10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7815
TRANS WORLD AIRLINES, INC. (Exact name of registrant as specified in its charter)

DELAWARE	43-1145889
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One City Centre 515 N. Sixth Street St. Louis, Missouri 63101 (Address of principal executive offices, including zip code) (314) 589-3000 (Registrant's telephone number, including area code)
______________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes X No __

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding as of October 29, 1999
Common Stock, par value $0.01 per share	59,933,356

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Part I. FINANCIAL INFORMATION Item 1. Financial Statements
TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED OPERATIONS For the Three Months and Nine Months Ended September 30, 1999 and 1998 (Amounts in Thousands Except Per Share Amounts) (Unaudited)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	1999	1998	1999	1998
Operating revenues:
Passenger	$   786,858	$   771,286	$2,248,782	$2,237,072
Freight and mail	23,030	22,210	72,354	75,278
All other	66,538	69,662	185,871	199,733
Total	876,426	863,158	2,507,007	2,512,083
Operating expenses:
Salaries, wages and benefits	327,300	309,581	944,209	938,641
Costs associated with contract ratification	33,515	-	37,768	-
Aircraft fuel and oil	112,026	85,109	276,620	266,096
Passenger sales commissions	49,366	48,592	144,799	158,865
Aircraft maintenance materials and repairs	38,478	35,750	111,385	105,792
Depreciation and amortization	34,245	37,107	106,529	115,787
Aircraft rent	112,030	85,558	300,695	242,083
Other rent and landing fees	51,910	56,016	148,667	145,246
All other	176,485	181,751	514,480	539,038
Total	935,355	839,464	2,585,152	2,511,548
Operating income (loss)	(58,929)	23,694	(78,145)	535
Other charges (credits):
Interest expense	22,399	28,700	71,810	91,162
Interest and investment income	(4,310)	(7,569)	(12,222)	(19,699)
Disposition of assets, gains and losses-net	(1,031)	(2,100)	716	(20,907)
Other charges and credits-net	(21,741)	(3,154)	(58,408)	(28,319)
Total	(4,683)	15,877	1,896	22,237
Income (loss) before income taxes and extraordinary items	(54,246)	7,817	(80,041)	(21,702)
Provision (credit) for income taxes	(556)	8,740	550	8,611
Loss before extraordinary items	(53,690)	(923)	(80,591)	(30,313)
Extraordinary items, net of income taxes	-	(4,390)	(866)	(11,026)
Net loss	(53,690)	(5,313)	(81,457)	(41,339)
Preferred stock dividend requirements	5,864	5,864	17,590	17,590
Loss applicable to common shares	$   (59,554)	$   (11,177)	$   (99,047)	$   (58,929)
Basic earnings per share amounts:
Loss before extraordinary items	$       (0.87)	$       (0.11)	$       (1.47)	$       (0.80)
Extraordinary items	-	(0.07)	(0.01)	(0.18)
Net loss	$       (0.87)	$       (0.18)	$       (1.48)	$       (0.98)

See notes to consolidated financial statements

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TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 1999 and December 31, 1998 (Amounts in Thousands)

ASSETS

	September 30,	December 31,
	1999	1998
	(Unaudited)
Current assets:
Cash and cash equivalents	$              239,981	$              252,408
Receivables, less allowance for doubtful accounts, $13,599 in 1999 and $14,459 in 1998	243,263	170,492
Spare parts, materials and supplies, less allowance for obsolescence, $21,838 in 1999 and $20,554 in 1998	98,596	99,909
Prepaid expenses and other	93,354	82,605
Total	675,194	605,414
Property:
Property owned:
Flight equipment	337,819	414,645
Prepayments on flight equipment	74,231	69,875
Land, buildings and improvements	75,933	68,812
Other property and equipment	94,421	72,108
Total property owned	582,404	625,440
Less accumulated depreciation	153,298	136,336
Property owned-net	429,106	489,104
Property held under capital leases:
Flight equipment	176,094	176,094
Land, buildings and improvements	49,110	49,431
Other property held under capital leases	9,185	9,093
Total property held under capital leases	234,389	234,618
Less accumulated amortization	124,453	103,692
Property held under capital leases-net	109,936	130,926
Total property-net	539,042	620,030
Investments and other assets:
Investments in affiliated companies	141,182	124,429
Investments, receivables and other	146,067	149,206
Routes, gates and slots-net	340,298	356,324
Reorganization value in excess of amounts allocable to identifiable assets-net	667,755	699,220
Total	1,295,302	1,329,179
	$          2,509,538	$         2,554,623

See notes to consolidated financial statements

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TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 1999 and December 31, 1998 (Amounts in Thousands Except Per Share Amounts)

LIABILITIES AND SHAREHOLDERS' EQUITY

	September 30,	December 31,
	1999	1998
	(Unaudited)
Current liabilities:
Current maturities of long-term debt	$       107,729	$     111,538
Current obligations under capital leases	37,882	37,865
Advance ticket sales	288,850	211,340
Accounts payable, principally trade	255,480	229,368
Accounts payable to affiliated companies	5,770	7,167
Accrued expenses:
Employee compensation and vacations earned	155,121	159,064
Contributions to retirement and pension trusts	14,905	12,616
Interest on debt and capital leases	34,653	33,156
Taxes	12,441	11,447
Other accrued expenses	212,365	189,278
Total accrued expenses	429,485	405,561
Total	1,125,196	1,002,839
Long-term liabilities and deferred credits:
Long-term debt, less current maturities	534,274	572,372
Obligations under capital leases, less current obligations	134,422	163,046
Postretirement benefits other than pensions	487,695	496,848
Noncurrent pension liabilities	23,321	24,634
Other noncurrent liabilities and deferred credits	98,654	109,562
Total	1,278,366	1,366,462
Shareholders' equity:
8% cumulative convertible exchangeable preferred stock, $50 liquidation preference; 3,869 shares issued and outstanding	39	39
9 ¼% cumulative convertible exchangeable preferred stock, $50 liquidation preference; 1,725 shares issued and outstanding	17	17
Employee preferred stock, $0.01 liquidation preference; special voting rights; shares issued and outstanding: 1999-6,764; 1998-6,347	68	63
Common stock, $0.01 par value; shares issued and outstanding: 1999-59,663; 1998-57,768	597	578
Additional paid-in capital	732,981	730,894
Accumulated deficit	(627,726)	(546,269)
Total	105,976	185,322
	$     2,509,538	$   2,554,623

See notes to consolidated financial statements

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TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Nine Months Ended September 30, 1999 and 1998 (Amounts in Thousands) (Unaudited)

	Nine Months Ended
	September 30,
	1999	1998
Cash flows from operating activities:
Net loss	$              (81,457)	$              (41,339)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Employee earned stock compensation	-	27,544
Compensation paid in stock	19,241	-
Depreciation and amortization	106,529	115,787
Amortization of discount and expense on debt	5,419	9,908
Amortization of deferred (gains) losses on sale and leaseback of certain aircraft and engines	(2,655)	-
Extraordinary loss on extinguishment of debt	866	11,026
Equity in undistributed earnings of affiliates not consolidated	(17,047)	(7,348)
Revenue from Icahn ticket program	-	(112,722)
Net (gains) losses on disposition of assets	716	(20,907)
Change in operating assets and liabilities:
Decrease (increase) in:
Receivables	(72,787)	(40,488)
Inventories	(22)	(3,738)
Prepaid expenses and other current assets	(10,215)	15,913
Other assets	(7,920)	(6,560)
Increase (decrease) in:
Accounts payable and accrued expenses	59,364	7,540
Advance ticket sales	77,510	25,838
Other noncurrent liabilities and deferred credits	(7,690)	(18,703)
Net cash provided (used)	69,852	(38,249)
Cash flows from investing activities:
Proceeds from sales of property	19,624	31,961
Capital expenditures, including aircraft pre-delivery deposits	(110,984)	(83,458)
Return of pre-delivery deposits related to leased aircraft	23,712	-
Net (increase) decrease in investments, receivables and other	(1,425)	19,040
Net cash used	(69,073)	(32,457)
Cash flows from financing activities:
Net proceeds from long-term debt and warrants issued	-	144,938
Proceeds from sale and leaseback of certain aircraft and engines	107,967	255,176
Repayments on long-term debt and capital lease obligations	(104,024)	(236,515)
Cash dividends paid on preferred stock	(17,590)	(17,878)
Net proceeds from exercise of warrants and options	441	1,776
Net cash provided (used)	(13,206)	147,497
Net increase (decrease) in cash and cash equivalents	(12,427)	76,791
Cash and cash equivalents at beginning of period	252,408	237,765
Cash and cash equivalents at end of period	$             239,981	$             314,556

See notes to consolidated financial statements

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TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Nine Months Ended September 30, 1999 and 1998 (Amounts in Thousands) (Unaudited)

SUPPLEMENTAL CASH FLOW INFORMATION

	Nine Months Ended
	September 30,
	1999	1998
Cash paid during the period for:
Interest	$              62,905	$              81,526
Income taxes	$                     16	$                     16
Information about noncash operating, investing and financing activities:
Promissory notes issued to finance aircraft acquisition	$                        -	$            100,822
Promissory notes issued to finance aircraft predelivery payments	$              51,721	$              15,933
Property acquired and obligations recorded under new capital lease transactions	$                   245	$              16,616

Accounting policy

          For purposes of the Statements of Consolidated Cash Flows, TWA considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

See notes to consolidated financial statements

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TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1999 (Unaudited)

1. Basis of Presentation

          The consolidated financial statements include the accounts of Trans World Airlines, Inc. ("TWA" or the "Company") and its subsidiaries. The results of Worldspan, L.P. ("Worldspan"), a 26.315% owned affiliate, are recorded under the equity method and are included in the Statements of Consolidated Operations in Other Charges (Credits). Effective October 2, 1998, TWA's equity interest in Worldspan increased from 24.999% to 26.315%. The increase was a result of a distribution by Worldspan to the existing owners of additional interest at no cost to the Company.

          The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission") but do not include all information and footnotes required by generally accepted accounting principles pursuant to such rules and regulations. The consolidated financial statements include all adjustments, which are of a normal recurring nature and are necessary, in the opinion of management, for a fair presentation of the results for these interim periods. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The consolidated balance sheet at December 31, 1998 has been derived from the audited consolidated financial statements at that date. Certain amounts previously reported have been reclassified to conform with the current presentation.

          The consolidated financial results on an interim basis are not necessarily indicative of future financial results on either an interim or annual basis. TWA's air transportation business has historically experienced seasonal changes with the second and third quarters of the calendar year producing substantially better operating results than the first and fourth quarters, although operational adjustments with the intent of reducing the level of seasonality have been, and continue to be, implemented. While the Company anticipates that the deseasonalization of operations affected thereby will reduce quarter to quarter fluctuations in the future, there can be no assurance that the reduction of seasonal fluctuations in financial operating results will be realized. Accordingly, the results for the three months and nine months ended September 30, 1999 should not be read as indicators of results for the full year.

2. Income Taxes

          The tax benefit recorded in the third quarter of 1999 reflects the reversal of previously recorded tax provisions due to management's expectation of a taxable loss for the full year 1999, and the uncertainty of realization of the benefits of any such tax loss in future periods.

          The income tax provisions/benefits recorded for the three and nine month periods ended September 30, 1998 reflect quarterly effective tax rates and an expectation of a full year 1998 pre-tax profit. Considering the high level of non-deductible expenses in relation to expected annual income (which results in both a high effective tax rate and the potential for significant changes in the effective rate from relatively small changes in pretax income levels), the income tax provisions/benefits recorded for the first three quarters of 1998 were based upon the allocable portion of certain non-deductible expenses, primarily amortization of reorganization value in excess of amounts allocable to identifiable assets, and statutory tax rates.

3. Extraordinary Items

          In the nine months ended September 30, 1999 the Company recorded extraordinary non-cash charges of $866 thousand related to the premium on the early retirement of 11 3/8% Senior Secured Notes due 2003 ("11 3/8% Notes") and 10 ¼% Senior Secured Notes due 2003 ("10 ¼% Notes") which were redeemed to comply with the requirements of the indentures for such notes in order to permit TWA to sell a portion of the collateral securing the 11 3/8% Notes and all of the collateral securing the 10 ¼% Notes.

          In the nine months ended September 30, 1998 the Company recorded extraordinary non-cash charges of $11.0 million related to the early extinguishment of a portion of the promissory notes issued to the Pension Benefit Guaranty Corporation (the "PBGC Notes") as a result of Karabu Corp. ("Karabu"), a company controlled by Carl Icahn, applying approximately $112.1 million in ticket proceeds as prepayments on the PBGC Notes. In December 1998, the PBGC Notes were paid in full.

4. Income (Loss) Per Share

          In computing the loss applicable to common shares for the three months and nine months ended September 30, 1999, the net loss has been increased by dividend requirements on the 8% Cumulative Convertible Exchangeable Preferred Stock (the "8% Preferred Stock") and the 9 ¼% Cumulative Convertible Exchangeable Preferred Stock (the "9 ¼% Preferred Stock"). In computing the related net loss per share, the loss applicable to common shares has been divided by the aggregate average number of outstanding shares of common stock (61.5 million and 59.5 million for the three months and nine months ended September 30, 1999, respectively) including 3.0 million shares to be issued to IAM-represented employees as discussed in Footnote 11, and employee preferred stock (7.0 million and 7.2 million for the three months and nine months ended September 30, 1999, respectively) which, with the exception of certain special voting rights, is the functional equivalent of common stock. Diluted earnings per share are the same as basic earnings per share for the periods presented as the impact of stock options, warrants or potential issuances of additional common stock or employee preferred stock in the three and nine month periods ended September 30, 1999 would have been anti-dilutive.

          The loss applicable to common shares for the three months and the nine months ended September 30, 1998 have likewise been adjusted by dividend requirements on the 8% Preferred Stock and the 9 ¼% Preferred Stock. In computing the related basic earnings (loss) per share, the amounts applicable to common shares were divided by the aggregate average number of outstanding shares of common stock (56.6 million and 53.4 million for the three months and nine months ended September 30, 1998, respectively) and employee preferred stock (7.4 million and 6.5 million for the three months and nine months ended September 30, 1998, respectively). Diluted earnings per share are the same as basic earnings per share for the periods presented as the impact of stock options, warrants or potential issuances of additional common stock or employee preferred stock in the three and nine month periods ended September 30, 1998 would have been anti-dilutive.

5. Property and Disposition of Assets

          The Company has included in Investments, Receivables and Other the net book value of its grounded L-1011 and B-747 aircraft as such aircraft have been retired from service and are currently held for sale. These aircraft were valued at $19.7 million and $15.7 million at September 30, 1999 and 1998, respectively.

          During the nine months ended September 30, 1999 and 1998, disposition of assets resulted in net losses of $0.7 million and net gains of $20.9 million, respectively. The net losses in the first nine months of 1999 included a loss from the sale and leaseback of B-767 aircraft partially offset by gains from the sale of L-1011 and B-727 aircraft and engines, spare L-1011 and DC9-10 engines, the sale of a L-1011 simulator and the sale of TWA's investment in SatoTravel, a company which provides ticketing services ("SATO"). In 1998, the recorded gains related primarily to the sale of L-1011 and B-747 aircraft and engines and other surplus engines which had been retired from active service.

6. Segment Reporting

          TWA operates one segment, that of air transportation. However, that segment is analyzed and reported in two primary geographic areas, Domestic and International (the Atlantic division as reported to the Department of Transportation). Information related to revenues generated from operations within those geographic areas is presented below.

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	1999	1998	1999	1998
Operating Revenues (in millions):
Domestic	$          767.1	$          736.6	$       2,224.3	$       2,177.7
International	109.3	126.6	282.7	334.4
Total	$          876.4	$          863.2	$       2,507.0	$       2,512.1

          TWA identifies revenues to each division based on a proration methodology of revenues generated to specific flight segments and the division in which the flight segment operates. A major portion of the Company's long-lived assets consists of its flight equipment (aircraft), which are not assigned to a specific geographic area but rather are flown across geographic boundaries.

7. Priceline.com Inc. Warrants

          In late 1998, TWA entered into an agreement with Priceline.com Inc. ("Priceline") which sets forth the terms and conditions under which ticket inventory provided by TWA may be sold utilizing Priceline's internet-based electronic commerce system. In connection with this agreement, TWA received warrants to purchase up to 312,500 shares of Priceline's common stock for $3.20 per share, subject to adjustment in certain circumstances. In the third quarter of 1999, TWA sold these warrants resulting in a receipt of cash of approximately $16.8 million, and a non-operating gain on sale of $16.0 million.

8. Sale of Equant Shares

          TWA is a long-term member of the Societe Internationale de Telecommunications Aeronautiques ("SITA"), a worldwide provider of communication services to the aviation industry. In February 1999, members of SITA divested a portion of their shares in Equant N.V. ("Equant"), a telecommunication network company, through a secondary offering. As a member of SITA, TWA indirectly participated in the sale of a portion of its holdings in Equant, resulting in a reported gain and receipt of cash of approximately $21.3 million. Additionally, Worldspan, an affiliate, also participated in the divestiture of Equant, resulting in the additional recognition of gain by TWA of approximately $2.7 million as an equity participant in the earnings of Worldspan.

9. Contingencies

          There has not been any significant change in the status of the contingencies reflected in the notes to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 which, among other matters, described various contingencies and other legal actions against TWA, except as discussed in Note 10 and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

10. Labor Agreements

          On June 13, 1999, TWA and the International Association of Machinists and Aerospace Workers ("IAM") reached tentative agreement on new contract proposals for TWA flight attendant and ground employees, who constituted approximately 73% of TWA's employees as of June 30, 1999. Ratification of these contracts occurred on July 22, 1999. The contracts became effective August 1, 1999 and become amendable on January 31, 2001.

          TWA agreed to pay increases over the next 18 months that will result in wages for TWA's ground employees and flight attendants improving by the end of the term of the contract to averages ranging from 86.5% to 91.0% of industry average as determined by wage rates in contracts in effect as of June 1999. Additionally, TWA has agreed to distribute 3,500,000 shares of TWA common stock to these employees. On October 7, 1999, 500,000 shares were distributed to IAM-represented flight attendants in a manner determined by the IAM. The remaining 3,000,000 shares will be distributed in a manner determined by the IAM to IAM-represented employees on the following dates: July 31, 2000 - 1,000,000 shares, January 31, 2001 - 1,000,000 shares, January 31, 2002 - 1,000,000 shares.

          In conjunction with these contracts, TWA and the IAM-represented employees agreed to withdraw all pending litigation including contempt proceedings. Additionally, all outstanding grievances regarding scope, work jurisdiction, outsourcing and compensation were withdrawn. IAM-represented flight attendant employees agreed to a payment of $25.0 million in settlement of these disputed matters, to be distributed in a manner directed by the IAM. On August 31, 1999, $11.0 million was distributed. The remaining payments will occur on the following dates: August 1, 2000 - $11.0 million, August 1, 2001 - $3.0 million. Similarly, in settlement of these disputed matters, IAM-represented ground employees will receive $10.0 million to be distributed in a manner directed by the IAM by no later than the following dates:   November 2, 2001 - $5.0 million, and August 1, 2002 - $5.0 million. As a result of the ratification of the contract, including settlements of the disputes discussed above, TWA recorded a non-recurring charge to earnings in the third quarter of 1999 aggregating $33.5 million, net of amounts previously accrued.

11. Subsequent Event

          On November 1, 1999, TWA received a partnership distribution of $65.8 million in respect of its partnership interest in Worldspan. $51.6 million of this distribution was used to repay a note payable and accrued interest to Worldspan and the remaining $14.2 million was paid directly to TWA.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

          Certain statements made below relating to plans, conditions, objectives, and economic performance go beyond historical information and may provide an indication of future financial condition or results of operations. To that extent, they are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each is subject to risks, uncertainties and assumptions that could cause actual results to differ from those in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In any event, these forward-looking statements speak only as of their dates, and the Company undertakes no obligation to update or revise any of them whether as a result of new information, future events or otherwise.

General

          TWA operates in an intensely competitive environment. The Company competes with one or more major airlines on most of its routes (including all routes between major cities). The airline industry has consolidated as a result of mergers and liquidations and more recently through alliances, and further consolidation may occur in the future. This consolidation has, among other things, enabled certain of the Company's major competitors to expand their international operations and increase their domestic market presence, thereby strengthening their overall operations, by transporting passengers connecting with or otherwise traveling on the alliance carriers. Such alliances could further intensify the competitive environment.

          The rapid growth of regional jet airline affiliates represents a significant competitive challenge for TWA due to its reliance on through-hub passenger traffic. A small regional jet can now offer direct service in markets that previously were served only by through-hub service. The Company's newly ratified labor agreements with IAM-represented employee groups will now allow TWA to utilize regional jet feed.

          These issues represent a competitive challenge for the Company, which has higher operating costs than many regional carriers and fewer financial resources than many of its major competitors. Small fluctuations in revenue per available seat mile ("RASM") and cost per available seat mile ("CASM") can significantly affect TWA's financial results. The Company has experienced significant operating losses on an annual basis since the early 1990s, except in 1995 when the Company's combined operating profit was $25.1 million. TWA expects the airline industry will remain extremely competitive for the foreseeable future.

          The Company continues to focus on implementing several strategic initiatives to improve operational reliability and schedule integrity and overall product quality in order to attract higher-yield passengers and enhance overall productivity. Key initiatives currently in progress include:

• modernizing its fleet;
• focusing on improved productivity;
• implementing a series of revenue-enhancing marketing initiatives to attract higher-yield business travelers;
• implementing a number of employee-related initiatives to reinforce the Company's focus on operational performance; and
• optimizing TWA's route structure through (1) the launch on November 1, 1999 of a Focus City schedule in San Juan, Puerto Rico and expected additional Focus Locations in 2000 and 2001; and (2) the use of regional jet feed into TWA's system through an agreement with Chautauqua Airlines.

          TWA faces a number of uncertainties that may adversely affect its future results of operations, including:

• insufficient levels of air passenger traffic resulting from, among other things, war, threat of war, terrorism or changes in the economy;
• governmental limitations on the ability of TWA to service certain airports and/or foreign markets;
• regulatory requirements necessitating additional capital or operating expenditures;
• pricing and scheduling initiatives by competitors;
• the availability and cost of capital;
• increases in fuel and other operating costs; and
• the adverse effects on yield of the continued implementation of a discount ticket program between TWA and Karabu. (See "Part II. Item 1. Legal Proceedings.")

          TWA is unable to predict the potential effect of any of these uncertainties upon its future results of operations.

Labor Costs

          Wage rates for most of TWA's employees have increased recently as a result of several events. A new collective bargaining agreement between TWA and its pilots became effective September 1, 1998. As part of the new contract, TWA agreed to pay increases over four years that will result in wages for TWA's pilots improving in 2002 to 90% of the industry average as determined by wage rates in contracts in effect as of August 1998. The contract also provides for significant work rule improvements for pilots in certain areas while also granting TWA flexibility and improvements necessary to enhance its competitive position. Under the contract, TWA also will distribute either one million shares of TWA's common stock or $11 million in cash to its pilots, in four equal quarterly payments commencing in 1999. TWA has the option to make each quarterly payment in shares or in cash. The Company made the quarterly distribution of 250,000 shares each of common stock in April and August 1999, and the third quarterly distribution of 250,000 shares of common stock was made on November 2, 1999.

          On June 13, 1999, TWA and the IAM reached tentative agreement on new contract proposals for TWA flight attendant and ground employees, who constituted approximately 73% of TWA's employees as of June 30, 1999. Ratification of these contracts occurred on July 22, 1999. The contracts became effective August 1, 1999 and become amendable on January 31, 2001.

          TWA agreed to salary increases over the next 18 months that will result in wage improvements of 11.5% to 18.25% for TWA's ground employees and flight attendants such that by the end of the term of the contract their wages will average from 86.5% to 91.0% of industry average as determined by wage rates in contracts in effect as of June 1999. Additionally, TWA has agreed to distribute 3,500,000 shares of TWA common stock to these employees. On October 7, 1999, 500,000 shares were distributed to IAM-represented flight attendants in a manner determined by the IAM. The remaining 3,000,000 shares will be distributed in a manner determined by the IAM to IAM-represented employees on the following dates: July 31, 2000 - 1,000,000 shares, January 31, 2001 - 1,000,000 shares, January 31, 2002 - 1,000,000 shares.

          In conjunction with these contracts, TWA and the IAM-represented employees have agreed to withdraw all pending litigation including contempt proceedings. Additionally, all outstanding grievances regarding scope, work jurisdiction, outsourcing and compensation were withdrawn. IAM-represented flight attendant employees agreed to a payment of $25.0 million to be distributed in a manner directed by the IAM. On August 31, 1999, $11.0 million was distributed. The remaining payments will occur on the following dates: August 1, 2000 - $11.0 million, August 1, 2001 - $3.0 million. Similarly, in settlement of these disputed matters, IAM-represented ground employees will receive $10.0 million to be distributed in a manner directed by the IAM by no later than the following dates: November 2, 2001 - $5.0 million, and August 1, 2002 - $5.0 million. As a result of the ratification of the contract, including settlements of the disputes discussed above, TWA recorded a non-recurring charge to earnings in the third quarter of 1999 aggregating $33.5 million, net of amounts previously accrued. (see "Part II, Item 1. Legal Proceedings - Other Actions")

          Pursuant to the labor agreements TWA entered into in 1992, TWA agreed to pay to employees represented by the IAM a cash bonus for the amount by which overtime incurred from September 1992 through August 1995 was reduced below specified thresholds. This amount was to be offset by the failure of medical savings to meet certain specified levels during the period for the same employees. TWA and the IAM came to agreement on this obligation which was payable in three equal annual installments. Two installments have been made through September 30, 1999. The remaining obligation of $9.1 million representing the third and final installment is reflected as a liability in the consolidated financial statements.

          TWA also entered into agreements subsequent to the 1992 labor agreements that provide for an adjustment to existing salary rates of certain labor-represented employees based on the amount of the cash bonus for overtime to the employees represented by the IAM as described in the previous paragraph. These adjustments equated to a 4.814% increase which management made effective for all employee groups on September 1, 1998, except for pilots whose contract provided for separate increases also effective September 1. Non-contract employees of TWA have additionally received a 3% increase in salary effective September 1, 1999. On October 1, 1999, a merit pay plan was put into effect which increased non-contract employee wages an average of approximately 5%. The officers of TWA did not receive either the 1998 or 1999 increases.

          TWA's agreements with employees could result in significant non-cash charges to future operating results. Shares granted or purchased at a discount under the Employee Stock Incentive Plan ("ESIP") will generally result in a charge equal to the fair market value of shares granted and the discount for shares purchased at the time these shares are earned or purchased. As a result of the first two target prices being realized on February 17, 1998, and March 4, 1998, respectively, the Company issued an additional 2,377,084 shares on July 15, 1998, to satisfy the 1997 and 1998 ESIP grant amounts. In connection with such issuance, TWA recorded an aggregate non-cash charge in the first quarter of 1998 in the amount of $26.5 million. An aggregate non-cash charge of $1.0 million was recorded in the third quarter of 1998 to reflect the actual number of shares issued on July 15, 1998. If the ESIP's remaining target prices (ranging from $13.10 to $17.72) for TWA common stock are realized, the minimum aggregate non-cash charge for the years 1999 to 2002 will be approximately $103.4 million based upon these target prices and the number of shares of common stock and employee preferred stock outstanding at December 31, 1998. The non-cash charge for any year, however, could be substantially higher if the then market price of TWA common stock exceeds the target prices.

          TWA believes it is essential to improve employee productivity as an offset to any wage increases and will continue to explore other ways to control and/or reduce operating expenses. While TWA experienced wage rate increases, it also generated 5.7% more ASMs with 4.8% fewer employees in 1999. On a unit cost basis (salaries, wages and benefits per ASM excluding costs associated with contract ratification), there was no increase year over year reflecting an overall productivity improvement in this category. However, there can be no assurance that the Company will be successful in sustaining such productivity improvements or achieving unit cost reductions. It is essential that the Company's labor costs remain favorable in comparison to its largest competitors.

          TWA's passenger traffic data, for scheduled passengers only, is shown in the table below for the indicated periods (1):

	Three Months Ended		Nine Months Ended
	September 30,		September 30,		Years Ended December 31,
	1999	1998	1999	1998	1998	1997	1996
North America
Passenger revenues ($ millions)	$   696	$   667	$ 2,018	$ 1,967	$ 2,562	$ 2,512	$ 2,515
Revenue passenger miles (millions) (2)	6,036	5,318	16,776	15,529	20,132	19,737	19,513
Available seat miles (millions) (3)	7,960	7,327	22,696	21,643	28,796	29,341	30,201
Passenger load factor (4)	75.8%	72.6%	73.9%	71.8%	69.9%	67.3%	64.6%
Passenger yield (cents) (5)	11.53¢	12.54¢	12.03¢	12.67¢	12.72¢	12.73¢	12.89¢
Passenger revenue per available seat mile (cents) (6)	8.74¢	9.10¢	8.89¢	9.09¢	8.90¢	8.56¢	8.33¢
International
Passenger revenues ($ millions)	$   91	$   104	$ 231	$ 270	$ 333	$ 412	$ 563
Revenue passenger miles (millions) (2)	1,113	1,226	3,009	3,483	4,290	5,363	7,598
Available seat miles (millions) (3)	1,433	1,555	3,865	4,494	5,657	7,093	10,393
Passenger load factor (4)	77.7%	78.8%	77.9%	77.5%	75.8%	75.6%	73.1%
Passenger yield (cents) (5)	8.16¢	8.50¢	7.68¢	7.76¢	7.77¢	7.68¢	7.41¢
Passenger revenue per available seat mile (cents) (6)	6.34¢	6.70¢	5.98¢	6.01¢	5.89¢	5.81¢	5.42¢
Total System
Passenger revenues ($ millions)	$   787	$   771	$ 2,249	$ 2,237	$ 2,895	$ 2,924	$ 3,078
Revenue passenger miles (millions) (2)	7,149	6,544	19,785	19,012	24,422	25,100	27,111
Available seat miles (millions) (3)	9,393	8,882	26,561	26,137	34,453	36,434	40,594
Passenger load factor (4)	76.1%	73.7%	74.5%	72.7%	70.9%	68.9%	66.8%
Passenger yield (cents) (5)	11.01¢	11.79¢	11.37¢	11.77¢	11.85¢	11.65¢	11.35¢
Passenger revenue per available seat mile (cents) (6)	8.38¢	8.68¢	8.47¢	8.56¢	8.40¢	8.03¢	7.58¢
Operating cost per available seat mile (cents) (7)	9.41¢	9.20¢	9.42¢	9.39¢	9.31¢	8.99¢	8.78¢
Average daily utilization per aircraft (hours) (8)	9.82	9.80	9.77	9.90	9.77	9.38	9.63
Aircraft in service at end of period	191	183	191	183	185	185	192

______
(1) Excludes subsidiary companies.
(2) The number of scheduled miles flown by revenue passengers.
(3) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(4) Revenue passenger miles divided by available seat miles.
(5) Passenger revenue per revenue passenger mile.
(6) Passenger revenue divided by scheduled available seat miles.
(7) Operating expenses, excluding special charges, other nonrecurring charges and subsidiaries, divided by total available seat miles.
(8) The average block hours flown per day in revenue service per aircraft.

[PAGE]

Results of Operations for the Three Months Ended September 30, 1999 Compared to the Three Months Ended September 30, 1998

          During the third quarter of 1999, TWA reported an operating loss of $58.9 million compared to a third quarter 1998 operating profit of $23.7 million, an unfavorable change of $82.6 million. The 1999 operating loss includes a non-recurring charge of $33.5 million relating to the ratification on July 22, 1999, of the labor agreements for employees represented by the IAM. The Company reported a third quarter 1999 pre-tax loss of $54.2 million, which was a decrease of $62.0 million from the 1998 pre-tax profit of $7.8 million. The net loss of $53.7 million in third quarter 1999, which included a $16.0 million non-operating pre-tax gain from the sale of TWA's warrants in Priceline.com, represented a $48.4 million increase over the net loss of $5.3 million in third quarter 1998 which included $4.4 million of extraordinary charges, net of tax, related to the early extinguishment of debt.

          Total operating revenues were $876.4 million in the third quarter 1999, a $13.2 million increase from operating revenues of $863.2 million for the comparable period of 1998. Passenger revenue for the quarter was $786.9 million, a $15.6 million increase over passenger revenue of $771.3 million in the third quarter of 1998. Freight and mail revenues also increased $0.8 million. Decreases in all other revenue of $3.2 million was primarily due to decreased volumes of Getaway tour revenues.

          System-wide capacity, as measured by scheduled ASMs, increased 5.8% in the third quarter of 1999 from the comparable period of 1998. Domestic ASMs increased 8.7% while International ASMs decreased 7.9%. The system passenger load factor improved 2.4 percentage points in the third quarter of 1999 versus the same period in 1998 to 76.1% from 73.7%. TWA generated these higher load factors by carrying a higher percentage of leisure traffic during the period. System yield declined 6.6% to 11.01 cents in the third quarter of 1999 compared to 11.79 cents in 1998. TWA believes the decrease is attributable to the diversion of higher yielding business passengers because of the uncertainty of the outcome of labor negotiations between the Company and the IAM. RASM decreased year over year to 8.38 cents in the third quarter of 1999 from 8.68 cents in the third quarter of 1998. Through the third quarter of 1999, TWA has taken delivery of 26 new aircraft in a plan which anticipates acceptance of 39 new aircraft for the year. Third quarter 1999 CASM continued to reflect the increase in aircraft rental expense resulting from this change in equipment, increasing to 9.41 cents versus 9.20 cents in the third quarter of 1998.

          Operating expenses increased $95.8 million during the third quarter of 1999 to $935.3 million from $839.5 million during the third quarter of 1998, representing a net change in the following expense groups:

• Salaries, wages and benefits were $327.3 million during the third quarter of 1999 compared to $309.6 million during the third quarter of 1998, an increase of $17.7 million. The average number of full-time equivalent employees decreased 4.8% to 20,982 in the third quarter of 1999 versus 22,036 in the third quarter of 1998. This headcount reduction was more than offset by the August 1, 1999 salary increase to IAM-represented employees, a September 1, 1999 increase in pilot salary as provided in their current contract, and a 3% salary increase granted to non-contract employees effective September 1, 1999. Additionally, TWA's third quarter 1999 costs for its group insurance plans contributed $3.6 million to the overall increase when compared to the third quarter of 1998 primarily reflecting increased medical and prescription costs in 1999.
• Costs associated with contract ratification were $33.5 million during the third quarter of 1999. This represents the net charge for non-recurring costs related to the ratification on July 22, 1999, of the labor agreements for employees represented by the IAM. These costs include $35.0 million in litigation settlement costs, $16.0 million for common stock to be issued to IAM-represented employees, and $1.4 million for union advisory costs to be reimbursed by the Company, net of amounts previously accrued. The contracts became effective August 1, 1999. There were no similar charges in the third quarter 1998.
• Aircraft fuel and oil expense of $112.0 million for the third quarter of 1999 was $26.9 million greater than $85.1 million recorded in the third quarter of 1998. Approximately $24.2 million of the increase was caused by an increase in the average cost per gallon to 62.6 cents in 1999 from 49.0 cents in 1998. The remaining $2.7 million of the increase was related to increased fuel consumption to 178.9 million gallons in the third quarter of 1999 versus 173.8 million gallons in the third quarter of 1998 as the result of increased block hours.

• Passenger sales commission expense of $49.4 million in the third quarter of 1999 was $0.8 million more than the expense recorded in the third quarter of 1998 primarily due to the increase in passenger revenue.

• Aircraft maintenance material and repairs expense of $38.5 million for the third quarter of 1999 represents an increase of $2.7 million from $35.8 million during the same period of 1998. The primary factor contributing to this increase was increased shop material requirements due to higher usage of wheel and brake materials.

• Depreciation and amortization expense decreased $2.9 million to $34.2 million in the third quarter of 1999 from $37.1 million in the third quarter of 1998. The decrease resulted primarily from the sale and leaseback of seven aircraft and major improvements to certain aircraft becoming fully depreciated in 1998.

• Aircraft lease rentals increased $26.5 million to $112.0 million in the third quarter of 1999 from $85.5 million in the third quarter of 1998. This increase includes rentals on 30 additional leased aircraft delivered since the end of the third quarter 1998 in addition to the sale and lease back of seven aircraft as part of TWA's aggressive fleet renewal plan.

• Other rent and landing fees were $51.9 million in the third quarter of 1999 versus $56.0 million in the third quarter of 1998, a decrease of $4.1 million. The 1998 third quarter expense included a $9.0 million charge related to retroactive facilities rentals. The 1999 third quarter had no corresponding retroactive rental adjustments. Increases were noted in space rentals at certain airports and ground equipment rentals of $2.8 million and landing fees of $2.1 million in the 1999 third quarter over 1998.

• All other operating expenses of $176.5 million in the third quarter of 1999 were $5.3 million less than the $181.8 million recorded in the third quarter of 1998, reflecting decreases in corporate liability and hull insurance premiums resulting from lower insurance premiums during the current policy period ($2.6 million) and Getaway tour expenses related to a lower volume of tour packages sold by TWA's subsidiary, Getaway Vacations ($3.2 million).

          Other charges (credits) were a net credit of $4.7 million during the third quarter of 1999 compared to a net charge of $15.9 million for the third quarter of 1998. Interest expense decreased $6.3 million in the third quarter of 1999 from the same period in 1998 as a result of the retirement of certain debt in 1998 and 1999. Interest and investment income decreased $3.2 million in the third quarter of 1999 primarily due to a decrease in the level of invested funds. Net gains from the disposition of assets were $1.0 million and $2.1 million during the third quarters of 1999 and 1998, respectively. The net gains in the third quarter of 1999 included a gain from the sale of an L-1011 simulator and nine spare L-1011 engines partially offset by adjustments from the sale of B-727 and DC-9 aircraft. The net gains in 1998 included the gains from sale of a B-747 simulator, adjustment from prior sale of B-747 aircraft, sale of a spare L-1011 engine and spare flight equipment. Other charges and credits - net improved $18.6 million in the third quarter of 1999 when compared to the third quarter of 1998 primarily as the result of a gain of $16.0 million from the sale of warrants to purchase 312,500 shares of Priceline.com stock and improvements in TWA's interest in the 1999 earnings of Worldspan ($3.3 million).

          A tax benefit of $0.5 million was recorded in the third quarter of 1999 compared to a provision of $8.7 million in the third quarter of 1998 (see Note 2 to Consolidated Financial Statements).

          The Company had a net loss of $53.7 million in the third quarter of 1999 compared to a net loss of $5.3 million in the same period of 1998. The third quarter results included no extraordinary items compared to a $4.4 million charge in 1998, related to the early extinguishment of debt.

Results of Operations for the Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September 30, 1998

          For the first nine months of 1999, TWA reported an operating loss of $78.2 million and a pre-tax loss of $80.1 million which included a charge of $37.8 million related to the ratification of labor contracts and gains from the sales of the Company's interests in Equant and Priceline.com which aggregated $37.3 million. These results compare to a prior year operating profit of $0.5 million and pre-tax loss of $21.7 million which included a non-cash charge to operating expense of $27.5 million relating to a distribution made in July 1998 of TWA common stock to employee stock plans pursuant to the ESIP. After extraordinary items of $0.9 million in the first nine months of 1999 and $11.0 million in the first nine months of 1998 relating to the early retirement of debt, the Company recorded a net loss of $81.5 million in 1999 versus $41.3 million in the same period of 1998.

          In the first nine months of 1999, total operating revenues of $2,507.0 million were $5.1 million less than the $2,512.1 million recorded in 1998. Passenger revenues improved $11.7 million which was offset by decreases in revenues for freight and mail ($2.9 million), Getaway tour revenues ($8.2 million), revenues from rental of facilities and equipment ($3.4 million) and contract work ($3.2 million).

          System-wide capacity, as measured by scheduled ASMs, increased 1.6% in the nine months ended September 30, 1999 from the comparable period of 1998. Domestic ASMs increased 4.9% while International ASMs decreased 14.0%. The system passenger load factor improved 1.8 percentage points in the first nine months of 1999 versus the same period in 1998 to 74.5% from 72.7%. System yield declined 3.4% to 11.37 cents in the first nine months of 1999 compared to 11.77 cents in 1998. TWA believes the decrease is attributable to the diversion of higher yielding business passengers because of the uncertainty of the outcome of labor negotiations between the Company and the IAM. RASM decreased year over year to 8.47 cents in the nine months ended September 30, 1999 from 8.56 cents in the same period of 1998. Through the third quarter of 1999, TWA has taken delivery of 26 new aircraft in a plan which anticipates acceptance of a total of 39 new aircraft for the year. In the first nine months of 1999, CASM continued to reflect the increase in aircraft rental expense resulting from this change in equipment, increasing to 9.42 cents versus 9.39 cents in the first nine months of 1998.

          Operating expenses increased $73.6 million during the first nine months of 1999 to $2,585.2 million from $2,511.6 million during the first nine months of 1998, representing a net change in the following expense groups:

• Salaries, wages and benefits were $944.2 million during the nine months ended September 30, 1999 compared to $938.6 million during the same period in 1998, an increase of $5.6 million. The average number of full-time equivalent employees decreased 4.9% to 21,068 in the first nine months of 1999 versus 22,159 in the first nine months of 1998. This headcount reduction was more than offset by salary increases related to a Company-wide (except for officers and pilots) salary increase of 4.814% effective September 1, 1998, pilot salary increases effective September 1, 1998 and September 1, 1999 as provided in their current contract, a August 1, 1999 salary increase to IAM-represented employees as provided in their current contract, and a 3% salary increase granted to non-contract employees effective September 1, 1999. Additionally, TWA's cost for its group insurance plans increased $12.7 million during the first nine months of 1999 versus the same period in 1998 primarily reflecting increased medical costs. Earned stock compensation charges of $27.5 million were recorded in the first nine months of 1998. These charges were related to incentive shares issued in July 1998 under the ESIP relative to the achievement of certain common stock target prices in February and March 1998 per agreements reached under the 1995 reorganization. No such charges were recorded in the first nine months of 1999.

• Costs associated with contract ratification were $37.8 million during the nine months ended September 30, 1999. This represents the net charge for non-recurring costs related to the ratification on July 22, 1999, of the labor agreements for employees represented by the IAM. These costs include $35.0 million in litigation settlement costs, $16.0 million for common stock to be issued to IAM-represented employees, and $1.4 million for union advisory costs to be reimbursed by the Company, net of amounts previously accrued. The contracts became effective August 1, 1999. There were no similar charges in the nine months ended September 30, 1998.
• Aircraft fuel and oil expense of $276.6 million in the first nine months of 1999 was $10.5 million more than $266.1 million recorded in the first nine months of 1998 primarily due to an increase in the average cost per gallon to 53.8 cents in 1999 from 51.8 cents in 1998.

• Passenger sales commission expense of $144.8 million for the first nine months of 1999 was $14.1 million less than the expense recorded in the same period of 1998 primarily due to a 13.9% decrease in the percentage of the domestic commissionable tickets sold during the first nine months of 1999 versus 1998 and domestic commissions being capped at a certain dollar limit in May 1998.

• Aircraft maintenance material and repairs expense of $111.4 million for the first nine months of 1999 represents an increase of $5.6 million from $105.8 million during the same period of 1998. The primary factors contributing to this increase were increases in the costs of airframe materials and third party repairs, offset in part by reduced engine material requirements.

• Depreciation and amortization expense decreased $9.3 million to $106.5 million in the nine months ended September 30, 1999 from $115.8 million in the first nine months of 1998. The decrease resulted primarily from the sale and leaseback of B-727, B-767 and B-757 aircraft, partially offset by the purchase of aircraft previously leased by TWA.

• Aircraft lease rentals increased $58.6 million to $300.7 million in the first nine months of 1999 from $242.1 million in the first nine months of 1998. This increase is primarily due to the additional aircraft leased during 1998 and 1999 as part of TWA's aggressive fleet renewal plan, in addition to the sale and leaseback of B-727, B-767 and B-757 aircraft.

• Other rent and landing fees were $148.7 million in the first nine months of 1999 versus $145.3 million in the same period of 1998, an increase of $3.4 million. This increase related primarily to increases in landing fees of $7.6 million and facilities rentals of $5.7 million at various airport locations, partially offset by a charge of $9.0 million recorded in the third quarter of 1998 related to retroactive facilities rentals.

          All other operating expenses of $514.5 million in the first nine months of 1999 versus $539.0 million recorded in the first nine months of 1998 reflects a $24.5 million decrease in expense primarily driven by decreases in corporate liability and hull insurance resulting from lower insurance premiums during the current policy period ($8.3 million), Getaway tours expense related to a lower volume of tour packages sold by TWA's subsidiary, Getaway Vacations ($8.3 million), advertising related to an emphasis on effectively targeting advertising dollars ($4.1 million), and passenger food and beverage expense related to the use of more cost effective products ($4.0 million).

          Other charges (credits) were a net charge of $1.9 million during the nine months ended September 30, 1999 compared to a net charge of $22.2 million in the first nine months of 1998. Interest expense decreased $19.4 million in the first nine months of 1999 from the same period in 1998 as a result of the retirement of certain debt in 1998 and 1999. Interest and investment income decreased $7.5 million in the first nine months of 1999 primarily due to a decrease in the level of invested funds. Net gains (losses) from the disposition of assets were net losses of $0.7 million and net gains of $20.9 million during the first nine months of 1999 and 1998, respectively. The net losses in the first nine months of 1999 included a loss from the sale and leaseback of B-767 aircraft, partially offset by gains from the sale of L-1011 and B-727 aircraft and engines, spare L-1011 and DC9-10 engines, L-1011 simulator and the sale of TWA's investment in SATO. The net gains in the comparable 1998 period were primarily related to the sale of a B-747 simulator, L-1011 and B-747 aircraft and engines and other surplus engines which had been retired from active service. Other charges and credits - net improved $30.0 million in the first nine months of 1999 versus the same period in 1998 primarily as the result of a gain of $16.0 million from the sale of warrants to purchase 312,500 shares of Priceline.com stock, improvements in TWA's interest in the 1999 earnings of Worldspan ($9.7 million) and the gain from the sale of the Company's interest in Equant N.V., a telecommunication network company which was spun off from SITA ($21.3 million). During the same period in 1998, a cash undertaking previously posted by TWA of $13.7 million in an action brought by Travellers International A.G. and its parent company, Windsor Inc. was returned to TWA in June 1998 and recorded as a credit in the second quarter 1998.

          A tax provision of $0.5 million was recorded in the first nine months of 1999 compared to a tax provision of $8.6 million in the first nine months of 1998 (see Note 2 to Consolidated Financial Statements).

          The Company had a net loss of $81.5 million in the first nine months of 1999 compared to a net loss of $41.3 million in the same period of 1998. The results for the nine months included extraordinary charges of $0.9 million and $11.0 million in 1999 and 1998, respectively, related to the early extinguishment of debt.

Liquidity and Capital Resources

          The following is a discussion of the impact of significant factors affecting TWA's liquidity position and capital resources. These comments should be read in conjunction with, and are qualified in their entirety by, the Consolidated Financial Statements and Notes thereto.

Liquidity

          The Company's consolidated cash and cash equivalents balance at September 30, 1999 was $240.0 million, a $12.4 million decrease from the December 31, 1998 balance of $252.4 million. Operating activities provided $69.9 million in cash in the first nine months of 1999 versus a $38.2 million use of cash in 1998. Cash provided by operating activities in the first nine months of 1999 includes $21.3 million related to the sale of a portion of TWA's shares of Equant N.V., a telecommunications network company and $16.8 million related to the sale of warrants for the purchase of Priceline.com stock. Additionally, in the first nine months of 1998, $112.7 million in net discounted sales from tickets sold under the Karabu ticket agreement were excluded from cash flows from operating activities as the related amounts were applied to reduce the PBGC Notes. In December 1998, the PBGC Notes were paid in full primarily with the proceeds from tickets sold under the Karabu ticket agreement. Accordingly, proceeds from the sales of tickets under the Karabu ticket agreement are now paid directly to TWA. During the first nine months of 1999, $109.6 million of these proceeds were paid directly to TWA. There was an improvement of $51.7 million in the cash provided by advance ticket sales, substantially offset by an increase of $32.3 million in receivables. An improvement of $51.8 million in the cash provided by trade accounts payable and accrued expenses is primarily due to the timing of payments of certain obligations in the comparative periods.

          Cash used by investing activities increased to $69.1 million in the first nine months of 1999 versus $32.5 million in the first nine months of 1998. Components of cash used in the first nine months of 1999 include the purchase for $27.1 million of one Boeing 767-200 aircraft and related engines, which were subsequently sold to and leased back from an aircraft lessor in April 1999. Additionally, capital expenditures (including aircraft pre-delivery deposits) during the first nine months of 1999 amounted to $67.9 million. Comparatively, cash used in the first nine months of 1998 included capital expenditures (including aircraft pre-delivery payments) amounting to $83.5 million. Asset sales during both periods were primarily limited to retired, widebody aircraft, engines and other surplus equipment. Additionally, approximately $23.7 million was provided in 1999 primarily due to the return of pre-delivery deposits relating to five new Boeing 757-200 aircraft delivered in the first nine months of 1999, which were immediately sold to and leased back under operating leases from the aircraft lessors.

          Cash used by financing activities was $13.2 million in the first nine months of 1999 versus cash provided of $147.5 million in the same period of 1998. Proceeds from the sale and leaseback of certain aircraft were $108.0 million in the first nine months of 1999 versus $255.2 million in the comparable period in 1998. In addition, sources of cash generated by financing activities in 1998 included proceeds from the sale of notes of $144.9 million, however, these proceeds were offset by repayments of long-term debt and capital lease obligations totaling $236.5 million. Repayments of long-term debt and capital lease obligations were $104.0 million in the first nine months of 1999.

Capital Resources

          TWA generally must satisfy all of its working capital expenditure requirements from cash provided by operating activities, from external capital sources or from the sale of assets. However, TWA has pledged a substantial portion of its assets to secure various issues of outstanding debt. TWA's financing agreements generally require TWA to apply the sale proceeds from the sale of any pledged assets to repay the corresponding debt. If TWA is unable to obtain additional capital, the Company may not be able to make certain capital expenditures or to continue to implement certain other aspects of its strategic plan, and TWA may therefore be unable to achieve the full benefits expected from the plan.

Commitments

          TWA entered into an agreement in February 1996 with Boeing for the purchase of ten B-757-231 aircraft and related engines, spare parts and equipment for an aggregate purchase price of approximately $500 million. As of December 31, 1998, TWA had taken delivery of six aircraft and had four on firm order. Five of the six aircraft already delivered were originally manufacturer-financed and one was leased. In separate transactions in June, July and October 1998, these five manufacturer-financed aircraft were sold to, and leased back from, an aircraft lessor. The four remaining aircraft have been delivered in 1999. Three of these aircraft were delivered in March, July and September 1999 and were immediately sold to, and leased back under an operating lease from an aircraft lessor. One aircraft was delivered in May 1999 utilizing a prior commitment for 100% lease financing. In September 1998, TWA entered into an agreement with Boeing to acquire four additional B-757-231 aircraft to be delivered during 1999. TWA has obtained commitments for debt financing for approximately 80% of the cost of acquiring these aircraft. The first of these aircraft was delivered in August 1999 and was immediately sold to, and leased back under an operating lease from an aircraft lessor. The second aircraft was purchased and delivered in October 1999 under a security agreement with the manufacturer.

          The Company has entered into an agreement for operating leases for one additional B-767-300ER and three additional B-757-200 aircraft. Two of the B-757-200 aircraft were delivered in June and October 1999. The B-767-300ER was delivered in September 1999. The third B-757-200 aircraft is scheduled for delivery in January 2000.

          In 1989, TWA entered into agreements with AVSA, S.A.R.L. ("Airbus") and Rolls-Royce plc relating to the purchase of ten A330-300 twin-engine wide-body aircraft and related engines, spare parts and equipment for an aggregate purchase price of approximately $1.0 billion. The agreements, as amended, require the delivery of the aircraft in 2001 and 2002 and provide for the purchase of up to ten additional aircraft. TWA has not yet made arrangements for the permanent financing of the purchases subject to the agreements. In the event of cancellation, predelivery payments of approximately $18 million may be subject to forfeiture.

          In 1996, TWA entered into an agreement to acquire from Boeing 15 new MD-83s, to be financed by long-term leases. The final aircraft under this agreement was received in February 1999.

          In April 1998, TWA entered into an agreement with Boeing to acquire 24 additional new MD-83 aircraft, with deliveries in 1999. The Company has obtained commitments for lease financing for these aircraft. TWA has received fifteen of these aircraft as of September 30, 1999.

          In December 1998, TWA announced that it had signed letters of intent to acquire an additional 125 new aircraft: 50 Boeing 717-200 aircraft for delivery beginning in 2000, 50 Airbus A318 aircraft for delivery beginning in 2003 and 25 Airbus "A320 Family" aircraft for delivery beginning in 2005. In addition to these 125 firm orders, TWA has taken options on an additional 50 Boeing 717s and an additional 75 "A320 Family" aircraft. The terms of the purchase orders for the 50 Boeing 717­200 aircraft were finalized in June 1999 and definitive agreements were signed at that time. Financing agreements on these 717-200 aircraft were also finalized in June 1999. The terms of the purchase orders and the related financing for the Airbus A318 and related Airbus "A320 Family" aircraft are subject to further negotiation and the signing of definitive agreements. These new aircraft would primarily replace B-727, DC-9 and older MD-80 aircraft currently in TWA's fleet.

          TWA elected to comply with the transition requirements of the Noise Act by adopting the Stage 2 aircraft phase-out/retrofit option, which required that 50% of its base level (December 1990) Stage 2 fleet be phased-out/retrofitted by December 31, 1996. To comply with the 1996 requirement, the Company retrofitted, by means of engine hush-kits, 30 of its DC-9 aircraft at an aggregate cost of approximately $55.5 million, most of which was financed by lessors with repayments being facilitated through increased rental rates or lease term extensions. TWA complied with the transition requirements for December 31, 1998, by having 75% of its fleet meet Stage 3 requirements through the grounding of older Stage 2 aircraft in combination with the acquisition of Stage 3 aircraft. By December 31, 1999, 100% of the fleet must meet Stage 3 requirements.

          In April 1999, TWA sold and leased back four Boeing 767-200 aircraft and completed a sale/leaseback in July 1999 of a fifth such aircraft which will subsequently be returned to the lessor in 1999 and 2000. These five Boeing 767-200 aircraft will be replaced with three Boeing 767-300 aircraft which will be leased during 1999 and 2000 from the same aircraft lessor. As of November 12, 1999, one B-767-200 aircraft had been returned and one B-767-300 aircraft has been leased. In connection with this transaction, the Company purchased $28.8 million total principal amount of its outstanding 11 3/8% Senior Secured Notes due April 15, 2003 and all of its outstanding 10 ¼% Senior Secured Notes due June 15, 2003 which totaled $14.5 million.

Certain Other Capital Requirements

          TWA generally does not commit to expenditures for facilities and equipment, other than aircraft, before purchase and, therefore, no such significant commitments exist at the present time. TWA's ability to finance these expenditures will depend in part on TWA's financial condition at the time of the proposed expenditure.

Restructuring Liabilities

          At December 31, 1998, TWA established a provision related to the restructuring of its international operations and the closure of the Los Angeles Reservation Office. The Company recorded a special charge of approximately $17.6 million primarily related to employee severance liabilities. During the first nine months of 1999, the Company incurred approximately $3.5 million of expenditures related to these provisions. The Company continues to expect severance costs to be paid to the respective employees during 1999 due to these changes in operations.

Year 2000

          The Company utilizes software and related computer technologies essential to its operations that use two digits rather than four to specify the year, which will result in a date recognition problem in the year 2000 and thereafter unless modified.

          The Company has completed an assessment to determine the changes needed to make its computer systems, internal operating systems and equipment year 2000 compliant and has developed a plan to implement such changes. The Company estimates that the total cost to complete the remediation of its information technology systems is approximately $18.0 million, which is approximately 25% of the Company's total information technology budget. As of September 30, 1999, the Company estimates that approximately 70% of the estimated cost to complete the remediation of its computer systems has been incurred to date. As of September 30, 1999, approximately 93% of the programs have been remediated and it is estimated that by year-end 100% will be completed. The non-information technology related systems have been assessed, and the remediation is nearing completion. The Company does not expect the costs of this remediation to be material. The costs of the Company's year 2000 project and the date on which it will be completed are based on management's best estimates and include assumptions regarding third party modification plans. However, there can be no assurance that these estimates will be achieved and actual results could differ materially from those anticipated.

          The Company has also reviewed software which was purchased from outside vendors and has evaluated its reliance on other third parties (e.g. the Federal Aviation Administration, the Department of Transportation, airport authorities, data providers and suppliers) to determine and minimize the extent to which its operations may be dependent on such third parties to remediate the year 2000 issues in their systems. TWA has been informed that all mission critical systems developed by internal sources, outside vendors or other third parties have been identified and the necessary changes have been assessed. All safety-related systems have been remediated and the few remaining systems will be remediated in the fourth quarter 1999. To insure further completeness, TWA has established and is executing an independent testing process to insure reliability. In addition, contingency backup plans have been reviewed for each mission critical system, with the emphasis on passenger safety, and then business continuity. Further, the Company has been actively participating in the industry reviews led by the Air Transport Association (ATA) and the International Air Transport Association (IATA). The Company's business, operating results and financial condition could be materially adversely affected by the failure of its systems or those of other parties to operate properly beyond 1999.

Availability of NOLs

          TWA estimates that it had, for federal income tax purposes, net operating loss carryforwards ("NOLs") amounting to approximately $975 million at December 31, 1998. Such NOLs expire in 2008 through 2018 if not utilized before then to offset taxable income. Section 382 of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder impose limitations on the ability of corporations to use NOLs if the corporation experiences a more than 50% change in ownership during certain periods. Changes in ownership in future periods could substantially restrict the Company's ability to utilize its tax net operating loss carryforwards. The Company believes that no such ownership change has occurred subsequent to the 1995 reorganization. There can be no assurance, however, that such an ownership change will not occur in the future. In addition, the NOLs are subject to examination by the Internal Revenue Service ("IRS") and, thus, are subject to adjustment or disallowance resulting from any such IRS examination. For financial reporting purposes, the tax benefits related to the utilization of the tax net operating loss carryforwards generated prior to the 1995 reorganization of approximately $491 million will, to the extent realized in future periods, have no impact on the Company's operating results, but instead be applied to reduce reorganization value in excess of amounts allocable to identifiable assets.

New Accounting Pronouncements

          In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement establishes accounting and reporting standards for derivative instruments and all hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities at their fair values. Accounting for changes in the fair value of a derivative depends on its designation and effectiveness. For derivatives that qualify as effective hedges, the change in fair value will have no impact on earnings until the hedged item affects earnings. For derivatives that are not designated as hedging instruments, or for the ineffective portion of a hedging instrument, the change in fair value will affect current period earnings. With the deferral of the effective date of Statement No. 133, the Company will adopt this standard during its first quarter of fiscal 2001 and does not presently believe that it will have a significant effect on its results of operations or cash flows.

[PAGE]

Item 3. Quantitative and Qualitative Disclosure About Market Risk

          The risk inherent in the Company's market risk sensitive instruments and positions is the potential loss arising from adverse changes in those factors. TWA is susceptible to certain risks related to changes in the cost of jet fuel, changes in interest rates and foreign currency exchange rate fluctuations. The Company does not purchase or hold any derivative financial instruments for trading purposes.

Aircraft Fuel

          Airline operators are inherently dependent upon energy to operate and, therefore, are impacted by changes in jet fuel prices. Jet fuel and oil consumed in the first nine months of 1999 represented approximately 10.7% of TWA's operating expenses. TWA endeavors to acquire jet fuel at the lowest prevailing prices possible.

          TWA's earnings are affected by changes in the price and availability of aircraft fuel. The Company hedges its exposure to jet fuel price market risk only on a limited basis. The fair value of outstanding derivative commodity instruments (primarily commodity swap agreements) related to the Company's jet fuel price market risk during the first nine months of 1999 and at September 30, 1999 was immaterial. A one cent change in the average cost of jet fuel would impact TWA's aircraft fuel expense by approximately $6.8 million per year, based upon consumption in the first nine months of 1999.

Interest Rates

          Airline operators are also inherently capital intensive, as the vast majority of assets are aircraft, which are long lived. TWA's exposure to market risk associated with changes in interest rates relates primarily to its debt obligations. The Company does not have significant exposure to changes in cash flows resulting from changes in interest rates as substantially all its long-term debt carries fixed rates of interest. The nature of fixed rate obligations does expose the Company to the risk of changes in the fair value of these instruments. The Company has outstanding debt of $642.0 million, net of unamortized discounts and including current maturities at September 30, 1999. The contractual maturities of long term debt and the associated average interest rates are as follows:

Maturity Date	Amounts in Thousands	Contractual Weighted Average Interest Rate
1999	$              79,553	9.30%
2000	39,438	8.78%
2001	141,850	9.70%
2002	65,007	11.63%
2003	31,675	10.72%
Thereafter	296,001	11.51%

Foreign Currency Exchange Rates

          Airline operators who fly internationally are exposed to the effect of foreign exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated operating revenues and expenses. While international operations generated 11.3% of TWA's operating revenues in the first nine months of 1999, a substantial portion of these related ticket sales are denominated in U.S. dollars. Additionally, no single foreign currency is a material portion of that amount. The Company does not have significant exposure to fluctuations in these currency rates because of the short-term nature of maturities of receivables and payables related to these operations. The Company has not undertaken additional actions to cover this currency risk and does not engage in any other currency risk management activity.

[PAGE]

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Icahn Litigation

          On June 14, 1995, TWA signed the Extension and Consent Agreement with Karabu to extend the term of certain financing provided by Karabu (the "Icahn Loans"). In consideration of, among other things, the extension of the Icahn Loans, TWA and Karabu entered into a 99-month ticket agreement, which permitted Karabu to purchase two categories of discounted tickets: (1) "domestic consolidator tickets," which are subject to a cap of $610 million, based on the full retail price of the tickets ($120 million in the first 15 months and $70 million per year for the next seven consecutive years through the term of the ticket agreement), and (2) "system tickets," which are not subject to any cap throughout the term of the ticket agreement.

          Tickets sold by TWA to Karabu pursuant to the ticket agreement are priced at levels intended to approximate current competitive discount fares available in the airline industry. TWA believes that applicable provisions of the ticket agreement do not allow Karabu to market or sell system tickets through travel agents or directly to the general public. Karabu, however, has been marketing system tickets through travel agents and directly to the general public. TWA demanded that Karabu cease doing so, and Karabu stated that it disagreed with TWA's interpretation concerning sales through travel agents or directly to the general public.

          On March 20, 1996, TWA filed a petition in the Circuit Court for St. Louis County, Missouri, commencing a lawsuit against Mr. Icahn, Karabu and certain other entities affiliated with Mr. Icahn. The TWA petition alleged that the defendants are violating the ticket agreement and otherwise tortiously interfering with TWA's business expectancy and contractual relationships, by among other things, marketing and selling tickets purchased under the ticket agreement to the general public. The TWA petition sought a declaratory judgment finding that the defendants have violated the ticket agreement, and also sought liquidated, compensatory and punitive damages, in addition to TWA's costs and attorney's fees. On May 7, 1998 the court denied the TWA petition and dismissed the defendants' counterclaims. The court concluded that the defendants could sell discount tickets under the ticket agreement to any person who actually uses the ticket, including non-business travelers, and that the defendants had not breached the ticket agreement. No damages were assessed in respect to either plaintiff's or defendants' petitions.

          The defendants moved to amend or modify the court's ruling to include a declaratory judgment that the defendants are permitted to sell tickets to any person for any purpose, which could include use by the purchaser's family members or friends. TWA opposed the motion and requested that the court clarify the ruling to limit its scope consistent with the reasoning set forth in the decision, specifically so that the person purchasing the ticket must use the ticket (with certain enumerated exceptions) and may not purchase a ticket for any other person. The court denied both motions on June 25, 1998. TWA appealed the denial of its motion for clarification and the court's original ruling and that appeal was denied on September 7, 1999. The court's ruling could have an adverse effect on revenue, which could be significant but the impact of which will depend on a number of factors, including yield, load factors and whether any resulting incremental sales by the defendants will be to passengers that would not otherwise have flown on TWA.

          Additional disputes have arisen between TWA and the entities affiliated with Mr. Icahn as to the meanings of various provisions of the ticket agreement. These include disputes as to the scope of the advertising restrictions in the ticket agreement; whether the Icahn entities are entitled to discounts under the ticket agreement based on special fares offered by TWA on the Internet; whether the Icahn entities can sell discounted tickets to travel agencies; and whether the Icahn entities are complying with certain tax provisions of the ticket agreement. The disputes have resulted in a new suit filed by the Icahn entities against TWA on May 3, 1999 in the District Court for Clark County, Nevada, in which the Icahn entities allege that TWA has tortiously interfered with their ability to complete a proposed public offering of a company controlled by Mr. Icahn and in which they seek a declaratory judgment with respect to their disputes. TWA has filed an answer denying Karabu's allegations. The case has been removed to federal district court pending Karabu's motion to remand to the Clark County court.

Other Actions

          In connection with certain wage scale adjustments afforded to TWA's non-contract employees, employees previously represented by the Independent Federation of Flight Attendants ("IFFA") asserted and won an arbitration ruling with respect to the comparability of wage concessions made in 1994 that, if fully sustained, would have required TWA to provide additional compensation to these employees. As part of the agreement reached with the IAM (now collective bargaining agent for employees formerly represented by IFFA) on a new collective bargaining agreement, noted in Item 5 below, the IAM agreed to withdraw all litigation regarding this matter.

Item 5. Other Information

          TWA reached agreement with its flight attendants and ground employees, represented by the IAM, on new collective bargaining agreements covering approximately 16,000 employees. These agreements have been ratified and became effective as of August 1, 1999.

[PAGE]

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	By:	TRANS WORLD AIRLINES, INC. /s/ Michael J. Palumbo
Dated: November 15, 1999		Michael J. Palumbo Executive Vice President and Chief Financial Officer

[PAGE]

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

*2.1	-	Joint Plan of Reorganization, dated May 12, 1995 (Appendix B to the Registrant's Registration Statement on Form S-4, Registration Number 33-84944, as amended)
*2.2	-	Modification to Joint Plan of Reorganization, dated July 14, 1995 and Supplemental Modifications to Joint Plan of Reorganization dated August 2, 1995 (Exhibit 2.5 to 6/95 10-Q)
*2.3	-	Findings of Fact, Conclusions of Law and Order Confirming Modified Joint Plan of Reorganization, dated August 4, 1995, with Exhibits A-B attached (Exhibit 2.6 to 6/95 10-Q)
*2.4	-	Final Decree, dated December 28, 1995, related to the 1995 Reorganization (Exhibit 2.7 to 12/31/95 Form 10-K)
*3(i)	-	Third Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3(i) to the Registrant's Registration Statement on Form S-4, Registration Number 333-26645)
3(ii)	-	Amended and Restated By-Laws of Trans World Airlines, Inc., effective September 28, 1999
*4.1	-	Voting Trust Agreement, dated November 3, 1993, between TWA and LaSalle National Trust, N.A. as trustee (Exhibit 4.3 to 9/93 10-Q)
*4.2	-	IAM Trans World Employees' Stock Ownership Plan and related Trust Agreement, dated August 31, 1993, between TWA, the IAM Plan Trustee Committee and the IAM Trustee (Exhibit to 9/93 10-Q)
*4.3	-	IFFA Trans World Employees' Stock Ownership Plan and related Trust Agreement, dated August 31, 1993, between TWA, the IFFA Plan Trustee Committee and the IFFA Trustee (Exhibit 4.5 to 9/93 10-Q)
*4.4	-	Trans World Airlines, Inc. Employee Stock Ownership Plan, dated August 31, 1993, First Amendment thereto, dated October 31, 1993, and related Trust Agreement, dated August 31, 1993, between TWA and the ESOP Trustee (Exhibit 4.6 to 9/93 10-Q)
*4.5	-	ALPA Stock Trust, dated August 31, 1993, between TWA and the ALPA Trustee (Exhibit 4.7 to 9/93 10-Q)
*4.6	-	Stockholders Agreement, dated November 3, 1993, among TWA, LaSalle National Trust, N.A., as Voting Trustee and the ALPA Trustee, IAM Trustee, IFFA Trustee and Other Employee Trustee (each as defined therein), as amended by the Addendum to Stockholders dated November 3, 1993 (Exhibit 4.8 to 9/93 10-Q)
*4.7	-	Registration Rights Agreement, dated November 3, 1993, between TWA and the Initial Significant Holders (Exhibit 4.9 to 9/93 10-Q)
*4.8	-	Indenture between TWA and Harris Trust and Savings Bank, dated November 3, 1993 relating to TWA's 8% Senior Secured Notes Due 2000 (Exhibit 4.11 to 9/93 10-Q)
*4.9	-	Indenture between TWA and American National Bank and Trust Company of Chicago, N.A., dated November 3, 1993 relating to TWA's 8% Secured Notes Due 2001 (Exhibit 4.12 to 9/93 10-Q)
*4.10	-	The TWA Air Line Pilots 1995 Employee Stock Ownership Plan, effective as of January 1, 1995 (Exhibit 4.12 to 9/95 10-Q)
*4.11	-	TWA Air Line Pilots Supplemental Stock Plan, effective September 1, 1994 (Exhibit 4.13 to 9/95 10-Q)
*4.12	-	TWA Air Line Pilots Supplemental Stock Plan Trust, effective August 23, 1995 (Exhibit 4.14 to 9/95 10-Q)
*4.13	-	TWA Air Line Pilots Supplemental Stock Plan Custodial Agreement, effective August 23, 1995 (Exhibit 4.15 to 9/95 10-Q)
*4.14	-	Form of Indenture relating to TWA's 8% Convertible Subordinated Debentures Due 2006 (Exhibit 4.16 to Registrants Registration Statement on Form S-3, No. 333-04977)
*4.15	-	Indenture dated as of March 31, 1997 between TWA and First Security Bank, National Association relating to TWA's 12% Senior Secured Notes due 2002 (Exhibit 4.15 to Registrant's Registration Statement on Form S-4, No. 333-26645)
*4.16	-	Form of 12% Senior Secured Note due 2002 (contained in Indenture filed as Exhibit 4.15)
*4.17	-	Registration Rights Agreement dated as of March 31, 1997 between the Company and the Initial Purchaser relating to the 12% Senior Secured Notes due 2002 and the warrants to purchase 126.26 shares of TWA Common Stock (Exhibit 4.17 to Registrant's Registration Statement on Form S-4, No. 333-26645)
*4.18	-	Warrant Agreement dated as of March 31, 1997 between the Company and American Stock Transfer & Trust Company, as Warrant Agent, relating to warrants to purchase 126.26 shares of TWA Common Stock (Exhibit 4.18 to Registrant's Registration Statement on Form S-4, No. 333-26645)
*4.19	-	Form of Indenture relating to TWA's 9¼% Convertible Subordinated Debentures due 2007 (Exhibit 4.19 to Registrant's Registration Statement on Form S-3, No. 333-44689)
*4.20	-	Registration Rights Agreement dated as of December 2, 1997 between the Company and the Initial Purchasers (Exhibit 4.20 to Registrant's Registration Statement on Form S-3, No. 333-44689)
*4.21	-	Indenture dated as of December 9, 1997 by and between TWA and First Security Bank, National Association, as Trustee, relating to TWA's 11½% Senior Secured Notes due 2004 (Exhibit 4.21 to Registrant's Registration Statement on Form S-4, No. 333-44661)
*4.22	-	Form 11½% Senior Secured Note due 2004 (contained in Indenture filed as Exhibit 4.21)
*4.23	-	Registration Rights Agreement dated as of December 9, 1997 among the Company and Lazard Freres & Co. LLC and PaineWebber Incorporated, as initial purchasers, relating to TWA's 11½% Senior Secured Notes due 2004 (Exhibit 4.23 to Registrant's Registration Statement on Form S-4, No. 333-44661)
*4.24	-	Sale and Service Agreement dated as of December 30, 1997 between TWA and Constellation Finance LLC, as purchaser, relating to TWA's receivables (Exhibit 4.24 to Registrant's Registration Statement on Form S-4, No. 333-44661)
*4.25	-	Registration Rights Agreement dated as of March 3, 1998 between the Company and the Initial Purchaser (Exhibit 4.25 to Registrant's Registration Statement on Form S-4, No. 333-59405)
*4.26	-	Indenture dated as of March 3, 1998 by and between TWA and First Security Bank, National Association, as Trustee, relating to TWA's 11 3/8% Senior Notes due 2006 (Exhibit 4.26 to Registrant's Registration Statement on Form S-4, No. 333-59405)
*4.27	-	Aircraft Sale and Note Purchase Agreement dated as of April 9, 1998 among TWA, First Security Bank, National Association, as Owner Trustee and Seven Sixty Seven Leasing, Inc. (Exhibit No. 4.27 to Registrant's Registration Statement on Form S-4, No. 333-59405)
*4.28	-	Indenture dated as of April 21, 1998 by and between TWA and First Security Bank, National Association, as Trustee, relating to TWA's 11 3/8% Senior Secured Notes due 2003 (Exhibit No. 4.28 to Registrant's Registration Statement on Form S-4, No. 333-59405)
*4.29	-	Form of 11 3/8% Senior Secured Notes due 2003 (contained as Exhibit 1 to Rule 144A/Regulation S Appendix to Indenture in Exhibit 4.28)
*4.30	-	Registration Rights Agreement dated as of April 21, 1998 between the Company, Lazard Frères & Co. LLC and First Security Bank, National Association relating to the 11 3/8% Senior Secured Notes Due 2003 (Exhibit 4.31 to Registrant's Registration Statement on Form S-3, No. 333-56991)
10.1	-	Purchase Agreement between McDonnell Douglas Corporation and Trans World Airlines for fifty 717-231 aircraft
11	-	Statement of computation of per share earnings
27	-	Financial Data Schedule

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the third quarter of 1999.

______________

*Incorporated by reference

EX-3 2

Exhibit 3(ii)

AMENDED AND RESTATED BY-LAWS

OF

TRANS WORLD AIRLINES, INC. Article I - OFFICES

Section 1.1. Registered Office in Delaware: Registered Agent

The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company. Said registered office and said registered agent may be changed as provided by the General Corporation Law (as now or hereafter in effect) of the State of Delaware ("GCL").

Section 1.2. Other Offices

The Corporation may have other offices in or outside the State of Delaware.

Article II - STOCKHOLDERS

Section 2.1. Place of Meetings

Meetings of stockholders shall be held in such place in the United States as the Board of Directors may determine, at the address in said city or in such other place determined by the Directors. The Board of Directors may postpone and reschedule any previously scheduled annual or special meeting of the stockholders.

Section 2.2. Annual Meetings

An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before such meeting on the third Tuesday in April in each year (or, if that day shall be a legal holiday in the place in which the meeting is to be held, then on the next following day not such a legal holiday) at twelve o'clock noon at the place where the meeting is to be held, or at such other date and time as the Board of Directors may determine.

Section 2.3 Special Meetings

(a) Generally

Special meetings of the stockholders may be called only by (i) the Chairman of the Board, (ii) the Secretary within ten (10) calendar days after receipt of the written request of a majority of the total number of Directors that the Corporation would have if there were no vacancies, provided, however, that the total number of Directors shall be determined without inclusion of Directors to be named by holders of the Corporation's existing twelve percent (12%) Preferred Stock (the "Preferred Stock") issued and distributed pursuant to the amended plan of reorganization confirmed by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") in the bankruptcy case captioned In re Trans World Airlines, Inc. (Case No. 92-115) ("Plan of Reorganization") until such persons have been elected in accordance with these By-Laws (the "Whole Board"), and (iii) as provided in Section 2.3(b) hereof. Any such request by a majority of the Whole Board must be sent to the Chairman of the Board and the Secretary and must state the purpose or purposes of the proposed meeting. Special meetings of holders of the outstanding Preferred Stock, if any, may be called in the manner and for the purposes provided in the Certificate of Designation, Preferences and Rights of the Preferred Stock (the "Preferred Stock Designation").

(b) Request of Stockholders

Upon the receipt by the Corporation of a written request executed by the holders of not less than thirty-five percent (35%) of the outstanding Voting Stock (as hereinafter defined) (a "Meeting Request"), the Board of Directors will (i) call a special meeting of the stockholders for the purposes specified in the Meeting Request and (ii) fix a record date for the determination of stockholders entitled to notice of and to vote at such meeting, which record date will not be later than sixty (60) calendar days after the date of receipt by the Corporation of the Meeting Request; provided, however, that no separate special meeting of stockholders requested pursuant to a Meeting Request will be required to be convened if (A) the Board of Directors calls an annual or special meeting of stockholders to be held not later than ninety (90) calendar days after receipt of such Meeting Request and (B) the purposes of such annual or special meeting include (among any other matters properly brought before the meeting) the purposes specified in such Meeting Request. Notwithstanding any provision of the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") or these By-Laws to the contrary, this Section 2.3(b) may not be amended or repealed by the Board of Directors, and no provision inconsistent therewith may be adopted by the Board of Directors, without the affirmative vote of the holders of at least a majority of the Voting Stock, voting together as a single class, present or represented by proxy and entitled to vote at any annual or special meeting of stockholders at which such vote is to be taken. The term "Voting Stock" means stock of the Corporation of any class or series entitled to vote generally in the election of Directors and shall not include any class or series of preferred stock of the Corporation unless the certificate of designations, preferences and rights for such class or series of preferred stock shall specifically state that such class or series shall be deemed "Voting Stock" for purposes of the Certificate of Incorporation.

(c) Date and Time of Special Meeting

Special meetings shall be held at such date and time as shall be determined by the Board of Directors.

(d) Application of By-Laws

Provisions of the By-Laws relating to meetings of stockholders (other than provisions thereof relating to meetings of all stockholders) shall apply to special meetings of the holders of the Corporation's preferred stock and special meetings of the holders of Common Stock.

Section 2.4. Fixing Date for Determination of Stockholders of Record

The Board of Directors may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, by fixing, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any such action. If in any case the Board of Directors does not fix such a record date, the record date for such meeting or action shall be the date determined pursuant to the GCL.

Section 2.5. Notice of Meeting

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and, if the list of stockholders required by Section 2.6 hereof is not to be at such place at least ten (10) days prior to the meeting, the place where said list will be. Except as otherwise provided by the GCL, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agents of the Corporation that the notice has been given shall be made and filed with the records of the meeting.

Section 2.6. List of Stockholders Entitled to Vote

The Secretary shall make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number and class of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.7. Chairman and Secretary at Meetings

At each meeting of stockholders the Chairman of the Board, or in his or her absence the person designated in writing by the Chairman of the Board, or, if no person is so designated, then a person designated by a majority of the Whole Board, shall preside as chairman of the meeting. The Secretary, or in his or her absence a person designated by the chairman of the meeting, shall act as secretary of the meeting.

Section 2.8. Quorum

At any meeting of stockholders the holders of record of the Corporation who are entitled to cast a majority of the votes that can be cast by stockholders at such meeting (and, with respect to any matter as to which any stockholders are entitled to vote separately as a class, the holders of record of a majority of the shares of each such class) present in person or represented by proxy and entitled to vote at such meeting, shall constitute a quorum for the transaction of business at such meeting, except that when the GCL or the Certificate of Incorporation requires a larger number for the taking of action on any matter such larger number shall constitute a quorum. In the absence of a quorum (or a quorum of any such class) at a meeting, the chairman of the meeting or the stockholders present in person or represented by proxy and entitled to vote at such meeting, though less than a quorum, may adjourn the meeting from time to time until a quorum (or a quorum of such class) is present; provided, however, that the chairman of the meeting may, in his or her discretion, rule that a motion for such an adjournment is out of order until all business for which a quorum is present has been transacted. At any such adjourned meeting at which a quorum (or a quorum of a class) is present, any business may be transacted that might have been transacted at the original meeting if a quorum (or a quorum of such class) had then been present

Section 2.9 Voting

Except as otherwise provided by the GCL, by the Certificate of Incorporation or by the certificate of designations, preferences and rights for any class or series of the Corporation's preferred stock, each stockholder will be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless otherwise required by the Certificate of Incorporation or these By-Laws or unless the chairman of the meeting or the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting otherwise determine. Every vote taken by written ballot will be counted by the inspectors of election. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter which has actually been voted will be the act of the stockholders, except as otherwise provided in these By-Laws, the Certificate of Incorporation or the certificate of designations, preferences and rights for any class or series of the Corporation's preferred stock.

Section 2.10. Order of Business

(a) Presiding Officer

The chairman of the meeting will call meetings of the stockholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board of Directors prior to the meeting, the chairman of the meeting of the stockholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, including without limitation by imposing restrictions on the persons (other than stockholders of the Corporation or their duly appointed proxies) who may attend any such stockholders' meeting, by ascertaining whether any stockholder or his or her proxy may be excluded from any meeting of the stockholders based upon any determination by the chairman of the meeting, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of the stockholders.

(b) Business Conducted

At an annual meeting of the stockholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with Section 2.5 hereof, (ii) otherwise properly brought before the meeting by the chairman of the meeting or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the meeting by a stockholder of the Corporation in accordance with Section 2.10(c) hereof.

(c) Stockholder's Notice

For business to be properly requested by a stockholder to be brought before an annual meeting, the stockholder must (i) be a stockholder of the Corporation of record at the time of the giving of the notice for such annual meeting provided for in these By-Laws, (ii) be entitled to vote at such meeting, and (iii) have given timely notice thereof in writing to the Secretary. To be timely a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than forty-five (45) calendar days before the date on which the Corporation first mailed its proxy materials for the prior year's annual meeting of stockholders. If the date of the annual meeting changes by more than thirty (30) days from the prior year, then the notice must have been received a reasonable time before the Corporation mails its proxy materials, but in any event, not less than twenty-five (25) calendar days prior to such mailing. A stockholder's notice to the Secretary must be set forth as to each matter the stockholder proposes to bring before the annual meeting (A) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and number of shares of the Corporation that are owned beneficially and of record by the stockholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (D) any material interest of such stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business. Notwithstanding the foregoing provisions of this Section 2.10(c), a stockholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10(c). Nothing in this Section 2.10(c) will be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

(d) Special Meeting of Stockholders

At a special meeting of stockholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the chairman of the meeting or a majority of the Whole Board in accordance with Section 2.5 hereof or (ii) otherwise properly brought before the meeting by the chairman of the meeting or by or at the direction of a majority of the Whole Board.

(e) Determination of Business Properly Brought

The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting in accordance with this Section 2.10 will be made by the chairman of such meeting. If the chairman of the meeting determines that any business is not properly brought before such meeting, he or she will so declare to the meeting and any such business will not be conducted or considered.

Section 2.11. Adjourned Meetings

A meeting of stockholders may be adjourned to another time or place as provided herein. Whenever a meeting is adjourned, the determination of stockholders of record shall apply to any adjournment to the meeting unless the Board of Directors fixes a new record for the adjourned meeting, in which event the new record date shall determine the stockholders of record for the adjourned meeting. Notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At any such adjourned meeting at which a quorum (or a quorum of a class) is present, any business may be transacted that might have been transacted at the original meeting if a quorum (or a quorum of such class) had then been presented.

Section 2.12 Inspectors of Election

The chairman of the meeting shall appoint as many inspectors of election as may be required to conduct the vote cast by ballot on any matter coming before the meeting.

Article III - DIRECTORS

Section 3.1 Board of Directors

(a) Powers

The business of the Corporation shall be managed by a Board of Directors, except as may be otherwise provided by the GCL.

(b) Number

The number of Directors that shall constitute the Whole Board of Directors shall be fifteen (15). Such number shall be automatically increased by two whenever the holders of Preferred Stock become entitled, pursuant to the Preferred Stock Designation, to elect two (2) Directors and such persons have been elected in accordance with the By-Laws and the number of Directors shall be automatically reduced by two (2) whenever the right of the holders of Preferred Stock to elect such two (2) Directors shall cease. Except upon the affirmative vote of the holders of at least a majority of the Preferred Stock, voting as a single class, no resolution or amendment may change the number of Directors to be elected by the holders of Preferred Stock as above stated.

(c) Classes

The Board of Directors shall be divided into Class I, Class II and Class III, with five (5) Directors in each class, as provided in the Certificate of Incorporation.

(d) Qualification

Directors need not be stockholders.

(e) Term of Office

Subject to the provisions of Article Ninth of the Certificate of Incorporation, each Director shall hold office from the day he or she is elected or chosen until the next annual meeting of all stockholders and until his or her successor is elected and qualified or until his or her earlier resignation, death or removal or, in the case of Directors elected only by the holders of Preferred Stock, until their term of office ends pursuant to the provisions of the Preferred Stock Designation.

Section 3.2 Vacancies

Subject to the rights, if any, of any class or series of the Corporation's preferred stock specified in the certificate of designations, preferences and rights relating to such class or series to elect additional Directors, including without limitation, under the circumstances specified in the Preferred Stock Designation and Section 3.5 hereof, newly created directorships resulting from any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other cause will be filled solely by the affirmative vote of sixty percent (60%) of the remaining Directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining Director provided, however, any such vacancies arising during the first or second term of a Class I, Class II or Class III Director will be filled by a nominee of the remaining Directors who were nominated by the same Original Nominating Entity as the vacating Director in accordance with the procedures set out in Article Ninth, Section 2 of the Certificate of Incorporation. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor is elected and qualified. No decrease in the number of Directors constituting the Board of Directors will shorten the term of an incumbent Director.

Section 3.3 Resignation

Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above named Officers and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more Directors shall resign from the Board of Directors, a majority of the Directors then in office, including those who have tendered resignations with respect to which effectiveness has not occurred, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective and each Director so chosen shall hold office for the term specified in Section 3.1(e) hereof. Notwithstanding the foregoing prior to the third annual election of directors, such vacancies shall be filled in accordance with the terms of Section 3.5(a) hereof.

Section 3.4 Removal

Subject to the rights, if any, of the holders of Preferred Stock to elect additional Directors under circumstances specified in the Preferred Stock Designation and Section 3.5(a) hereof, any Director may be removed from office by the stockholders only for cause and only in the manner provided in the Certificate of Incorporation.

Section 3.5 Nominations of Directors; Election

(a) Procedures for the First Three Annual Elections

Through the annual election of Directors at the annual meeting of stockholders to be held in 1996, nominations for Directors whether to fill a vacancy created by resignation, removal or otherwise, shall be made in accordance with Article Ninth of the Certificate of Incorporation.

(b) Procedures After the 1996 Annual Election of Directors

(i) Eligibility for Election

Subject to the rights, if any, of any class or series of the Corporation's preferred stock specified in the certificate of designations, preferences and rights relating to such class or series to elect additional Directors, including without limitation, under the circumstances specified in the Preferred Stock Designation and Section 3.5(a) hereof, only persons who are nominated in accordance with the following procedures will be eligible for election at a meeting of stockholders as Directors of the Corporation.

(ii) Nominations

Nominations of persons for election as Directors of the Corporation may be made only at an annual meeting of stockholders (i) by or at the direction of the Board of Directors, or (ii) by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 3.5, who is entitled to vote for the election of Directors at such meeting, and who complies with the procedures set forth in this Section 3.5(b). All nominations by stockholders must be made pursuant to timely notice in proper written form to the Secretary.

(iii) Stockholder Nominations

To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than forty-five (45) calendar days before the date on which the Corporation first mailed its proxy materials for the prior year's annual meeting of stockholders. If the date of the annual meeting changes by more than thirty (30) days from the prior year, then the notice must have been received a reasonable time before the Corporation mails its proxy materials, but in any event, not less than twenty-five (25) calendar days prior to such mailing. To be in proper written form, such stockholder's notice must set forth or include (i) the name and address, as they appear on the Corporation's books, of the stockholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the stockholder giving the notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and number of shares of stock of the Corporation owned beneficially and of record by the stockholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the stockholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder giving the notice; (v) such other information regarding each nominee proposed by the stockholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (vi) the signed consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director must furnish to the Secretary that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. The chairman of the meeting or stockholders will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 3.5, and if he or she should so determine, he or she will so declare to the meeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Section 3.5, a stockholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 3.5.

Section 3.6 Regular Meetings

Regular meetings of the Board of Directors may be held immediately after the annual meeting of the stockholders and at such other time and place either within or without the State of Delaware as may from time to time be determined by the Board of Directors. Notice of regular meetings of the Board of Directors need not be given.

Section 3.7. Special Meetings

Special meetings of the Board of Directors may be called by the Chairman or the President on one (1) day's notice to each Director by whom such notice is not waived, given either personally or by mail, telephone, telegram, telex, facsimile, or similar medium of communication, and will be called by the Chairman or the President in like manner and on like notice on the written request of five (5) or more Directors. Special meetings of the Board of Directors may be held at such time and place either within or without the State of Delaware as is determined by the Board of Directors or specified in the notice of any such meeting.

Section 3.8. Quorum

At all meetings of the Board of Directors, a majority of the total number of Directors then in office will constitute a quorum for the transaction of business. Except for the designation of committees as hereinafter provided and except for actions required by these By-Laws or the Certificate of Incorporation to be taken by a majority of the Whole Board or by eighty percent (80%) of the Directors then in office, the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time to another place, time, or date, without notice other than announcement at the meeting, until a quorum is present.

Section 3.9. Participation in Meetings by Telephone Conference

Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any such committee, as the case may be, by means of telephone conference or similar means by which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.

Section 3.10. Committees

(a) Generally

The Board of Directors, by resolution passed by a majority of the Whole Board, will designate executive, audit and compensation committees of not less than five (5) members of the Board of Directors.

(b) The Executive Committee

The Board of Directors may appoint an Executive Committee from time to time. The Executive Committee will have the authority to exercise the power of the Board of Directors in the management and business affairs of the company except in so far as it may otherwise be limited in the last sentence of this Subsection 3.10(b).

The Executive Committee will be composed as the Board of Directors may, from time to time, determine. The Executive Committee will have and may exercise the powers of the Board of Directors granted to it by the Board of Directors from time to time, except the power to amend these By-Laws or the Certificate of Incorporation (except, to the extent authorized by a resolution of the Whole Board, to fix the designation, preferences, and other terms of any class or series of preferred stock), adopt an agreement of merger or consolidation, authorize the issuance of stock, declare a dividend or recommend to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation's property and assets, a dissolution of the Corporation, or a revocation of a dissolution, and except as otherwise provided by the GCL.

(c) The Audit Committee

(d) The Compensation Committee

The Compensation Committee will review executive salaries, administer the bonus, incentive compensation and stock option plans of the Corporation and recommend the salaries and other benefits of the chairman of the board and the executive officers of the Corporation for approval by the Board of Directors.

(e) Other Committees

The Board of Directors, by resolution passed by a majority of the Whole Board, may designate one or more additional committees, each such committee to consist of one or more Directors and each to have such lawfully delegable powers and duties as the Board of Directors may confer.

(f) Terms; Appointment

The Executive, Audit and Compensation Committees and each other committee of the Board of Directors will serve at the pleasure of the Board of Directors or as may be specified in any resolution from time to time adopted by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. In lieu of such action by the Board of Directors, in the absence or disqualification of any member of a committee of the Board of Directors, the members thereof present at any such meeting of such committee and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

(g) Powers

Except as otherwise provided in these By-Laws or the GCL, any committee of the Board of Directors, to the extent provided in the resolution of the Board of Directors establishing such committee (subject to the limitations in Section 3.10(b) hereof), will have and may exercise such other powers and authority of the Board of Directors in the direction of the management of the business and affairs of the Corporation as the Board of Directors may from time to time prescribe by resolution. Any such committee designated by the Board of Directors will have such name as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of any committee of the Board of Directors will constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of such committee. Each committee of the Board of Directors may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and will keep a written record of all actions taken by it.

(h) Composition of Committees

A majority of the members of the Executive, Audit and Compensation Committees, and all of the members of any other committee the primary responsibilities of which include (i) reviewing the professional services to be provided by the Corporation's independent auditors and the independence of such firm from the Corporation's management, reviewing financial statements with management or independent auditors, and/or reviewing internal accounting controls, (ii) reviewing and approving salaries and other compensation, whether cash or non-cash, and benefits of the Corporation's executive officers, or (iii) subject to the nominations procedures set forth in the Certificate of Incorporation and these By-Laws, recommending candidates to the Board of Directors for nomination for election to the Board of Directors, will be non-employee Directors.

(i) ALPA, IAM and IFFA Representation

A Director elected by the holders of ALPA Preferred Stock, a Director elected by the holders of IAM Preferred Stock and a Director elected by the holders of IFFA Preferred Stock (collectively the "Labor Directors") shall be entitled to sit as voting members of any committee authorized hereby, including committees existing on the effective date hereof, which shall consider, review, or authorize the merger, consolidation, restructuring or business combination of the Corporation with, or into, any other entity or the sale, transfer or abandonment of significant assets of the Corporation. The Labor Directors shall serve one year terms on a rotating basis on the Compensation, Finance and Executive Committees.

Section 3.11. Compensation

The Board of Directors may establish the compensation for, and reimbursement of the expenses of, Directors for membership on the Board of Directors and on committees of the Board of Directors, attendance at meetings of the Board of Directors or committees of the Board of Directors, and for other services by Directors to the Corporation or any of its majority-owned subsidiaries.

Section 3.12 Rules

The Board of Directors may adopt rules and regulations for the conduct of meetings and the oversight of the management of the affairs of the Corporation.

Article IV- OFFICERS

Section 4.1 Officers; Titles, Selection, Term, and Qualification

The Officers of the Corporation shall be a Chief Executive Officer, who may be designated as Chairman of the Board and/or President, one or more Vice Chairmen, one or more Vice Presidents (one or more who may be designated as Senior Vice President(s) or such other descriptive title as the Board shall determine), a Treasurer, a Controller, a Secretary, and such other Officers and Assistant Officers as the Board of Directors may, from time to time, elect, each of whom shall be elected by and subject to the control of the Board of Directors. Each Officer shall hold office from the time he or she is elected or appointed and qualified, unless he or she shall resign, die, or be removed at an earlier date. Any number of offices may be held by the same person. Except as may be required by the GCL, any office may be left vacant from time to time.

Section 4.2 Appointment of Staff and Assistant Officers

The Chief Executive Officer of the Corporation may, except as provided in Section 4.1 hereof, create and fill any positions, including the positions of Staff, Regional, and Assistant Vice Presidents, Assistant Treasurers, and Assistant Controllers, that he or she may deem advisable, and may delegate that authority in whole or in part to any Officer or Officers, as permitted by the Certificate of Incorporation and the By-Laws.

Section 4.3. Removal

The Board of Directors may remove any Officer, with or without cause, at any time, but only by the affirmative vote of a majority of the Whole Board. All employees shall hold their positions at the discretion of, and may be removed at any time by, the Committee, Officer, or other person having the authority to employ them, as well as the Board of Directors.

Section 4.4. Resignation

Any Officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chief Executive Officer, or the Officer to whom he or she reports. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above named Officers and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5. Vacancies

Any vacancy in the Office of any Officer, however caused, may be filled by the Board of Directors or the Executive Committee.

Section 4.6 Chairman of the Board

The Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she is present and shall have such other powers and duties as the By-Laws or the Board of Directors may from time to time prescribe.

Section 4.7 Vice Chairman

Each Vice Chairman shall oversee such of the daily operations of the Corporation and its subsidiaries and operating divisions as may be assigned by the Chief Executive Officer, and shall have such powers and duties as the By-Laws or the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.8 President

The President shall have such powers and duties as the By-Laws or the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.9 Chief Executive Officer

The Chief Executive Officer shall have general charge of the business and affairs of the Corporation and shall exercise and perform the duties incident to the office of Chief Executive Officer of the Corporation, subject to the direction of the Board of Directors. He or she shall have such other powers and duties as the By-Laws or the Board of Directors may from time to time prescribe. During the absence of the Chief Executive Officer or his or her inability to act, the Officer designated by the Board of Directors shall exercise the powers of the Chief Executive Officer, subject to the direction of the Board of Directors.

Section 4.10 Officer Vice Presidents

Each Vice President who is an Officer shall have such powers and duties as the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.11 Treasurer

The Treasurer shall have the care of all funds and securities of the Corporation and shall have such other powers and duties as the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.12 Controller

The Controller shall have the supervision of the books of account of the Corporation and shall have such other powers and duties as the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.13 Secretary

The Secretary shall record all the proceedings of the meetings of the stockholders, the Board of Directors, and the Executive Committee, and, unless otherwise directed, of the other committees of the Board of Directors, in books to be kept for that purpose. He or she shall have such other powers and duties as the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.14 Assistant Officers

Assistant Officers shall have such powers and duties as the By-Laws, the Board of Directors or the Chief Executive Officer, pursuant to the authority of the Board of Directors, may from time to time prescribe.

Section 4.15. Bond

The Corporation may, but need not, secure the fidelity of any or all of its Officers, agents, or employees by bond or otherwise.

Article V - CAPITAL STOCK

Section 5.1 Stock Certificates

The interest of each holder of stock of the Corporation shall be evidenced by a certificate or certificates in such form as the Board of Directors may from time to time prescribe. Each certificate shall state the number and class of shares that it represents. Each certificate shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and by the Treasurer or the Secretary, except that where any such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any Officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate, shall have ceased to be such Officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such Officer, transfer agent or registrar at the date of issue.

Section 5.2 Transfer of Stock

Shares of stock shall be transferable on the books of the Corporation pursuant to the GCL and such rules and regulations as the Board of Directors shall from time to time prescribe.

Section 5.3 Transfer Agent; Registrar

The Board of Directors may appoint one or more transfer agents and one or more registrars for each class of stock it issues and may require each stock certificate to bear the signature of a transfer agent or a registrar or both.

Section 5.4. Holders of Record

The Corporation may treat the holder of record of a share of its stock as the complete owner thereof entitled to receive dividends thereon and to vote such share and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.

Section 5.5. Fractional Shares

The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

Section 5.6. Lost, Stolen or Destroyed Certificates

The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Article VI - INDEMNIFICATION PROCEDURES

Section 6.1. Indemnification Procedures

In furtherance of the indemnification permitted by Article Eleventh of the Certificate of Incorporation, but not in limitation thereof, the following procedures, presumptions, and remedies will apply with respect to advancement of expenses and the right to indemnification under the Certificate of Incorporation. When used herein the term "indemnitee" shall mean any person who is one of the persons set forth in Article Eleventh of the Certificate of Incorporation as being entitled to indemnification.

(a) Advances

All reasonable expenses incurred by or on behalf of an indemnitee in connection with any proceeding will be advanced to the indemnitee by the Corporation within thirty (30) calendar days after the receipt by the Corporation of a statement or statements from the indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding. Such statement or statements will describe in reasonable detail the expenses incurred by the indemnitee and, if and to the extent required by the GCL at the time of such advance, will include or be accompanied by an undertaking by or on behalf of the indemnitee to repay such amounts advanced as to which it may ultimately be determined that the indemnitee is not entitled. If such an undertaking is required by the GCL at the time of an advance, no security will be required for such undertaking and such undertaking will be accepted without reference to the recipient's financial ability to make repayment

(b) Procedures

To obtain indemnification the indemnitee will submit to the Secretary of the Corporation a written request, including such documentation supporting the claim as is reasonably available to the indemnitee and is reasonably necessary to determine whether and to what extent the indemnitee is entitled to indemnification (the "Supporting Documentation"). The determination of the indemnitee's entitlement to indemnification will be made not less than sixty (60) calendar days after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary will promptly upon receipt of such a request for indemnification advise the Board of Directors in writing that the indemnitee has requested indemnification. The indemnitee's entitlement to indemnification hereunder will be determined in one of the following ways: (i) by a majority vote of the Disinterested Directors (as hereinafter defined), if they constitute a quorum of the Board of Directors, or, in the case of an indemnitee that is not a present or former officer of the Corporation, by any committee of the Board of Directors or committee of officers or agents of the Corporation designated for such purpose by a majority of the Whole Board; (ii) by a written opinion of Independent Counsel (as hereinafter defined) if (1) a Change of Control (as hereinafter defined) has occurred and the indemnitee so requests or (2) in the case of an indemnitee that is a present or former officer of the Corporation, a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, a majority of such Disinterested Directors so directs; (iii) by the stockholders (but only if a majority of the Disinterested Directors, if they constitute a quorum of the Board of Directors, presents the issue of entitlement to indemnification to the stockholders for their determination); or (iv) as provided below. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to clause (ii) above, a majority of the Disinterested Directors will select the Independent Counsel, but only an Independent Counsel to which the indemnitee does not reasonably object; provided, however, that if a Change of Control has occurred, the indemnitee will select such Independent Counsel, but only an Independent Counsel to which the Board of Directors does not reasonably object

Except as otherwise expressly provided herein the indemnitee will be presumed to be entitled to indemnification upon submission of a request for indemnification together with the Supporting Documentation in accordance herewith above, and thereafter the Corporation will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered hereunder to determine entitlement to indemnification has not been appointed or has not made a determination within sixty (60) calendar days after receipt by the Corporation of the request therefor together with the Supporting Documentation, the indemnitee will be deemed to be entitled to indemnification and the indemnitee will be entitled to such indemnification unless (i) the indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (ii) such indemnification is prohibited by law. The termination of any proceeding, or of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, adversely affect the right of the indemnitee to indemnification or create a presumption that the indemnitee did not act in good faith and in a manner which the indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal proceeding, that the indemnitee had reasonable cause to believe that his or her conduct was unlawful.

In the event that a determination is made pursuant hereto that the indemnitee is not entitled to indemnification (i) the indemnitee will be entitled to seek an adjudication of his or her entitlement to such indemnification either, at the indemnitee's sole option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (ii) any such judicial proceeding or arbitration will be de novo and the indemnitee will not be prejudiced by reason of such adverse determination; and (iii) in any such judicial proceeding or arbitration the Corporation will have the burden of proving that the indemnitee is not entitled to indemnification.

If a determination is made or deemed to have been made, pursuant hereto that the indemnitee is entitled to indemnification, the Corporation will be obligated to pay the amounts constituting such indemnification within five (5) business days after such determination has been made or deemed to have been made and will be conclusively bound by such determination unless (i) the indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (ii) such indemnification is prohibited by law. In the event that advancement of expenses is not timely made pursuant hereto or payment of indemnification is not made within five (5) business days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant hereto, the indemnitee will be entitled to seek judicial enforcement of the Corporation's obligation to pay to the indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Corporation may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of the indemnitee to receive indemnification hereunder due to the occurrence of any event described in subclause (i) or (ii) of the first sentence of this paragraph (a "Disqualifying Event"); provided, however, that in any such action the Corporation will have the burden of proving the occurrence of such Disqualifying Event.

The Corporation will be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to the provisions hereof that the procedures and presumptions hereof are not valid, binding, and enforceable and will stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions hereof.

In the event that the indemnitee, pursuant to the provisions hereof, seeks a judicial adjudication of, or an award in arbitration to enforce, his or her rights under, or to recover damages for breach hereunder, the indemnitee will be entitled to recover from the Corporation, and will be indemnified by the Corporation against, any expenses actually and reasonably incurred by the indemnitee if the indemnitee prevails in such judicial adjudication or arbitration. If it is determined in such judicial adjudication or arbitration that the indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the indemnitee in connection with such judicial adjudication or arbitration will be prorated accordingly.

For purposes of this Article VI:

"Change in Control" means the occurrence of any of the following events:

(1) The Corporation is merged, consolidated, or reorganized into or with another corporation or other legal entity, and as a result of such merger, consolidation, or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or entity immediately after such transaction are held in the aggregate by the holders of the voting stock immediately prior to such transaction;

(2) The Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal entity and, as a result of such sale or transfer, less than a majority of the combined voting power of the then-outstanding securities of such other corporation or entity immediately after such sale or transfer is held in the aggregate by the holders of voting stock immediately prior to such sale or transfer;

(3) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report or item therein), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person. is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing thirty-five percent (35%) or more of the combined voting power of the voting stock; provided, however, that no person will be deemed a member of a "group" (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) for purposes of this Article VI solely by reason of being a party to the Stockholders Agreement dated as of November 3, 1993 by and among the Corporation and William F. Compton, Don R. Jacobs and Marcus P. Spiegel, as ALPA Trustees, Shawmut Bank, as IAM Trustee, Plan Trustee Committee of IFFA, Trans World Airlines Employees' Stock Ownership Plan, as IFFA Trustee, Glenn R. Zander, as Other Employee Trustee, and LaSalle National Trust, N.A., as Voting Trustee; or

(4) The Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form, or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction.

Notwithstanding the immediately above clauses (3) and (4), unless otherwise determined in a specific case by majority vote of the Board of Directors, a "Change in Control" will not be deemed to have occurred for purposes of such clauses solely because (x) the Corporation, (y) an entity in which the Corporation, directly or indirectly, beneficially owns fifty percent (50%) or more of the voting securities (a "Subsidiary"), or (z) any employee stock ownership plan or any other employee benefit plan of the Corporation or any Subsidiary either Files of becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-l, Form 8-K, or Schedule 14A (or any successor schedule, form, or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of voting stock, whether in excess of thirty-five percent (35%) or otherwise, or because the Corporation reports that a change in control of the Corporation has occurred or will occur in the future by reason of such beneficial ownership.

"Disinterested Director" means a Director who is not or was not a party to the Proceeding in respect of which indemnification is sought by the indemnitee.

"Independent Counsel" means a law firm or a member of a law firm that neither presently is, nor in the past five (5) years has been, retained to represent (i) the Corporation or the indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" will not include any person who, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would be precluded from representing either the Corporation or the indemnitee in an action to determine the indemnitee's rights hereunder.

The Corporation may purchase and maintain insurance to protect itself and any indemnitee against any expenses, judgments, fines, and amounts paid in settlement or incurred by any indemnitee in connection with any proceeding to the fullest extent permitted by the GCL as then in effect The Corporation may enter into contracts with any person entitled to indemnification hereunder or otherwise, and may create a trust fund, grant a security interest, or use other means (include without limitation a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided hereunder.

Article VII - MISCELLANEOUS

Section 7.1. Form of Records

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device; provided, however, that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept on the request of any person entitled to inspect the same.

Section 7.2 Waiver of Notice

Whenever notice is required to be given under any provision of the GCL, the Certificate of Incorporation or the By-Laws, a written waiver thereof, signed by a person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent notice to such person. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting had not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or of the Board of Directors or of any committee thereof need be specified in any written waiver of notice.

Section 7.3 Voting upon Stock

Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the President, the Secretary, or the Treasurer shall have full power and authority to attend and vote at any meeting of stockholders of any corporation in which the Corporation may own stock and to grant proxies and to give written consents in respect of such stock. The Board of Directors may from time to time confer like powers on any other person or persons.

Section 7.4 Collections and Depositories

Checks, drafts, and other instruments for the payment of money to the Corporation shall be endorsed for collection, either manually or by facsimile, by such Officer or Officers or other person or persons as may from time to time be specified by the Board of Directors or in a manner prescribed by the Board of Directors and shall be deposited in such banks, trust companies, or other depositories as may be designated from time to time by the Board of Directors or in a manner prescribed by the Board of Directors.

Section 7.5 Checks

Checks, drafts or other instruments for the payment of money by the Corporation shall be signed in such manner, either manually or by facsimile, by such Officer or Officers or other person or persons as may from time to time be specified by the Board of Directors or in a manner prescribed by the Board of Directors.

Section 7.6 Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

Section 7.7 Corporate Seal

The Corporate Seal of the Corporation shall be in such form as the Board of Directors may from time to time prescribe and the Secretary or the Treasurer or any Assistant Secretary or Assistant Treasurer may cause it or a facsimile thereof to be impressed or fixed or in any other manner reproduced on any instrument that is to be sealed with the Corporate Seal and may attest the same.

Section 7.8 Reliance upon Books, Reports, and Records

Each Director, each member of a committee designated by the Board of Directors, and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation's officers or employees, or committees of the Board of Directors, or by any other person or entity as to matters the Director, committee member, or officer believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.9 Time Periods

In applying any provision of these By-Laws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded, and the day of the event will be included.

Section 7.10 Certain Defined Terms

Terms used herein with initial capital letters that are not otherwise defined are used herein as defined in the Certificate of Incorporation.

Section 7.11 Ratifications

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

Section 7.12 Authority for Certain Corporate Actions

The following actions must be approved by the Board of Directors, which approval shall not be given over the dissenting vote of (i) the Directors elected by the holders of ALPA Preferred Stock, IFFA Preferred Stock and IAM Preferred Stock ("Labor Directors") plus (ii) two Directors other than the Labor Directors:

(a) any sale, transfer or disposition of, in a single or series of transactions, twenty percent (20%) or more of the Corporation's assets, except for transactions in the ordinary course of business including aircraft transactions as part of a fleet management plan;

(b) any merger or consolidation of the Corporation with or into another entity;

(c) any business combination within the meaning of Section 203 of the GCL;

(d) a dissolution or liquidation of the Corporation;

(e) any filing of a petition for bankruptcy, reorganization or receivership under any state or federal bankruptcy, reorganization or insolvency law;

(f) any repurchase, retirement or redemption of the Corporation's stock, or securities prior to their scheduled maturity or expiration, except for mandatory redemptions of any redeemable preferred stock of the Corporation and for redemptions out of proceeds of any substantially concurrent offering of comparable or junior securities;

(g) any acquisition of assets not related to the Corporation's current business as an air carrier in a single or series of related transactions in excess of $50,000,000 adjusted annually by reference to the Consumer Price Index as published from time to time by the Bureau of Labor Statistics; or

(h) any sale of the Corporation's capital stock or securities convertible into capital stock of the Corporation to any person if (A) at the time of issuance or (B) assuming conversion of all outstanding convertible securities of the Corporation, such person or entity would own twenty percent (20%) or more of the outstanding capital stock of the Corporation.

Article VIII - AMENDMENT AND SEVERABILITY OF BY-LAWS

Section 8.1. Amendment

(a) To the extent permitted in the Certificate of Incorporation and the By-Laws, the Board of Directors shall have power to adopt, amend or repeal By-Laws. To the extent permitted in the Certificate of Incorporation and the By-Laws, By-Laws adopted by the Board of Directors may be repealed or changed, and new By-Laws made, by the stockholders, and the stockholders may prescribe that any By-Law made by them shall not be altered, amended or repealed by the Board of Directors.

(b) Notwithstanding any provision of the Certificate of Incorporation or these By-Laws to the contrary, the following provisions of these By-Laws shall not be amended prior to September 1, 2002 without the affirmative vote of the Directors elected by the holders of the ALPA Preferred Stock, IAM Preferred Stock and IFFA Preferred Stock: Section 3.10(i), Section 7.12 and this Section 8.1(b).

Section 8.2. Severability

If any provision or provisions of these By-Laws are held to be invalid, illegal, or unenforceable for any reason whatsoever: (i) the validity, legality, and enforceability of the remaining provisions of these By-Laws (including without limitation all portions of any paragraph of these By-Laws containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) will not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these By-Laws (including without limitation all portions of any paragraph of those By-Laws containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) will be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. EX-10 3

Exhibit 10.1

PURCHASE AGREEMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC.

Relating to Model 717-231 Aircraft

Purchase Agreement Number 2216

TABLE OF CONTENTS

		Page Number
ARTICLES
1.	Subject Matter of Sale	1-1
2.	Delivery, Title and Risk of Loss	2-1
3.	Price of Aircraft	3-1
4.	Taxes	4-1
5.	Payment	5-1
6.	Excusable Delay	6-1
7.	Changes to the Detail Specification	7-1
8.	Federal Aviation Requirements and Certificates and Export License	8-1
9.	Representatives, Inspection, Flights and Test Data	9-1
10.	Assignment, Resale or Lease	10-1
11.	Termination for Certain Events	11-1
12.	Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance	12-1
13.	Buyer Furnished Equipment and Spare Parts	13-1
14.	Contractual Notices and Requests	14-1
15.	Miscellaneous	15-1

TABLE OF CONTENTS

EXHIBITS
A	Aircraft Configuration
B	Product Assurance Document
C	Customer Support Document
D	Price Adjustments Due to Economic Fluctuations - Airframe and Engines
E	Buyer Furnished Equipment Provisions Document
F	Defined Terms Document

LETTER AGREEMENT

INDEX

SUBJECT	REFERENCE
2216-1
Seller Purchased Equipment
2216-2
Spares Initial Provisioning

TABLE OF CONTENTS

RESTRICTED LETTER AGREEMENTS

Letter Agreement No. 6-1162-RCN-1332
Aircraft Performance Guarantees

Letter Agreement No. 6-1162-RCN-1333
Other Matters

Letter Agreement No. 6-1162-RCN-1334
Business Considerations

Letter Agreement No. 6-1162- RCN-1335
Option Aircraft

Letter Agreement No. 6-1162- RCN-1336
Promotional Support

Letter Agreement No. 6-1162-RCN-1337
Liquidated Damages

Letter Agreement No. 6-1162-RCN-1338
Termination Right

Letter Agreement No. 6-1162-RCN-1340
Simulator Sale

Letter Agreement No. 6-1162-RCN-1343
Application of Advance Payments

Letter Agreement No. 6-1162-RCN-1344
Termination Right

PURCHASE AGREEMENT NO. 2216

Relating to

MODEL 717-231 AIRCRAFT

This Agreement is entered into as of _____________________, 1998 by and between MCDONNELL DOUGLAS CORPORATION, a wholly-owned subsidiary of THE BOEING COMPANY (Seller), having an office in the city of Long Beach, State of California, and, TRANS WORLD AIRLINES, INC. (Buyer), with its principal office in St. Louis, Missouri.

Accordingly, Seller and Buyer agree as follows:

ARTICLE 1. Subject Matter of Sale.

1.1 The Aircraft. Seller will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Seller of fifty (50) Seller Model 717-231 aircraft (the Aircraft) manufactured in accordance with Seller detail specification CS7172D dated To Be Determined, as described in Exhibit A, as modified from time to time in accordance with this Agreement (Detail Specification).

1.2 Additional Goods and Services. In connection with the sale of the Aircraft, Seller will also provide to Buyer certain other things under this Agreement, including data, documents, training and services, all as described in this Agreement.

1.3 Performance Guarantees. Any performance guarantees applicable to the Aircraft will be expressly included in this Agreement. Where performance guarantees are included in this Agreement other than within the Detail Specification, such guarantees will be treated as being incorporated in the Detail Specification by this reference.

1.4 Defined Terms. For ease of use, certain terms are treated as defined terms in this Agreement. Such terms are identified with a capital letter and set forth and/or defined in Exhibit F.

ARTICLE 2. Delivery, Title and Risk of Loss.

2.1 Time of Delivery. The Aircraft will be delivered to Buyer by Seller assembled and completed, ready for flight and Buyer will accept delivery of the Aircraft, in accordance with the following schedule:

Month and Year of Delivery	Quantity of Aircraft
Feb-2000	1
Apr-2000	1
May-2000	1
Jun-2000	2
Jul-2000	1
Aug-2000	1
Sep-2000	2
Oct-2000	2
Nov-2000	2
Dec-2000	2
Jan-2001	1
Feb-2001	1
Mar-2001	2
Apr-2001	1
May-2001	1
Jun-2001	2
Jul-2001	1
Aug-2001	1
Sep-2001	2
Oct-2001	1
Nov-2001	1
Dec-2001	1
Jan-2002	1
Feb-2002	1
Mar-2002	1
Apr-2002	1
May-2002	1
Jun-2002	1
Jul-2002	1
Aug-2002	1
Sep-2002	1
Oct-2002	1
Nov-2002	1
Dec-2002	1
Jan-2003	1
Feb-2003	1
Mar-2003	1
Apr-2003	1
May-2003	1
Jun-2003	1
Jul-2003	1
Aug-2003	1

2.2 Tender of Aircraft.

The Aircraft shall be tendered to Buyer for technical acceptance after it has been assembled, completed and tested by Seller, but no earlier than ten days prior to the first day of the scheduled month of delivery. Seller will use its best reasonable efforts to give Buyer at least 60 days notice of the date on which Seller estimates that the Aircraft will be tendered for technical acceptance and delivery. Seller will use its best reasonable efforts to give Buyer at least 45 days notice of the estimated delivery date of the Aircraft. Buyer agrees to complete all inspections and testing authorized or permitted under Article 9 of the Agreement before the end of the fifth business day after Seller has tendered the Aircraft to Buyer. If during the five business day technical acceptance period Buyer determines and Seller agrees that there is noncompliance with the Detail Specification, the five business day period shall be suspended until (i) Seller corrects the noncompliance or (ii) the condition is resolved to the satisfaction of Buyer and Seller. During the suspension period, Buyer shall continue its inspection of areas of the Aircraft unaffected by Seller's efforts to correct the noncompliance. Upon completion of (i) or (ii) above, Buyer shall have the remainder of the period to complete its technical acceptance. Buyer shall technically accept the Aircraft if it meets the requirements of the Detail Specification.

2.3 Acceptance of an Aircraft.

Immediately upon completion of the inspection and testing noted above, indicating that the Aircraft meets the requirements of the Detail Specifications, Buyer shall indicate its technical acceptance of an Aircraft by execution of Section A of a Certificate of Technical Acceptance and Delivery for the Aircraft. Technical acceptance of the Aircraft by Buyer shall not impair the warranties set forth Exhibit B. In the event Buyer fails to complete its technical acceptance due to the fault of the Buyer within the five business day period, the Aircraft shall be deemed to have been technically accepted by Buyer at the end of the five business day period after tender as if Buyer had expressly indicated its technical acceptance as noted above.

2.4 Delivery of an Aircraft.

On the first business day after technical acceptance, but no earlier than the date of issuance of an FAA Certificate of Airworthiness for the Aircraft, Buyer shall accept delivery of the Aircraft by endorsement of Section B of a Certificate of Technical Acceptance and Delivery for such Aircraft. Delivery shall be made at an airport in California designated by Seller or at an alternate location as mutually agreed in writing. If, at Buyer's request, delivery is made at an alternate location, Buyer shall reimburse Seller for any increased costs incurred by Seller as a result thereof. If Buyer fails to accept delivery of an Aircraft as required above, Buyer shall reimburse Seller for all losses, costs and expenses (including, without limitation, taxes, Interest and reasonable amounts for transportation, storage, insurance, preservation, preparation and protection) sustained by Seller after such date. Seller's acceptance of such payments shall not constitute a waiver of its rights to pursue its remedies for default or to pursue any other rights it may have at law or otherwise.

2.5 Title and Bill of Sale.

Upon delivery of and payment for an Aircraft, title to the Aircraft shall pass from Seller to Buyer. Seller shall furnish to Buyer a full warranty bill of sale and other appropriate documents of title as Buyer may reasonably request.

ARTICLE 3. Price of Aircraft.

3.1 Definitions.

3.1.1 Special Features are the features incorporated in Exhibit A which have been selected by Buyer.

3.1.2 Base Airframe Price is the Aircraft Basic Price including engines but excluding the price of Special Features.

3.1.3 Aircraft Basic Price is comprised of the Base Airframe Price, and the price of the Special Features.

3.1.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe and Special Features) as calculated pursuant to Exhibit D.

3.1.5 Aircraft Price is the total amount Buyer is to pay for the Aircraft at the time of delivery.

3.2 Aircraft Basic Price.

The Aircraft Basic Price, expressed in July 1998 dollars, is set forth below:

Base Airframe Price: $29,806,000

Special Features $865,600

Aircraft Basic Price $30,671,600

3.3 Aircraft Price. The Aircraft Price will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:

3.3.1 the Aircraft Basic Price, which is Thirty Million Six Hundred Seventy One Thousand Six Hundred dollars ($30,671,600); plus

3.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formula set forth in Exhibit D (Escalation Adjustment); plus

3.3.3 other price adjustments made pursuant to this Agreement or other written agreements executed by Seller and Buyer.

3.4 Advance Payment Base Price.

3.4.1 Advance Payment Base Price. For advance payment purposes, the following estimated delivery prices of the Aircraft have been established, using currently available forecasts of the escalation factors used by Seller as of the date of signing this Agreement. The Advance Payment Base Price of each Aircraft is set forth below:

Month and Year of Scheduled Delivery	Advance Payment Base Price per Aircraft
Feb-2000	$32,464,000
Apr-2000	$32,590,000
May-2000	$32,651,000
Jun-2000	$32,734,000
Jul-2000	$32,823,000
Aug-2000	$32,909,000
Sep-2000	$33,013,000
Oct-2000	$33,111,000
Nov-2000	$33,212,000
Dec-2000	$33,317,000
Jan-2001	$33,421,000
Feb-2001	$33,522,000
Mar-2001	$33,630,000
Apr-2001	$33,725,000
May-2001	$33,829,000
Jun-2001	$33,909,000
Jul-2001	$33,995,000
Aug-2001	$34,068,000
Sep-2001	$34,139,000
Oct-2001	$34,222,000
Nov-2001	$34,292,000
Dec-2001	$34,357,000
Jan-2002	$34,483,000
Feb-2002	$34,548,000
Mar-2002	$34,621,000
Apr-2002	$34,701,000
May-2002	$34,772,000
Jun-2002	$34,864,000
Jul-2002	$34,946,000
Aug-2002	$35,038,000
Sep-2002	$35,140,000
Oct-2002	$35,250,000
Nov-2002	$35,348,000
Dec-2002	$35,446,000
Jan-2003	$35,554,000
Feb-2003	$35,655,000
Mar-2003	$35,750,000
Apr-2003	$35,863,000
May-2003	$35,965,000
Jun-2003	$36,041,000
Jul-2003	$36,143,000
Aug-2003	$36,225,000

3.5 Notice

At least seven days prior to the date on which Seller will tender delivery of the Aircraft to Buyer, Seller shall give to Buyer an invoice showing the Aircraft Basic Price, the changes made thereto by Change Order and other agreements between Seller and Buyer, the Economic Price Adjustments and the Aircraft Price of such Aircraft.

ARTICLE 4. Taxes and Customs Duties.

4.1 Taxes. In addition to the purchase price of the Aircraft, Buyer shall pay to Seller, upon demand, any sales or use taxes required to be paid by Seller as a result of any sale, use (by Buyer after valid tender of delivery), delivery, storage (after valid tender of delivery), or transfer under this Agreement of the Aircraft, accessories, equipment, Buyer Furnished Equipment (Article 9), services, instructions and data furnished or delivered hereunder; provided, however, that Buyer shall have no liability for any penalties or interest with respect to any such taxes, or for any tax which may be levied upon any payment to Seller by Buyer for the purpose of paying such tax, arising out of Seller's fault or negligence. If claim is made against Seller for such taxes, Seller shall promptly notify Buyer. If seasonably requested by Buyer in writing, Seller shall, at Buyer's expense, take such action as Buyer may reasonably direct with respect to such asserted liability and shall not pay such tax except under protest, if protest is necessary. If payment be made, Seller shall, at Buyer's expense, take such action as Buyer may reasonably direct to recover such payment and shall, if requested, permit Buyer in Seller's name to file claim or commence an action to recover such payment. Buyer shall not be liable for any sales or use taxes pursuant to the provisions of this Article 4 for which it has not been invoiced within one (1) year from the date of delivery, storage or transfer of any Aircraft, accessory, equipment, Buyer Furnished Equipment, service, instruction or datum to which such sales or use taxes apply. The foregoing indemnity shall not extend to any taxes imposed or assessed on Seller or any other person as a result of any financing transaction that Seller, or any affiliate of Seller, enters into with respect to the Aircraft, Product, BFE, Service or Document.

4.2 Customs Duties. In addition to the purchase price of the Aircraft, Buyer shall pay to Seller on demand the amount of any United States custom duties required to be paid by Seller with respect to the importation of any items of Buyer Furnished Equipment or any other accessory, equipment or part of foreign manufacture installed in the Aircraft at Buyer's request. Seller shall use its best efforts to assist Buyer in obtaining a refund of such customs duties upon exportation of the Aircraft from the United States or in securing temporary free importation of such items under bond, to the extent permitted by law. Buyer shall reimburse Seller for any expenses and hold Seller harmless from any penalties incurred by or imposed upon Seller as a result of any action taken under this Article 4.2.

ARTICLE 5. Payment.

5.1 Advance Payment Schedule. Advance payment for each Aircraft will be made to Seller by Buyer as follows:

Due Date of Payment	Amount Due per Aircraft (Percentage times Advance Payment Base Price)
Upon signing the Agreement	1% (less the Deposit)
24 months prior to the first day of the schedule delivery month of the Aircraft	4%
21 months prior to the first day of the scheduled delivery month of the Aircraft	5%
18 months prior to the first day of the scheduled delivery month of the Aircraft	5%
12 months prior to the first day of the scheduled delivery month of the Aircraft	5%
9 months prior to the first day of the scheduled delivery month of the Aircraft	5%
6 months prior to the first day of the scheduled delivery month of the Aircraft	5%
Total	30%

5.2 Payment at Delivery. The Aircraft Price, less Advance Payments received by Seller, is due on delivery of such Aircraft to Buyer.

5.3 Form of Payments. All payments due hereunder will be made by Buyer to Seller by unconditional deposit in a bank account in the United States designated by Seller or in other immediately available funds. All prices and payments set forth in this Agreement are in United States Dollars.

5.4 Monetary and Government Regulations. Buyer will be responsible for complying with all monetary control regulations and for obtaining necessary governmental authorizations related to payments hereunder.

ARTICLE 6. Excusable Delay.

6.1 General. Seller will not be liable for or be deemed to be in default under this Agreement on account of any delay in delivery of any Aircraft or other performance hereunder arising out of causes such as: acts of God; war, armed hostilities, riots, fires, floods, earthquakes or serious accidents; governmental acts or failures to act affecting materials, facilities or Aircraft; strikes or labor troubles causing cessation, slowdown or interruption of work; damage to an Aircraft; failure of or delay in transportation; or inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts; or arising out of any other cause to the extent it is beyond Seller's control or not occasioned by Seller's fault or negligence. A delay resulting from such causes is referred to as an "Excusable Delay". Seller shall as soon as is reasonably practical notify Buyer if Seller concludes, based on its appraisal of the facts, that due for any reason the delivery of an Aircraft will be delayed beyond the scheduled delivery month or delivery date specified in any notice to Buyer from Seller in accordance with the terms hereof.

6.2 Excusable Delay of 12 Months.

6.2.1 Anticipated Delay. If Seller concludes, based on its appraisal of the facts and normal scheduling procedures, that due to an Excusable Delay, delivery of an Aircraft will be delayed more than 12 months beyond the month in which delivery is scheduled, Seller will promptly so notify Buyer in writing and either party may then terminate this Agreement with respect to such Aircraft by giving written notice to the other within 15 days after receipt by Buyer of Seller's notice. Failure of a party to terminate the purchase of an Aircraft for an Excusable Delay pursuant to this paragraph results in a waiver of that party's right to terminate the purchase of such Aircraft for any delay in delivery caused by such Excusable Delay.

6.2.2 Actual Delay. If, due to an Excusable Delay, delivery of an Aircraft is delayed for more than 12 months beyond the month in which delivery is scheduled, and such right to terminate has not been waived under paragraph 6.2.1, either party may terminate this Agreement with respect to such Aircraft by giving written notice to the other within 15 days after the expiration of such 12-month period.

6.3 Aircraft Damaged Beyond Repair. If, prior to delivery, an Aircraft is destroyed or damaged beyond economic repair due to any cause, Seller will promptly notify Buyer in writing and either party may then terminate this Agreement with respect to such Aircraft. If Seller does not so terminate this Agreement with respect to such Aircraft, such notice will specify the earliest date reasonably possible, consistent with Seller's other contractual commitments and production capabilities, by which Seller will deliver a replacement for such Aircraft. This Agreement will thereupon terminate as to such Aircraft, unless Buyer gives Seller written notice, within 30 days after receipt of Seller's notice, that Buyer desires the proposed replacement for such Aircraft.

6.4 Agreement Revision. If an Aircraft is delayed, or destroyed or damaged beyond economic repair, and this Agreement is not terminated pursuant to this Article, this Agreement will be appropriately revised. Such revision to the Agreement will be reasonable between Seller and Buyer.

6.5 Agreement Termination.

6.5.1 Termination under this Article will discharge all obligations and liabilities of Seller and Buyer hereunder with respect to terminated Aircraft and all related undelivered items and services, except that Seller will return to Buyer, without interest, all advance payments related to such Aircraft.

6.5.2 If either party terminates this Agreement as to any Aircraft pursuant to this Article, Seller may, upon written notice to Buyer within 30 days after such termination, purchase from Buyer any Buyer Furnished Equipment related to such Aircraft, at the invoice prices paid, or contracted to be paid, by Buyer.

6.6 Exclusive Rights. The termination rights set forth in this Article are in substitution for any and all other rights of termination or contract lapse or any other claim arising by operation of law by virtue of delays in performance covered by this Article.

ARTICLE 7. Changes to the Detail Specification.

7.1 Development Changes. Seller may, at its own expense and without Buyer's consent, incorporate Development Changes in the Detail Specification and the Aircraft prior to delivery to Buyer. Development Changes are defined as changes to the basic specification for Model 717-200 aircraft that do not affect the Aircraft Purchase Price or adversely affect Aircraft delivery, guaranteed weight, guaranteed performance or compliance with the interchangeability or replaceability requirements set forth in the Detail Specification. If Seller makes changes pursuant to this paragraph, Seller will promptly notify Buyer of such changes.

7.2 Change Orders. The Detail Specification and associated provisions of this Agreement may be amended by Change Order or other written agreement, which will state the particular changes to be made and any effect on design, performance, weight, balance, time of delivery, Aircraft Basic Price and Advance Payment Base Price.

ARTICLE 8. Federal Aviation Requirements and Certificates.

8.1 FAA Approval.

Each Aircraft shall at the time of delivery meet the FAA requirements for airworthiness certification and be so certified under all the conditions set forth in the Detail Specification. It is further understood and agreed that, except as required by the Detail Specification, each Aircraft need not meet FAA requirements for specific operation on Buyer's routes.

8.2 FAA Certificates.

8.2.1 Seller will obtain from the Federal Aviation Administration (FAA):

8.2.1.1 a Type Certificate (transport category) issued pursuant to Part 21 of the Federal Aviation Regulations for the type of aircraft covered by this Agreement, and

8.2.1.2 a Standard Airworthiness Certificate for each Aircraft issued pursuant to Part 21 of the Federal Aviation Regulations, which will be provided to Buyer with delivery of the Aircraft.

8.2.2 Seller will not be obligated to obtain any other certificates or approvals for the Aircraft.

8.2.3 If the use of either FAA certificate is discontinued prior to delivery of an Aircraft, references in this Agreement to such discontinued certificate will be deemed references to its superseding FAA certificate. If the FAA does not issue a superseding certificate, Seller's only obligation under this paragraph will be to comply with the Detail Specification.

8.2 FAA Manufacturer Changes.

8.2.1 If the FAA, or any other governmental agency having jurisdiction, promulgates a change in its currently existing requirements to obtain a Standard Airworthiness Certificate for the Aircraft, which therefore requires any change to the Aircraft, data relating to the Aircraft, or testing of the Aircraft in order to obtain the Standard Airworthiness Certificate (Manufacturer Change), such Manufacturer Change will be made prior to delivery of such Aircraft.

8.2.2 If prior to Aircraft delivery a Manufacturer Change is required to be incorporated in an Aircraft, it will be incorporated at no charge to Buyer, unless the requirement is promulgated subsequent to the date of this Agreement, in which case Buyer will pay Seller's charge only for Aircraft scheduled for delivery to Buyer 18 months or more after the date of this Agreement.

8.3 FAA Operator Changes.

8.3.1 Seller will deliver each Aircraft with the changes in equipment incorporated (or, at Seller's sole discretion, with suitable provisions for the incorporation of such equipment) that is required by Federal Aviation Regulations which (i) are generally applicable with respect to transport category aircraft to be used in United States certified air carriage and (ii) have to be complied with on or before the date of delivery of such Aircraft (Operator Changes).

8.3.2 If Operator Changes required from a change in existing regulations are incorporated in an Aircraft, Buyer will pay Seller's charge applicable to such Aircraft.

8.4 Delays; Changes to this Agreement. If delivery of an Aircraft is delayed due to the incorporation of a Manufacturer Change or an Operator Change, the delivery of the Aircraft will be appropriately revised to reflect such delay. This Agreement will also be revised to reflect appropriate changes in the Aircraft Price, design, performance, weight and balance due to the incorporation of a Manufacturer Change or an Operator Change.

ARTICLE 9. Representatives, Inspection, Flights and Test Data.

9.1 Office Space at Seller. From a date 12 months prior to delivery of the first Aircraft, and until the delivery of the last Aircraft, Seller will furnish, without additional charge, suitable office space and equipment. Seller will use its best reasonable efforts to provide space in its plant in Long Beach, California for the accommodation of up to five personnel of Buyer. If such space is not available Seller will provide space conveniently located near its plant.

9.2 Inspection by Buyer. Designated representatives of Buyer may inspect the manufacturing of the Aircraft at all reasonable times. However, if access to any part of Seller's plant is restricted by the United States Government, Seller will be allowed a reasonable time to arrange for inspection elsewhere. All inspections by Buyer's representatives will be performed so as not to hinder manufacture or performance by Seller.

9.3 Aircraft Flight. Prior to delivery of each Aircraft, Seller shall conduct a technical acceptance procedure, including ground functional and flight test as may be required to demonstrate to Buyer the function of the Aircraft and its equipment in accordance with Seller's production flight test procedures and as necessary to demonstrate compliance with the Detail Specification and performance guarantees. Seller shall have complete control of all flights and bear all costs and expenses incident thereto. The aggregate duration of such flights will be not less than 1-1/2 hours or more than 4 hours. Five persons designated by Buyer may participate in such flights as observers.

9.4 Test Data. Seller will furnish to Buyer, as soon as practicable, flight test data obtained on an aircraft of the type purchased hereunder, certified as correct by Seller, to evidence compliance with any performance guarantees set forth in this Agreement. Any Performance Guarantee will be deemed to be met if reasonable engineering interpretations and calculations based on such flight test data establish that the Aircraft would, if actually flown, comply with such guarantee.

9.5 Special Aircraft Test Requirements. Seller may use the Aircraft for flight and ground tests prior to delivery to Buyer, without reduction in the Aircraft Purchase Price, if such tests are deemed necessary by Seller to:

9.5.1 obtain or maintain the Type Certificate or Standard Airworthiness Certificate for the Aircraft; or

9.5.2 evaluate aircraft improvement changes that may be offered for production or retrofit incorporation in any aircraft.

9.5.3 Seller agrees that it will not use the Aircraft for flight test without Buyer's prior written consent. Such consent by Buyer will not be unreasonable withheld.

9.6 Indemnity. Seller will indemnify and hold harmless Buyer and Buyer's observers from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto, for injury to or death of any person or persons, including employees of Seller but excluding employees, officers or agents of Buyer, or for loss of or damage to any property, arising out of or in connection with the operation of the Aircraft during all demonstration and test flights conducted under the provisions of this Article, whether or not arising in tort or occasioned in whole or in part by the negligence of Buyer or any of Buyer's observers, whether active, passive or imputed.

ARTICLE 10. Assignment, Resale or Lease.

10.1 Assignment. This Agreement will inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns. Neither the rights nor the duties of either party under this Agreement may be assigned or delegated, or contracted to be assigned or delegated, in whole or part, without the prior written consent of the other party, except that:

10.1.1 Either party may assign its interest to a corporation that (i) results from any merger or reorganization of such party or (ii) acquires substantially all the assets of such party;

10.1.2 Seller may assign its rights to receive money; and

10.1.3 Seller may assign all or any part of its rights and obligations under this Agreement to any wholly owned subsidiary of Seller, provided that Seller will remain fully and solely responsible to Buyer for all obligations and liabilities as the seller of the Aircraft, and Buyer will continue to deal exclusively with Seller.

10.1.4 Seller may assign any of its rights and obligations with respect to the training discussed in Exhibit C to FlightSafety Boeing Training International L.L.C provided Seller will remain fully and solely responsible to Buyer for all obligations and liabilities with respect to such training except to the extent actually performed and satisfied by FlightSafety.

10.2 Transfer by Buyer at Delivery. Buyer may, and at Buyer's request Seller will, take any action reasonably required for the purpose of causing an Aircraft, at time of delivery, to be subjected to an equipment trust, conditional sale, lien or other arrangement for the financing by Buyer of such Aircraft. No action taken by either party pursuant to this paragraph, however, will require Seller to divest itself of title to or possession of such Aircraft until delivery and payment therefor pursuant to this Agreement.

10.3 Sale by Buyer After Delivery. If, following delivery of any Aircraft, Buyer sells such Aircraft (including any sale for financing purposes), then all of Buyer's rights with respect to such Aircraft under this Agreement will inure to the benefit of the purchaser of such Aircraft, effective upon Seller's receipt of such purchaser's express written agreement, in form satisfactory to Seller, to be bound by and to comply with all applicable terms, conditions and limitations of this Agreement.

10.4 Lease by Buyer After Delivery. If, following delivery of any Aircraft, Buyer leases such Aircraft, Buyer will not assign to the lessee of such Aircraft any rights under this Agreement without Seller's prior written consent, which consent will not be unreasonably withheld.

10.5 No Increase in Seller Liability. No action taken by Buyer or Seller relating to the assignment, resale or lease of any Aircraft or this Agreement will subject Seller to any liability beyond that in this Agreement or modify in any way Seller's obligations under this Agreement.

10.6 Exculpatory or Indemnity Clause in Post-Delivery Sale or Lease. If, following delivery of an Aircraft, Buyer sells or leases such Aircraft and obtains from the transferee an exculpatory or indemnity clause protecting Buyer, Buyer will include the same protection for Seller.

ARTICLE 11. Termination for Certain Events.

11.1 Termination. This Agreement may be terminated at any time with regard to undelivered Aircraft and items and unperformed services by notice in writing by either party hereto if the other party:

11.1.1 Ceases doing business as a going concern, suspends all or substantially all its business operations (other than temporary shutdowns due to labor disputes or similar causes beyond the control of Buyer), makes an assignment for the benefit of creditors, is insolvent, or generally does not pay its debts, or admits in writing its inability to pay its debts; or

11.1.2 Petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; commences any legal proceeding such as insolvency, bankruptcy, reorganization, readjustment of debt, dissolution or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless such proceeding is dismissed or stayed within a reasonable period, not to exceed 60 days.

11.2 Repayment of Advance Payments. If this Agreement is terminated with regard to any Aircraft by Buyer under this Article, Seller will promptly repay to Buyer, without interest, any advance payments received by Seller from Buyer with respect to such Aircraft.

ARTICLE 12. Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance.

12.1 Product Assurance. Seller and Buyer are bound by the provisions of Exhibit B hereto (Product Assurance Document).

12.2 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF BUYER SET FORTH IN THE PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL OTHER 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 AIRCRAFT OR OTHER THING PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.

12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. SELLER WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED UNDER THIS AGREEMENT.

12.4 Definitions. For the purposes of this Article, the term "SELLER" means THE BOEING COMPANY, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents.

12.5 Customer Support and Indemnification; Insurance. Seller and Buyer are bound by the provisions of Exhibit C hereto (Customer Support Document), which includes indemnification and insurance requirements related to the use of Customer Support Services.

ARTICLE 13. Buyer Furnished Equipment and Spare Parts.

13.1 Buyer Furnished Equipment. Seller and Buyer are bound by the provisions of Exhibit E (Buyer Furnished Equipment Document), which includes indemnification requirements related to Buyer Furnished Equipment.

13.2 Purchase of Seller Spare Parts. Seller will sell to Buyer and Buyer will purchase from Seller materials, spare parts, assemblies, tools and items of equipment relating to the Aircraft pursuant to Customer Services General Terms Agreement No. 31-1.

ARTICLE 14. Contractual Notices and Requests.

All notices and requests relating to this Agreement will be in English, and may be transmitted by any customary means of written communication addressed as follows:

Buyer:
Trans World Airlines, Inc.
One City Centre, 19th Floor
515 North 6th Street
St. Louis, Missouri 63101
Attention: Senior Vice President and General Counsel

Seller:
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.
Attention: Vice President - Contracts
Mail Stop 21-34

or to such other address as specified elsewhere herein or as otherwise directed in writing by either party. The effective date of any such notice or request will be the date on which it is received by the addressee.

ARTICLE 15. Miscellaneous.

15.1 Government Approval. Seller and Buyer will use their best reasonable efforts to assist each other in obtaining any United States Governmental agency consents or approvals necessary or appropriate to effect certification and sale of the Aircraft under this Agreement.

15.2 Headings. Article and paragraph headings used in this Agreement are for convenient reference only and are not intended to affect the interpretation of this Agreement.

15.3 Entire Agreement; Amendments. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written. This Agreement may be changed only in writing signed by authorized representatives of Seller and Buyer, except in the case of certain changes permitted or required by this Agreement.

15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON'S CONFLICTS OF LAWS RULES.

15.5 Negotiated Agreement. This Agreement, including the provisions of Article 12 relating to DISCLAIMER AND RELEASE, the Exclusion of Consequential and Other Damages, and the provisions relating to indemnification and insurance set forth in this Agreement, has been the subject of discussion and negotiation and is fully understood by the parties; the Aircraft Purchase Price and other agreements of the parties set forth in this Agreement were arrived at in consideration of such provisions.

*************************

Trans World Airlines, Inc.	McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company
By_________________________	By_________________________
Its_________________________	Its_________________________

AIRCRAFT CONFIGURATION

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit A to Purchase Agreement Number 2216

AIRCRAFT CONFIGURATION

Dated ___________________

relating to

MODEL 717-231 AIRCRAFT

The Detail Specification is Boeing Detail Specification CS7172D dated as of even date herewith. Such Detail Specification will be amended to incorporate the applicable specification language to reflect the effect of the changes as set forth in the attachment hereto. As soon as practicable, Seller will furnish to Buyer copies of the Detail Specification, which copies will reflect the effect of such changes. The Aircraft Basic Price reflects and includes all effects of such changes of price, except such Aircraft Basic Price does not include the price effects of changes changing Buyer Furnished Equipment to Seller Purchased Equipment.

Change Number	Change Description	Price
G0100C007C	Selectable Program Options	0
G0201C007	Selection of Interior Finish Color, Upholstery and Exterior Color Scheme	0
G0253XXXX	Change BFE to SPE	0
G0320D013	Maximum Takeoff Gross Weight From 114,000 to 118,000 LB and the maximum Taxi Weight From 115,000 to 119,000 LB	183,300
G0320D014	Maximum Landing Weight From 102,000 LB to 110,000 LB	36,600
G0324D002	Maximum Zero Fuel Weight (MZFW) from 96,000 to 100,500 LB	206,200
G2312C001	Addition of 8.33kHz Channel Spacing for VHF Communication Transceivers	15,200
G2312C002E	Installation of a Third ARINC 716/750 VHF Communications System Utilizing Existing Partial Provisions	42,600
G2324C004D	Installation of Buyer-Furnished ARINC 744A Full Format Printer	29,400
G2324C008	Installation of a Communications Management Unit (CMU) Mark2 Utilizing Existing Partial Provisions	56,900
G2460C001A	Installation of Spare Wires (Category I, II and IV)	17,100
G2500C027B	Installation of a Custom TBD-Passenger Interior Arrangement	14,000
G2500C029	Custom Airline Soft Good Finish Materials	21,200
G2515C009A	Installation of Rotary Buckle on the Crotch Strap in Lieu of the Lap Belt on Captain and First Officer	0
G2524C007	Installation of a Soft Class Divider	33,700
G2525C003	Installation of Asymmetrical Bagracks	66,200
G3131C004C	Installation of an Allied Signal FDAMS / DFDAU Unit (Aircraft Condition Monitoring System) Utilizing Prerequisite Provisions	39,500
G3131C006B	Installation of Complete Provisions for an Aircraft Condition Monitoring System (ACMS)	34,900
G3344C002B	Installation of Wing Tip Mounted Logo Lights Utilizing Existing Partial Provisions	8,500
G3520C002A	Installation of 4-Person Oxygen Insert Assemblies Above Each Triple Passenger Seat Assembly and 3-Person Oxygen Insert Assemblies Above Each Double Passenger Seat Assembly	7,100
G5115C006	Addition of Polyurethane Finish to Lower Fuselage (Color TBD)	0
G5342C002B	Install Additional Passenger Seat Tracks	53,200
Grand Total		$865,600

PRODUCT ASSURANCE DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit B to Purchase Agreement Number 2216

PRODUCT ASSURANCE DOCUMENT NO. 2216

Dated                      

Relating to

MODEL 717-231 AIRCRAFT

This Product Assurance Document is Exhibit B to and forms a part of Purchase Agreement No. 1910 between the McDonnell Douglas Corporation a wholly owned subsidiary of the Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of Seller Model 717-231 aircraft. This Product Assurance Document consists of the following parts:

PART A	Seller Warranty
PART B	Warranty Repairs and Modifications by Buyer
PART C	Seller Service Life Policy
PART D	Seller Indemnity Against Patent Infringement
PART D-1	Seller Indemnity Against Copyright Infringement
PART E	Supplier Warranties and Patent Indemnities
PART F	Engine Manufacturer Warranties
PART G	Seller Interface Commitment
PART H	General

PART A

SELLER WARRANTY

1. Warranties.

Subject to the exceptions set forth herein, Seller warrants that, at the time of delivery, each Aircraft, including all installed systems, accessories, equipment and parts, will:

1.1 conform to the Detail Specification, as it may be changed pursuant to this Agreement, except such portions stated to be estimates, approximations, design objectives, or design criteria, or described as not guaranteed;

1.2 be free from defects in material and workmanship, including process of manufacture; and

1.3 be free from defects in design, including selection of (i) materials and (ii) process of manufacture, in view of the state of the art at the time of design.

For purposes of this Seller Warranty, nonconformance with the Detail Specification, defects in material or workmanship and defects in design may hereinafter be called "defects" or a "defect", and the term "system", "accessory", "equipment" or "part" may hereinafter be called "item" or "items."

2. Exceptions.

The warranties above will not apply to BFE. The warranty above covering material and workmanship and the warranty above covering design will not apply to Engines or to any other item purchased by Seller but not manufactured to Seller's detailed design. However, any defect in the Seller workmanship installing such BFE, Engines or other items in an Aircraft will constitute a defect in workmanship.

3. Survival of Warranties.

Neither the warranty of conformance to the Detail Specification applicable to Engines and other items purchased by Seller but not manufactured to Seller's detailed design, nor any Performance Guarantees, will survive delivery of the Aircraft. The remaining warranties set forth herein will survive delivery of the Aircraft, subject to the limitations and conditions set forth herein.

4. Warranty Periods and Claims.

4.1 The warranty periods are:

4.1.1 As to a defect in conformance to the Detail Specification, 36 months after delivery of each Aircraft, and

4.1.2 As to a defect in material, workmanship or design in any item, 36 months after delivery of each Aircraft in which such item was initially installed.

4.2 Seller's Product Assurance Regional Manager at Renton, Washington must receive the warranty claim in writing at the earliest practicable time after the defect becomes apparent but in no event later than 90 days after expiration of the applicable warranty period.

4.3 Such warranty claim must include the data set forth below and, if requested by Seller, reasonable evidence that the claimed defect did not result from any act or omission of Buyer.

4.3.1 Identity of the item or Aircraft involved, including Seller part number, serial number if applicable, nomenclature and the quantity claimed to be defective;

4.3.2 Identity of the Aircraft on which the claimed item was installed as original equipment;

4.3.3 Date the claimed defect became apparent which will be the date such defect was discovered by Buyer or the warranty date set forth in a Seller service bulletin or service letter, whichever date occurs first; and

4.3.4 Description of the claimed defect and circumstances, including Seller service bulletin or Seller service letter number if claim involves a service bulletin or letter.

4.4 Upon completion of Seller's warranty claim investigation, including examination of any item or Aircraft returned to Seller, Seller will provide a written disposition of its warranty claim findings to Buyer. In the event Seller must reject Buyer's warranty claim, Seller will provide reasonable substantiation of such rejection in its disposition.

5. Remedies.

Buyer's remedies under this Seller Warranty are as follows:

5.1 As to a defect in conformance to the Detail Specification, the correction at Seller's expense of such defect; provided, however, that Seller will not be obligated to correct any defect that has no material adverse effect on the maintenance, use or operation of the Aircraft. The warranty period for the corrected item will be the unexpired warranty period for the defective item.

5.2 As to a defect in material or workmanship, (i) the repair at Seller's expense of such defect or, (ii) at Seller's option, the replacement of such item with a similar item free from defect or the issuance of a credit memorandum to reimburse Buyer for a spare part previously purchased from Seller as the replacement for such defective item. The warranty period for either correction will be the unexpired warranty period for the defective item.

5.3 As to a defect in design, the correction at Seller's expense of such defect. The warranty period for such correction is 18 months from receipt by Buyer of corrective material or the end of the original design warranty period for the defective item, whichever is later.

5.4 Seller will issue a credit memorandum to reimburse Buyer at the Warranty Labor Rate for the direct labor hours required for removal from the Aircraft of a defective item and the reinstallation in the Aircraft of the corrected item.

6. Returned Items.

Unless otherwise provided in this Agreement, the Aircraft or item claimed to be defective must be returned to Seller as soon as practicable. Buyer may also provide specific technical repair or correction instructions with such return. The absence of such instructions will evidence Buyer's authorization for Seller to proceed using Seller information and data. The following criteria will apply with respect to return of Aircraft or items to Seller:

6.1 As to Aircraft:

6.1.1 An Aircraft may be returned only if

6.1.1.1 substantially all the work to be performed by Seller is covered by this Seller Warranty, and

6.1.1.2 Buyer does not have the capability to perform, nor is it practical for Seller personnel to perform, the warranty work away from Seller's facilities.

6.1.2 All warranty work will be performed at Seller's expense, with reasonable efforts to minimize Aircraft out-of-service time. In addition, Seller will reimburse Buyer by issuing a credit memorandum for the cost of fuel, oil and landing fees incurred in ferrying the Aircraft to Seller's facilities and in ferrying the Aircraft back to Buyer's facilities. Buyer will minimize the length of both ferry flights.

6.1.3 Any nonwarranty work performed by Seller will be paid for by Buyer at Seller's then-standard rates.

6.1.4 A separate agreement based on Seller's then-standard form will be entered into to cover the return of and work on such Aircraft.

6.2 As to any system, accessory, equipment or part:

6.2.1 All warranty work will be performed at Seller's expense, with reasonable efforts to minimize item out-of-service time for items returned.

6.2.2 Seller's turnaround-time objectives for repair or replacement are: 10 working days for avionic and electronic items and 30 working days for other items when corrected at Seller's facilities, or 40 working days when corrected at the facilities of a Seller subcontractor. Turnaround time starts the date Seller receives the returned item, together with Buyer's warranty claim describing the work, and ends the date of shipment by Seller of such item. If a turnaround-time objective is not achieved and a resultant critical parts shortage is experienced by Buyer, and Buyer has procured spare parts for such item in accordance with the Seller Recommended Spare Parts List, Seller will, upon request from Buyer, either:

6.2.2.1 expedite repair or replacement of the item or

6.2.2.2 provide a similar item on a no-charge loan or no-charge lease basis until the repaired or replaced item is provided to Buyer.

6.2.3 The freight charge for shipment to Seller of any item will be paid by Buyer; however, Seller will reimburse Buyer by issuing a credit memorandum for such charge for any item determined to be defective under this Seller Warranty. The freight charge for the return shipment to Buyer of any such defective item which has been repaired, replaced or corrected pursuant to this Seller Warranty will be paid by Seller.

6.3 Title to and risk of loss of any Aircraft or item returned to Seller will at all times remain with Buyer and/or any other owner of such Aircraft or item, except that at the time Seller ships a replacement item to Buyer, title to and risk of loss (i) for the returned item will pass to Seller and (ii) for the replacement item will pass to Buyer. While Seller has care, custody and control of an Aircraft or item, Seller will have only such liabilities as a bailee for mutual benefit would have, but will not be liable for loss of use.

7. Nonrepairable Items.

Buyer may scrap any defective nonrepairable item having a then-current Seller spare part selling price of $2,000 or less and make a claim for a replacement item. For a defective nonrepairable item having a then-current Seller spare part selling price greater than $2,000, an authorized Seller representative must confirm the nonrepairability of any such item. Buyer's claim for an item with a spare part selling price exceeding $2,000 must include such confirmation.

8. Reimbursement for Certain Inspection Labor Costs.

8.1 In addition to the remedies set forth in this Seller Warranty, Seller will reimburse Buyer by issuing a credit memorandum at the Warranty Labor Rate for the direct labor hours expended by Buyer in performing inspections of the Aircraft to determine whether or not a covered defect exists in any system, accessory, equipment or part manufactured to Seller's detailed design, provided that:

8.1.1 such inspections are recommended by a Seller service bulletin or service letter issued by Seller within 36 months after delivery of such Aircraft, and

8.1.2 such reimbursement will not apply to any inspections performed as an alternative to accomplishing corrective action when such corrective action is available to Buyer at the time such inspections are performed.

8.2 If a covered defect is determined to exist as a result of the foregoing inspections, the remedies under this Seller warranty will apply to Aircraft in warranty as of the warranty date set forth in the applicable Seller service bulletin or service letter or the date the defect was discovered by Buyer, whichever date occurs first.

9. Wear and Tear.

Normal wear and tear and the need for regular maintenance and overhaul will not constitute a defect.

10. Disclaimer and Release; Exclusion of Liabilities.

This Part A and the rights and remedies of Buyer and obligations of Seller herein are subject to the Disclaimer and Release and Exclusion of Consequential and Other Damages provisions of Article 12 of this Agreement.

11. Buyer's Indemnification of Seller.

The provisions of Part E, "Buyer's Indemnification of Seller and Insurance" of Exhibit C, will apply to all warranty work performed by Seller hereunder in accordance with Buyer's specific technical repair or correction instructions, to the extent any legal liability of Seller is based upon the content of such instructions.

PART B

WARRANTY REPAIRS AND MODIFICATIONS BY BUYER

1. General.

To expedite the return to service of any defective Aircraft or systems, accessories, equipment and parts (items) that Seller is obligated to correct under the Seller Warranty, repairs and modifications may, at Buyer's option, be performed by Buyer (work) and charged to Seller, subject to the following:

2. Scope.

This option applies only to items manufactured to Seller's detailed design. The warranty and notice periods and all other conditions and limitations applicable to the Seller Warranty apply to this option.

3. Repairs and Modifications.

All work will be performed in accordance with Seller's written instructions, using parts and materials as may be furnished by Seller and/or Seller approved parts and materials as may be furnished by Buyer.

4. Claims for Reimbursement.

Buyer's claim for reimbursement must be submitted in writing to Seller promptly after completion of the work. Such claim must include the data set forth in paragraph 4.3 of Part A of this Exhibit B and the following:

4.1 Description of the work performed by Buyer;

4.2 Date work was completed by Buyer;

4.3 Itemized account of the direct labor hours expended in performing the work; and

4.4 Itemized account of the direct materials incorporated in the work.

5. Reimbursement.

Upon approval of Buyer's claim for reimbursement, Seller will reimburse Buyer by issuing a credit memorandum as follows:

5.1 Direct Labor.

At the Warranty Labor Rate specified herein for labor hours expended by Buyer's direct labor employees in performing the work, including removal, disassembly, inspection, bench testing, warrantable repair or modification, reassembly, final inspection, and reinstallation, but not to exceed Seller's reasonable estimate of required labor hours, unless a greater number of direct labor hours is established by agreement between Seller and Buyer, and excluding time for overhaul.

5.2 Direct Materials.

At the invoice cost to Buyer for all direct materials incorporated in the work, excluding (i) materials used for overhaul, (ii) materials furnished by Seller at no charge, (iii) materials which exceed Seller's reasonable estimate of required materials, and (iv) allowances for handling, overhead, taxes, customs duties and the like.

5.3 Warranty Labor Rate.

The Warranty Labor Rate is $43.70 (1998 $ STE) per hour or 150% of Buyer's average direct hourly labor rate, whichever is greater. For this purpose, "average direct hourly labor rate" is defined as the average hourly rate (excluding all fringe benefits, premium-time allowances, social charges, business taxes and the like) paid by Buyer to Buyer's employees whose jobs are directly related to the performance of the work. Prior to or concurrently with submittal of Buyer's first claim for labor reimbursement, Buyer will notify Seller of Buyer's then-current average direct hourly labor rate, and thereafter notify Seller of any material change in such rate. Seller may require data from Buyer to substantiate such rates.

5.4 Limitation.

The total reimbursement with respect to the direct labor and direct materials incorporated in the work, will not exceed 65% of Seller's then-current sales price for the item unless a greater percentage is established for a particular item by written agreement between Seller and Buyer.

All claims for reimbursement will be subject to audit by Seller. Seller will promptly notify Buyer of Seller's disposition of each claim submitted hereunder.

6. Replaced Parts.

If component parts of any assembly are replaced by Buyer, the replaced parts will be tagged with the assembly part number, the serial number and the warranty claim number and retained for a period of 60 days following the date of submittal of Buyer's claim, so as to be made available for Seller's inspection. Such parts may be scrapped after such 60-day period.

PART C

SELLER SERVICE LIFE POLICY

1. Definitions.

1.1 "Airframe Component" means any of the primary structural elements of the wing, fuselage, or vertical or horizontal stabilizer set forth in Attachment A hereto and installed in an Aircraft at the time of delivery.

1.2 "Landing Gear Component" means any of the primary structural elements of the landing gear set forth in Attachment A and installed in an Aircraft at the time of delivery.

1.3 "Spare Component" means any component set forth in Attachment A that was furnished to Buyer pursuant to this Policy or purchased by Buyer from Seller as a spare part.

1.4 "Covered Component" means an Airframe Component, a Landing Gear Component or a Spare Component.

1.5 "Failure" means any breakage or defect in a Covered Component.

1.6 "Failed Component" means a Covered Component in which a Failure has occurred.

2. Service Life Policy.

If a Failure occurs in any Covered Component within the following periods, Seller will promptly, at a price calculated pursuant to this Policy, either (i) design and furnish to Buyer materials required to correct the Failed Component or (ii) furnish to Buyer a replacement Covered Component:

2.1 As to any Airframe Component or Landing Gear Component, within 12 years after delivery of the Aircraft in which such component was initially installed; or

2.2 As to any Spare Component, within 12 years after delivery of such Spare Component, or within 12 years after delivery by Seller of the last new Model 717 aircraft to Buyer, whichever first expires.

3. Price.

The price that Buyer will pay for the correction or replacement of a Failed Component will be calculated pursuant to the following formula:

P	=	CT
		144

where:

P	=	price to Buyer
C	=	Seller spare parts sales price at time of correction or replacement
T	=	total age in months of the Failed Component from the date of delivery to Buyer to the date of Failure.

4. Conditions and Limitations.

Seller's obligations under this Policy are conditioned upon the following:

4.1 Buyer must notify Seller of the Failure within three months after it becomes apparent to Buyer.

4.2 Buyer must provide reasonable evidence that the claimed Failure is covered by this Policy and if requested by Seller, that such Failure was not the result of (i) the breakage of or a defect in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Buyer, or (iv) operation or maintenance contrary to applicable regulations or Seller's instructions.

4.3 If return of a Failed Component is practicable and requested by Seller, Buyer will return such Failed Component to Seller at Seller's expense frieght collect.

4.4 Buyer's rights and remedies under this Policy are limited to the receipt of corrective materials or replacement components at prices calculated in accordance with this Policy.

5. Disclaimer and Release; Exclusion of Liabilities.

This Part C and the rights and remedies of Buyer and the obligations of Seller herein are subject to the Disclaimer and Release and Exclusion of Consequential and Other Damages provisions of Article 12 of this Agreement.

COVERED AIRFRAME AND LANDING GEAR COMPONENTS

(1) Pylons

(a) Front engine mount yoke

(b) Spars (including spar caps, webs and stiffeners)

(c) Front engine mount to pylon attach fitting

(d) Aft engine mount to pylon attach fitting

(e) Upper and lower skin and stiffeners between spars

(f) Pylon to fuselage attach angles and fittings

(2) Wings

(a) Front and rear spars (including spar caps, webs and stiffeners)

(b) Upper and lower stringers and skin between spars

(c) Landing gear bulkhead and landing gear attach fitting

(d) Bulkhead at side of fuselage, including trapezoidal panel

(e) Ribs in the wing

(f) Wing to fuselage attach tee

(g) Wing flap attach fittings

(3) Fuselage

(a) External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead, and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(b) Window and windshield structure but excluding the windows and windshields.

(c) Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.

(d) Nose wheel well structure, including the wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure.

(e) Main gear wheel well structure including pressure deck, bulkheads and landing gear beam support structure.

(f) Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(g) Forward and aft pressure bulkheads.

(h) Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices.

(i) Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, decorative panels, and related installation and connecting devices.

(4) Empennage

(a) Vertical stabilizer spars and skin between spars

(b) Aft fuselage vertical stabilizer carry-through structure

(c) Horizontal stabilizer spars, integral skin and stringers between spars, and pivot fittings

(5) Main Landing gear

(a) Outer cylinder

(b) Piston/axle

(c) Side brace

(d) Fixed side brace

(e) Orifice support tube

(6) Nose Landing gear

(a) Housing

(b) Piston

(c) Axle

(d) Orifice support tube

(e) Cylinder

NOTE: The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on the Covered Components.

PART D

SELLER INDEMNITY AGAINST PATENT INFRINGEMENT

1. Indemnity.

Subject to the provisions of this Part D, Seller will indemnify and hold harmless Buyer from and against all claims, suits, actions, liabilities, damages and costs arising out of actual or alleged infringement, by any Aircraft or any system, accessory, equipment or part (item) installed thereon at the time of Aircraft delivery, of any patent issued under the laws of any country in which Buyer lawfully operates the Aircraft (Country).

2. Exceptions.

2.1 This indemnity will not apply unless, from the time of design of the allegedly infringing Aircraft or item until the resolution of the infringement claim, the Country and flag country of the Aircraft: (i) are fully bound by the Chicago Convention on International Civil Aviation of December 7, 1944, and are fully entitled to all benefits of Article 27 thereof, or (ii) have been parties to the International Convention for the Protection of Industrial Property (Paris Convention), or (iii) are the United States.

2.2 This indemnity will not apply to Buyer Furnished Equipment, Engines, any system, accessory, equipment or part that was not manufactured to Seller's detailed design, or to any system, accessory, equipment or part manufactured to Seller's detailed design without Seller's authorization.

3. Conditions and Limitations.

Buyer's remedy and Seller's obligations hereunder are subject to the following:

3.1 Buyer must give Seller written notice within 10 days after Buyer receives notice of a suit or action against Buyer alleging infringement or within 20 days after Buyer receives a written claim of infringement.

3.2 Following receipt of such notice Seller may conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not Seller intervenes, Seller will be entitled at any stage of the proceedings to assume or control the defense.

3.3 Buyer will (i) promptly furnish to Seller all data, records and assistance within Buyer's control which are material to any such claim, suit or action and (ii) (except as to amounts mandated by a judgment) obtain Seller's prior approval to pay or assume any liabilities, damages, royalties or costs.

3.4 Seller's obligations and Buyer's remedies herein exclude Buyer's incidental or consequential damages and liabilities, costs, loss of revenue or loss of profit resulting from loss of use, but include, at Seller's option, replacing the infringing item with an equivalent non infringing unit or otherwise curing any infringement on account of which use of the Aircraft by Buyer is prevented.

3.5 Seller's obligations and Buyer's remedies herein are exclusive and in substitution for, and Buyer hereby waives, releases and renounces, all other indemnities, obligations and liabilities of Seller and any assignee of Seller, and all other rights, remedies and claims, including claims for damages, direct, incidental or consequential, of Buyer against Seller or any assignee of Seller, express or implied, arising by law or otherwise, with respect to any actual or alleged patent infringement or the like by any Aircraft or any item installed therein.

PART D-1

SELLER INDEMNITY AGAINST COPYRIGHT INFRINGEMENT

1. Indemnity.

Subject to the following, Seller will indemnify Buyer with respect to claims, suits, damages and costs arising out of copyright infringement by any computer software included with the Aircraft when the Aircraft is first delivered by Seller (Aircraft Software).

2. Exceptions, Limitations and Conditions.

2.1 Seller will have no obligation to indemnify Buyer relative to Buyer Furnished Equipment, engines, software not manufactured to Seller's detailed design, or software manufactured to Seller's detailed design without Seller's written authorization.

2.2 Seller's obligation to indemnify Buyer is limited to infringements (a) in countries where Buyer lawfully operates the Aircraft (Countries), (b) where, from the time of creation of the allegedly infringing software until the resolution of the infringement claim, the Countries and flag country of the Aircraft are members of The Berne Union and recognize computer software as a "work" under The Berne Convention, and (c) in the United States.

2.3 Seller will have no obligation or liability for loss of use, revenue or profit, or for any other incidental or consequential damages.

2.4 Seller may, at its option, replace any infringing or allegedly infringing Aircraft Software (or item containing Aircraft Software) with a noninfringing equivalent.

2.5 Buyer must inform Seller in writing (a) within 10 days after Buyer receives notice of a suit or other formal action against Buyer alleging copyright infringement involving Aircraft Software and (b) within 30 days after Buyer receives any written allegation or claim in the nature of copyright infringement involving Aircraft Software.

2.6 Seller may negotiate with any party claiming infringement and may intervene or assume control of the defense at any stage in any infringement suit or action.

2.7 Buyer will promptly furnish to Seller all data, records and assistance within Buyer's possession or control which may be material to any copyright infringement claim, suit or action relating to Aircraft Software.

2.8 Other than as required by a final judgment entered by a court of competent jurisdiction, Buyer will not make any payment or commitment to pay, assume any obligation, or make any material concession relative to any copyright infringement for which Seller may otherwise be obligated.

2.9 The obligations of Seller and remedies of Buyer set forth in this Part are exclusive and in substitution for, and Buyer hereby waives, releases and renounces, all other indemnities, obligations, and liabilities of Seller and all other rights, claims and remedies of Buyer against Seller, express or implied, arising by law or otherwise, with respect to any actual or alleged copyright infringement or the like by any Aircraft or any item included in any Aircraft.

PART E

SUPPLIER WARRANTIES AND PATENT INDEMNITIES

1. Supplier Warranties and Supplier Patent Indemnities.

Seller will use diligent efforts to obtain adequate warranties and indemnities against patent infringement enforceable by Buyer from manufacturers (Suppliers) of systems, accessories, equipment or parts installed on the Aircraft at the time of delivery that were selected and purchased by Seller, but not manufactured to Seller's detailed design. Seller will furnish copies of such warranties and patent indemnities to Buyer prior to delivery of the first Aircraft.

2. Seller Assistance in Administration of Supplier Warranties.

Buyer will be responsible for submitting warranty claims directly to Suppliers; however, if Buyer experiences problems enforcing any Supplier warranty obtained by Seller for Buyer, Seller will conduct an investigation of such problems and assist Buyer in the resolution of such claims.

3. Seller Support in Event of Supplier Default.

3.1 If any Supplier defaults in the performance of a material obligation under a design, material or workmanship warranty obtained by Seller for Buyer, and Buyer provides evidence to Seller that such default has occurred, then the equivalent warranty and related provisions set forth in this Product Assurance Document will apply to the claimed defect.

3.2 At Seller's request, Buyer will assign to Seller, and Seller will be subrogated to, Buyer's rights against the manufacturer providing such Supplier warranty.

PART F

ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN

Seller has obtained from BMW Rolls Royce (BRR) the right to extend to Buyer the provisions of BRR's product support plan for customers purchasing BRR700-715A1-30 Powered 717 Type Aircraft; subject, however, to Buyer's acceptance of the conditions set forth in said product support plan. Accordingly, Seller hereby extends to Buyer, and Buyer hereby accepts, the provisions of such product support plan applicable to such BRR700-715A1-30 engine(s) ("Engine(s)," including all "Parts" thereof), and such product support plan shall apply to Engines installed in the Aircraft at the time of delivery; provided that Buyer may, by notice given to Seller and BRR, elect to substitute for such product support plan any separate agreement effective between Buyer and BRR in which case, Buyer hereby releases and discharges Seller and BRR from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of said installed Engines except as expressly assumed by BRR in such separate agreement for such product support plan.

PART G

SELLER INTERFACE COMMITMENT

1. Interface Problems.

If Buyer experiences technical problems in the operation of an Aircraft or its systems, the cause of which is not readily identifiable by Buyer but which Buyer believes to be attributable to the design characteristics of the Aircraft or its systems (Interface Problem), Seller will, without additional charge to Buyer, promptly conduct an investigation and analysis to determine the cause or causes of the Interface Problem and to recommend such corrective action as may be feasible. Buyer will furnish to Seller all data and information in Buyer's possession relevant to the Interface Problem, and will cooperate with Seller in the conduct of investigations and tests. Seller will promptly advise Buyer at the conclusion of its investigation of Seller's opinion as to the causes of the Interface Problem and Seller's recommendation as to corrective action.

2. Seller Responsibility.

If Seller determines that the Interface Problem is primarily attributable to the design of any item manufactured to Seller's detailed design, Seller will correct the design of such item to the extent of any then-existing obligations of Seller under the provisions of the applicable Seller Warranty or Seller Service Life Policy.

3. Manufacturer Responsibility.

If Seller determines that the Interface Problem is primarily attributable to the design of an item not manufactured to Seller's detailed design, Seller will assist Buyer in processing a warranty claim against the manufacturer of such item.

4. Joint Responsibility.

If Seller determines that the Interface Problem is partially attributable to the design of an item manufactured to Seller's detailed design and partially to the design of an item not manufactured to Seller's detailed design, Seller will seek a solution to the Interface Problem through the cooperative efforts of Seller and the manufacturer of the other item and will promptly advise Buyer of resulting corrective actions and recommendations.

5. General.

Buyer will, if requested by Seller, assign to Seller any of Buyer's rights against any manufacturer as Seller may require to fulfill its obligations hereunder.

6. Disclaimer and Release; Exclusion of Liabilities.

This Part G and the rights and remedies of Buyer and the obligations of Seller herein are subject to the Disclaimer And Release and Exclusion of Consequential and Other Damages provisions of Article 12 of this Agreement.

PART H

GENERAL

1. Duplicate Product Assurance Remedies.

Seller will not provide or be requested to provide multiple remedies for any claim made pursuant to the provisions of this Product Assurance Document.

2. Notices.

References to "Seller" in connection with notices or communications throughout this Product Assurance Document mean Seller's Product Assurance Regional Manager at Renton, Washington.

CUSTOMER SUPPORT DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC

Exhibit C to Purchase Agreement Number 2216

CUSTOMER SUPPORT DOCUMENT NO. xxxx

Dated __________________

Relating to

MODEL 717 AIRCRAFT

This Customer Support Document is Exhibit C to and forms a part of Purchase Agreement No. 2216 between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of Seller Model 717 aircraft. This Customer Support Document consists of the following parts:

PART A	Seller Maintenance Training Program
PART B	Seller Customer Support Services
PART C	Seller Flight Training Program
PART D	Technical Data and Documents
PART E	Buyer's Indemnification of Seller and Insurance
PART F	Alleviation or Cessation of Performance

PART A

SELLER MAINTENANCE TRAINING PROGRAM

1. General.

1.1 Seller will provide maintenance training and flight training programs to support the introduction of a specific model of aircraft into service. The training programs will consist of general and specialized courses.

1.2 Seller will conduct all training at Seller's primary training facility for the model of aircraft purchased unless otherwise agreed.

1.3 All training will be presented in the English language. If translation is required, Customer will provide interpreters.

1.4 Customer will be responsible for all expenses of Customer's personnel. Seller will transport Customer's personnel between their local lodging and Seller's training facility.

1.5 If any part of the training described in this Exhibit is not used by Customer within 12 months after the delivery of the last aircraft under the relevant purchase agreement, Seller will not be obligated to provide such training.

1.6 Buyer's maintenance instructors and engineers may access an Aircraft in the factory and/or on the flight line for training provided that such access does not adversely affect the production or delay delivery of an Aircraft.

2. Maintenance Training Planning Conference.

Customer and Seller will conduct planning conferences approximately 12 months before delivery of the first Aircraft, or as otherwise agreed, to develop and schedule a customized Customer Support Program to be furnished by MDC in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.

3. Maintenance Training Program.

Maintenance Training - Seller shall provide instructor time for a combination of factory and field training up to thirty-four man-weeks. Maintenance training will be conducted to the Maintenance Instructor/Engineer level as required by Buyer.

3.1 Executive General Familiarization Course

3.2 Airplane General Familiarization Course

3.3 Ramp and Transit Maintenance Course

3.4 Airframe and Power Plant Line and Base Course

3.5 Electrical and Avionics Line and Base Course

3.6 Specialized Courses

4. Post Delivery Practical Observation

Field Training; at Buyer's designated base(s) for up to 19 instructor weeks.

5. Training at a Facility Other Than Seller's.

If requested prior to the conclusion of the Maintenance Training Planning Conference, Seller will conduct the classroom training described above (except for the Advanced Composite Repair Course at a mutually acceptable alternate training site, subject to the following conditions:

5.1 Buyer will be responsible for providing acceptable classroom space and training equipment required to present the Seller courseware.

5.2 Buyer will pay Seller's then-current per diem charge for each Seller instructor for each day, or fraction thereof, such instructor is away from their home location, including travel time.

5.3 Buyer will reimburse Seller for round-trip transportation for Seller's instructors and training materials between the primary training facility and such alternate training site.

5.4 Buyer will pay, or reimburse Seller for, all taxes, fees, duties, licenses, permits and similar expenses incurred by Seller or its employees as a result of Seller's providing the training at such alternate siteor incurred as a result of Seller providing revenue service training; and

5.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Seller's facility or at some other alternate site.

6. Supplier Training.

The Maintenance Training includes sufficient information on the location, operation and servicing of Aircraft equipment, accessories and parts provided by suppliers to support line maintenance functions.

If Buyer requires additional maintenance training with respect to any supplier-provided equipment, accessories or parts, Buyer will schedule such training directly with the supplier. If Buyer experiences difficulty in scheduling such training, Seller will, if requested, assist Buyer in coordinating and scheduling such training.

7. Student Training Material.

Training materials will be provided to each student. In addition, one set of training materials used in Seller's training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer's own training program. Items will be provided without revision service. All maintenance training materials will be customized to reflect Buyer's configuration of the Aircraft and will be provided (as available) in digital format in addition to the other media provided. Corrections to training material will be incorporated in both print and digital media (if provided) in a timely manner.

8. Course Completion Records.

At the completion of the Maintenance Training, Seller will provide Buyer with course completion records consisting of the following:

8.1 Master copies of all examinations given.

8.2 Attendance and examination records for each student.

8.3 Certificate of Completion for each course each student successfully completes.

PART B

SELLER CUSTOMER SUPPORT SERVICES

1. General.

This Part describes the support services to be provided by Seller at no additional charge to Buyer, unless otherwise specified herein. Except with respect to Field Services the services described in this Part will be provided by Seller during a period commencing with delivery of the first Aircraft and continuing so long as one Aircraft is regularly operated by Buyer in commercial air transport service.

2. Field Service Engineering.

Seller will furnish field service representation to advise Buyer on maintenance and operation of the Aircraft (Field Services) as follows:

2.1 Field Services will be available to Buyer at or near Buyer's main maintenance or engineering facility beginning before the scheduled delivery month of the first aircraft and ending 12 months after delivery of the last aircraft covered by a specific purchase agreement.

2.2 Buyer will furnish at no charge to Seller suitable furnished office space and office equipment at the location where Seller is providing Field Service Representatives. As required, Buyer will assist each representative providing Field Services with visas, work permits, customs, mail handling, identification passes, and formal introduction to local airport authorities.

2.3 Seller Field Service Representatives are assigned to various airports around the world. Whenever Customer's aircraft are operating through any such airport, the services of Seller's Field Service Representatives are available to Customer.

3. Additional Engineering Support Services.

Seller will, if requested by Buyer in writing, provide technical advisory assistance with respect to the Aircraft and accessories, equipment and parts manufactured to Seller's detailed design and installed in the Aircraft at the time of delivery. Technical advisory assistance, provided from the Seattle area or at a base designated by Customer as appropriate, will include:

3.1 Operational Problem Support. If Customer experiences operational problems with an aircraft, Seller will analyze the information provided by Customer to determine the probable nature and cause of the problem and to suggest possible solutions.

3.2 Schedule Reliability Support. If Customer is not satisfied with the schedule reliability of a specific model of aircraft, Seller will analyze information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions.

3.3 Maintenance Cost Reduction Support. If Customer is concerned that actual maintenance costs of a specific model of aircraft are excessive, Seller will analyze information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions.

3.4 Aircraft Structural Repair Support. If Customer is designing structural repairs and desires Seller's support, Seller will analyze and comment on Customer's engineering releases relating to structural repairs not covered by Seller's Structural Repair Manual.

3.5 Aircraft Modification Support. If Customer is designing aircraft modifications and requests Seller's support, Seller will analyze and comment on Customer's engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Seller's detailed design. Seller will not analyze or comment on any major structural change unless Customer's request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

4. Special Services.

4.1 Facilities, Ground Equipment and Maintenance Planning Assistance.

a. Upon request, Seller will visit Customer's main base to evaluate aircraft maintenance facilities, develop recommendations and assist in maintenance planning.

b. Aircraft Maintenance Task Oriented Support System (AMTOSS) which provides a numerical identity for maintenance procedures normally conducted in an airline maintenance program.

4.2 Additional Services.

Seller may, at Buyer's request, provide additional special services with respect to the Aircraft after delivery, which may include such items as Master Changes (Kits and/or Data), training and maintenance and repair of the Aircraft. Providing such additional services will be subject to (i) mutually acceptable price, schedule and scope of work and (ii) Seller's then-current standard contract therefor, including disclaimer and release, exclusion of consequential and other damages and indemnification and insurance requirements.

4.3 Post-Delivery Aircraft Services.

If Seller performs unanticipated work on an Aircraft after delivery of such Aircraft, but prior to its initial departure flight, or upon its return to Seller's facilities prior to completion of such flight, the following provisions will apply:

4.3.1 Title to and risk of loss of any such Aircraft will at all times remain with Buyer.

4.3.2 The provisions of the Seller Warranty set forth in Exhibit B of this Agreement will apply to such work.

4.3.3 Buyer will reimburse Seller for such work to the extent that it is not covered by the Seller Warranty applicable to the Aircraft.

4.3.4 The disclaimer and Release and Exclusion of Consequential and Other Damages provisions set forth in Article 12 of this Agreement and the indemnification and insurance provisions set forth in this Exhibit C will apply to such Seller work.

4.3.5 In performing such work, Seller may rely upon the commitment authority of Buyer's personnel requesting such work.

5. Additional Informational Services.

Seller may, from time to time, provide Buyer with additional services in the form of information about the Aircraft or other aircraft of the same type, including information concerning design, manufacture, operation, maintenance, modification, repair and in-service experience.

6. Spares.

a) Recommended Spares Parts List (RSPL)

customized RSPL, data and documents will be provided to identify spare parts required for Customer's support program.

b) Illustrated Parts Catalog (Provisioning IPC)

A customized Provisioning IPC in accordance with ATA 100 will be provided.

c) Provisioning Training

Provisioning training will be provided for Customer's personnel at Seller's facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Seller RSPL.

d) Spares Provisioning Conference

A provisioning conference will be conducted, normally at Seller's facilities where technical data and personnel are available.

PART C

SELLER FLIGHT TRAINING PROGRAM

1. General.

1.1 Seller will provide maintenance training and flight training programs to support the introduction of a specific model of aircraft into service. The training programs will consist of general and specialized courses.

1.2 Seller will conduct all training at Seller's primary training facility for the model of aircraft purchased unless otherwise agreed.

1.3 All training will be presented in the English language. If translation is required, Customer will provide interpreters.

1.4 Customer will be responsible for all expenses of Customer's personnel. Seller will transport Customer's personnel between their local lodging and Seller's training facility.

1.5 If any part of the training described in this Exhibit is not used by Customer within 12 months after the delivery of the last aircraft under the relevant purchase agreement, Seller will not be obligated to provide such training.

2. Flight Training Planning Conference.

Customer and Seller will conduct planning conferences approximately 12 months before delivery of the first Aircraft, or as otherwise agreed, to develop and schedule a customized Customer Support Program to be furnished by Seller in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.

3. Flight Training Program.

The Flight Training Program will consist of the following transition training:

3.1 Flight Crew Training Course.

Transition training for 6 flight crews (12 pilots); The training will consist of grounds school (utilizing computer based training), fixed base simulator, full flight simulator and actual aircraft training on Customer's Aircraft.

3.2 Flight Dispatcher Training Course.

Flight Dispatcher training; 5 Days, up to 10 people

3.3 Flight Attendant Training Course.

Flight Attendant training; 3 Days, up to 20 people

3.4 Performance Engineer Training Courses.

Performance Engineer Training; will be provided at Seller's facility, up to 5 people.

4. Training at a Facility Other Than Seller's.

If requested prior to the conclusion of the Flight Training Planning Conference, Seller will conduct the Flight Crew, Flight Dispatcher and Flight Attendant training at a mutually acceptable alternate training site, subject to the following conditions:

4.1 Buyer will be responsible for providing classroom space acceptable to Seller, a flight simulator and training equipment required to present the Seller courseware.

4.2 Buyer will pay Seller's then-current per diem charge for each Seller instructor for each day, or fraction thereof, such instructor is away from their home location, including travel time.

4.3 Buyer will reimburse Seller for round-trip transportation for Seller's flight training instructors and materials between the primary training facility and such alternate site.

4.4 Buyer will pay, or reimburse Seller for, all taxes, fees, duties, licenses, permits and similar expenses incurred by Seller and its employees as a result of Seller's providing the training at such alternate site or incurred as a result of Seller providing revenue service training; and

4.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Seller's facility or at some other alternate site.

5. Student Training Material

One copy of the Flight Crew Operating Manual (FCOM) will be provided to each student, without revision service. In addition, one set of training materials as used in Seller's training program, including visual aids, Computer Based Training Courseware, instrument panel prints, text/graphics, video programs, etc. will be provided.

6. Ferry Assistance.

Seller flight crew personnel to assist in ferrying the first aircraft to Customer's main base.

7. Revenue Service Training.

Instructor pilots for 90 instructor pilot days for revenue service training assistance.

8. Flight Operations Support.

An instructor pilot to visit Customer 6 months after revenue service training to review Customer's flight crew operations for a 2 week period.

10. Operations Engineering Support.

10.1 As long as an aircraft purchased by Customer from Seller is operated by Customer in scheduled revenue service, Seller will provide operations engineering support. Such support will include:

10.1.1 assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer's operation of aircraft;

10.1.2 assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual aircraft performance;

10.1.3 assistance with solving operational problems associated with delivery and route-proving flights;

10.1.4 information regarding significant service items relating to aircraft performance or flight operations; and

10.1.5 if requested by Customer, Seller will provide operations engineering support during an aircraft ferry flight.

11. General Terms and Conditions and Indemnification.

11.1 Seller flight instructor personnel will not be required to work in excess of 5 days per week, nor in excess of 8-hours in any one 24-hour period, of which not more than 5 hours per 8-hour workday will be spent in actual flying; provided, however, that the foregoing restrictions will not apply with respect to ferry assistance or Revenue Service Training services, which will be in accordance with FAA rules and regulations.

11.2 Normal Line Maintenance is defined as line maintenance that Seller might reasonably be expected to furnish for flight crew training at Seller's facility, and will include ground support and aircraft storage in the open, but will not include provision of spare parts. Seller will provide Normal Line Maintenance services for any aircraft while the aircraft is used for flight crew training at Seller's facility in accordance with the Seller Maintenance Plan (Seller document D6-82076) and the Repair Station Operation and Inspection Manual (Seller document D6-25470). Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

11.3 If the training is based at Seller's facility, and the aircraft is damaged during such training, Seller will make all necessary repairs to the aircraft as promptly as possible. Customer will pay Seller's reasonable charge, including the price of parts and materials, for making the repairs. If Seller's estimated labor charge for the repair exceeds $25,000, Seller and Customer will enter into an agreement for additional services before beginning the repair work.

11.4 If the flight training is based at Seller's facility, several airports in surrounding states may be used, at Seller's option. Unless otherwise agreed in the flight training planning conference, it will be Customer's responsibility to make arrangements for the use of such airports.

11.5 If Seller makes arrangements on behalf of Buyer for the use of airports for flight training hereunder, Seller will pay on Buyer's behalf any landing fee charged to Buyer by any airport used in conjunction with the Flight Training. Not later than 30 days prior to the start of such Flight Training, Buyer will provide to Seller an open purchase order against which Seller will invoice Buyer for any such landing fee paid by Seller on Buyer's behalf. Such invoice will be submitted to Buyer approximately 60 days after completion of such Flight Training when all landing fee charges have been received and verified. Payment by Buyer to Seller will be made within 30 days of the date of such invoice.

11.6 If requested by Seller, Buyer will make available to Seller a delivered Aircraft for the purpose of familiarizing Seller instructor or ferry flight crew personnel with operating special equipment or systems installed in such Aircraft. If flight of the Aircraft is required for any Seller instructor or ferry flight crew member to maintain such instructor's or flight crew member's FAA license for flight proficiency or landing currency for aircraft of the same model type as the Aircraft, Seller will be responsible for the cost of fuel, oil, landing fees and spare parts attributable to that portion of any flight.

PART D

TECHNICAL DATA AND DOCUMENTS

1. General.

Materials are defined as any and all items that are created by Seller or a third party, which are provided directly or indirectly from Seller and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the aircraft.

Seller will furnish to Customer certain Materials to support the maintenance and operation of the aircraft at no additional charge to Customer, except as otherwise provided herein. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) Specification No. 100, entitled "Specification for Manufacturers' Technical Data". Seller will use it best reasonable efforts to use the most current applicable revision to such ATA Specification No. 100. Materials will be in English and in the units of measure used by Seller to manufacture an aircraft.

Digitally-produced Materials will, if applicable, be prepared generally in accordance with ATA Specification No. 2100, dated January 1994, "Digital Data Standards for Aircraft Support."

2. Treatment of Data and Documents.

2.1 General. - All Materials provided by Seller to Customer and not covered by a Seller CSGTA or other agreement between Seller and Customer defining Customer's right to use and disclose the Materials and included information will be covered by, and subject to the terms of this Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Seller or a third party (Proprietary Materials), will at all times remain with Seller or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in this Agreement.

2.2 License Grant - Seller grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of this Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Seller and be treated as Proprietary Materials under this Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.3 Use of Proprietary Materials and Proprietary Information - Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer's aircraft for which the Proprietary Materials and Proprietary Information have been specified by Seller and (b) development and manufacture of training devices and maintenance tools for use by Customer.

2.4 Providing of Proprietary Materials to Contractors - Customer is authorized to provide Proprietary Materials to Customer's contractors for the sole purpose of maintenance, repair, or modification of Customer's aircraft for which the Proprietary Materials have been specified by Seller. In addition, Customer may provide Proprietary Materials to Customer's contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer's use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Seller is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Seller upon request and be liable to Seller for any breach of those agreements by a contractor. A sample agreement acceptable to Seller is attached as AppendixVII.

2.5 Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.

When and to the extent required by a government regulatory agency having jurisdiction over Customer or an aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer's operation, maintenance, repair, or modification of such aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Seller immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

3. Document Formats and Quantities.

Materials Planning Conferences.

Customer and Seller will conduct planning conferences approximately 12 months before the scheduled delivery month of the first aircraft of a model in order to mutually determine the proper format and quantity of Materials to be furnished to Customer in support of the aircraft.

When available, Customer may select Seller standard digital format as the delivery medium or, alternatively, Customer may select a reasonable quantity of printed and 16mm microfilm formats. When Seller standard digital format is selected, Customer may also select up to 5 copies of printed or microfilm format copies, with the exception of the Illustrated Parts Catalog, which will be provided in one selected format only.

4. Data and Documents - Incremental Increase.

Until one year after the month of delivery of the last Aircraft covered by a specific purchase agreement, Buyer may annually request in writing a reasonable increase in the quantity of the Materials with the exception of microfilm master copies, digital formats, and all others for which a specified number of copies are provided. Seller will provide the additional quantity at no additional charge to Buyer beginning with the next normal revision cycle. Buyer may request a decrease in revision quantities at any time.

5. Advance Representative Copies.

All advance representative copies of Materials will be selected by Seller from available sources. Such advance copies will be for advance planning purposes only.

6. Customized Documents.

All customized Materials will reflect the configuration of the Aircraft as delivered.

7. Revisions.

7.1 Revision Service.

Seller will provide revisions free of charge to certain Materials to be identified in the planning conference conducted for a specific model of aircraft, reflecting changes developed by Seller, as long as Customer operates an aircraft of that model. Upon receipt of typed draft in the style of the existing manual, Seller will incorporate Buyer originated modifications in all manuals at a reasonable charge.

7.2 Revisions Based on Seller Service Bulletin
Incorporation.

If Seller receives written notice from Buyer that Buyer intends to incorporate, or has incorporated, any Seller service bulletin in the Aircraft, Seller will at no charge issue revisions to Materials with revision service reflecting the effects of such incorporation into the Aircraft.

8. COMPUTER SOFTWARE DOCUMENTATION FOR SELLER MANUFACTURED AIRBORNE COMPONENTS AND EQUIPMENT.

Seller will provide to Buyer a Computer Software Index containing a listing of (i) all programmed airborne avionics components and equipment manufactured by Seller or a Seller subsidiary, designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, and installed in the Aircraft by Seller in aircraft covered by the applicable purchase agreement and (ii) specific software documents (Software Documentation) available to Buyer from Seller for the listed components and equipment.

Two copies of the Computer Software Index will be furnished to Buyer with the first Aircraft of a model. Revisions to the Computer Software Index applicable to such a model of Aircraft will be issued to Buyer as such revisions are developed by Seller for so long as Buyer operates the Aircraft.

Software Documentation will be provided to Buyer upon Buyer's written request. The charge to Buyer for Software Documentation shall be Seller's price to reproduce the Software Documentation so requested. Software Documentation will be prepared essentially in accordance with the provisions of Air Transport Association of America (ATA) Specification No. 102, entitled "Specification for Computer Software Manual," as revised April 20, 1983; but Software Documentation will not include, and Seller will not be obligated to provide, any code (including, but not limited to, original source code, assembled source code, or object code) on computer sensible media.

9. Supplier Technical Data.

9.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) or Seller Purchased Equipment (SPE) or Buyer Designated Equipment (SPE) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, Seller will request that each supplier of such components and equipment make software documentation available to Buyer in manner similar to that described in paragraph 8 of this Part.

9.2 The provisions of this paragraph will not be applicable to items of Buyer Furnished Equipment (BFE).

9.3 Seller will furnish to Customer a document identifying the terms and conditions of the product support agreements between Seller and its suppliers requiring the suppliers to fulfill Customer's requirements for information and services in support of the specific model of aircraft.

10. Buyer Furnished Equipment Data.

Seller will incorporate BFE information into the customized Materials providing Customer makes the information available to Seller at least nine months prior to the scheduled delivery month of Customer's first aircraft of a specific model. Customer agrees to furnish the information in Seller standard digital format if Materials are to be delivered in Seller standard digital format.

11. Technical Data and Documents Shipping Charges.

Seller pays the reasonable transportation costs of theMaterials. Buyer is responsible for any customs clearance charges, duties, and value added tax.

12. Buyer's Shipping Address.

The Documents furnished to Buyer hereunder are to be sent to a single address to be specified. Buyer will promptly notify Seller of any change to the address.

13. Technical Publications Data provided as proforma

A.	Maintenance Engineering Data
	Access Door Diagrams & Data Sheets
	Aircraft Recovery Manual
	Component Description & Location List
	FAA Maintenance Review Board Report
	Maintenance Check Manual (work cards)
	Maintenance Facility and Equipment Planning Manual
	On-Aircraft Maintenance Planning Report
	Special Tool & Equipment Drawings
	Support Equipment Summary
	Aircraft Zoning Report
	Structural Diagrams Reference Manual
	Shop Equipment (W & Z files)
B.	Technical Publications Data
	Flight Crew Operating Manual
	Aircraft Maintenance Manual
	Product Support Supplier Directory
	Product Support Supplier Agreements Manual
	Schematic Manual
	Seller Overhaul/Component Maintenance Manual
	Vendor Overhaul/Component Maintenance Manual
	Wiring Diagram Manual
	Illustrated Tool & Equipment Lists
	Nondestructive Testing Standard Practices Manual
	Power Plant Buildup Manual
	Structural Repair Manual
	Service Bulletins
	Service Bulletin Index
	Illustrated Parts Catalog
	Airline Data Report
	Fault Isolation Manual
	Fault Reporting Manual
	Troubleshooting Manual
	Wiring Diagram Manual Standard Practices
	Component Maintenance Manual Alpha Numeric Index
	Spares Interchangeability Manual
	Cross Reference Index
C.	Engineering Data
	Aircraft Characteristics for Airport Planning
	Community Noise Document (if developed by Seller)
	Design Handbook
	Douglas Material Specifications Manual
	Douglas Process Material Index
	Douglas Process Standards Manual
	Drafting Manual
	Drawing Section List
	Engineering Drawings
	FAA Approved Airplane Flight Manual
	Flying Qualities Report
	Lamm Schematics
	Performance Engineers Manual
	Minimum Equipment List Procedures Manual
	On-Board Wiring Diagram Book
	Approved Equivalent Parts List
	Master Minimum Equipment List
	Wire Lists & Hook-up Charts
	Douglas Standards manual
	Master Component List
	Flight Planning & Cruise Control Manual
	Weight & Balance Manual, Chapter1
	Weight & Balance Manual, Chapter 1 & 2, On-Board Copy
	Weight Compliance Report
	Performance Handbook
	Airworthiness Limitation Instructions
	SCAP (Standard Computerized Airplane Performance) Module for Takeoff and Landing
	Enroute performance program for flight planning and mission studies
	Cruise audit (performance monitoring)program

PART E

BUYER'S INDEMNIFICATION OF SELLER AND INSURANCE

1. Buyer's Indemnification Of Seller.

Buyer hereby indemnifies and holds harmless Seller from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Buyer but not employees of Seller, or for loss of or damage to any property, including Aircraft, arising out of or in any way related to the performance by Seller of training, services or other obligations pursuant to this Exhibit C, whether or not arising in tort or occasioned in whole or in part by the negligence of Seller, whether active, passive or imputed.

1.1 With regard to training, services and other obligations, the foregoing indemnification will not apply to the legal liability to persons or parties other than Buyer or Buyer's assignees arising out of an accident caused solely by a product defect in an Aircraft.

2. Buyer's Insurance.

Evidence of insurance will be required 10 days prior to the scheduled delivery of the first Aircraft. Accordingly, Buyer will provide certificates of insurance specifically referencing the Agreement and paragraph 1 of this Part E. In addition to showing policy number, limits of liability, and effective dates of coverage, such certificates will contain but not be limited to the following provisions:

2.1 Hull All Risk; Hull War & Allied Perils Insurance.

Insurers and/or reinsurers will hold harmless and waive all rights of subrogation against Seller for any damages or claims arising out of these Exhibit C services.

2.2 Aircraft Liability Insurance.

(a) To name Seller as an additional insured in connection with the performance by Seller of training, services, or other obligations provided under this Exhibit C.

(b) To provide that the insurance arranged herein will be primary and without right of contribution with respect to any other insurance which may be available for the protection of Seller.

(c) To provide that all provisions of the insurance, except the limits of liability, will operate to give each insured or additional insured the same protection as if there were a separate policy issued covering each insured or additional insured.

(d) To provide that no act, omission, breach of any warranty or condition, or misrepresentation on the part of the Insured or any other person or party (other than by Seller) will void, exclude, minimize, or adversely change this coverage as it applies to Seller.

2.3 For Coverages Specified in 2.1 and 2.2.

(a) Acknowledgment that the insurers and/or reinsurers are aware of and have seen a copy of the Agreement and accept and insure the risks and indemnity herein to the extent of the coverage and endorsements as described in this certificate.

(b) To give 30 day written notice of cancellation, termination or adverse material alteration of the policies (7 day written notice in the event of non payment of premium or War Risk or such lesser period as may be in effect with prior notice).

(c) That Seller will not be responsible for payment, set off, or assessment of any kind of any premiums in connection with the policies, endorsements or coverages described herein.

(d) For the purpose of this Part E, "Seller" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents.

If more than one Aircraft is to be delivered under the Purchase Agreement, the insurance certificates must reference all Aircraft when delivered or separate certificates must be supplied for each Aircraft. The certificates of insurance will be kept current and valid.

PART F

Alleviation or Cessation of Performance

Seller will not be required to provide any services, training, data or goods at a facility while:

1. a labor stoppage or dispute in progress involving Buyer exists;

2. wars or warlike operations, riots or insurrections in the country where such facility is located exist;

3. conditions at such facility which, in the opinion of Seller, are detrimental to the general health, welfare or safety of its personnel and/or their families exist;

4. the United States Government refuses permission to any Seller personnel or their families to enter the country where such facility is located, or recommends that any Seller personnel or their families leave such country; or

5. the United States Government refuses Seller permission to deliver goods or services to the country where such facility is located.

After the location of Seller personnel at the facility, Seller further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

ESCALATION ADJUSTMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC.

Exhibit D to Purchase Agreement Number 2216

EXHIBIT D

ESCALATION ADJUSTMENT

1. Formula.

Base Airframe and Special Features price adjustments (Airframe Price Adjustment); are used to allow prices to be stated in current year dollars at the signing of the applicable purchase agreement and to adjust the amount to be paid by Buyer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of aircraft delivery in accordance with the following formula:

P_a = (P+B)(L + M) - P

Where:

Pa	=	Airframe Price Adjustment. (For Model 717-200, 737-600, 737-700, 737-800 and 737-900, the Airframe Price includes the Engine Price at its basic thrust level.)
L	=	. 65 x ECI
		134.7
M	=	.35 x ICI
		126.1
P	=	Base Airframe Price plus Optional Features Price (as set forth in Article 3 of the Agreement).
B	=	0.005 x (N/12) x (P) where N is the calendar month and year of scheduled Aircraft delivery as shown in Article 2 of the Agreement minus the calendar month and year of July 1998.

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics "Employment Cost Index for workers in aerospace manufacturing - Wages and Salaries" (ECI code 3721W), calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the fifth, sixth and seventh months prior to the month of scheduled delivery of the applicable aircraft. As the Employment Cost Index values are only released on a quarterly basis, the value released for the month of March will be used for the months of January and February; the value for June used for April and May; the value for September used for July and August; and the value for December used for October and November.

ICI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics "Producer Prices and Price Index - Industrial Commodities Index ", calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 5th, 6th and 7th months prior to the month of scheduled delivery of the applicable aircraft.

As an example, for an aircraft scheduled to be delivered in the month of January, the months June, July and August of the preceding year will be utilized in determining the value of ECI and ICI.

Note:

i. In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

ii. .65 is the numeric ratio attributed to labor in the Airframe Price Adjustment formula.

iii. .35 is the numeric ratio attributed to materials in the Airframe Price Adjustment formula.

iv. The denominators (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics (base year June 1989 = 100).

v. If the calculated sum of L + M is less than 1.0000, then the value of the sum is adjusted to 1.0000.

2. Values to be Utilized in the Event of Unavailability.

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the ECI and ICI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within 24 months after delivery of the aircraft, the Bureau of Labor Statistics should resume releasing values for the months needed to determine the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the aircraft from that determined at the time of delivery of the aircraft.

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI and ICI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Purchase Price of any affected aircraft to reflect an allowance for increases or decreases in labor compensation and material costs occurring since February 1998, which is consistent with the applicable provisions of paragraph 1 of this Exhibit D.

Note:

i. The values released by the Bureau of Labor Statistics and available to Seller30 days prior to the scheduled delivery month of an aircraft will be used to determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the aircraft invoice at the time of delivery. The values will be considered final and no Aircraft Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values.

ii. The maximum number of digits utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION A WHOLLY-OWNED SUBSIDIARY OF THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit E to Purchase Agreement Number 2216

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

Dated _______________

Relating to

MODEL 717 AIRCRAFT

_______________________

This Buyer Furnished Equipment Provisions Document is Exhibit E to and forms a part of Purchase Agreement No. 2216, between McDonnell Douglas Corporation a wholly owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of Seller Model 717-231 aircraft.

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

1. General.

Certain equipment to be installed in the Aircraft is furnished to Seller by Buyer at Buyer's expense. This equipment is designated "Buyer Furnished Equipment" (BFE) and is listed in the Detail Specification. As soon as is reasonably practical, Seller will provide to Buyer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth in the attachment to this Exhibit.

2. Supplier Selection.

Buyer will:

2.1 Select and notify Seller of the suppliers of the following BFE items by the following dates:

Galley System	TBD
Seats (passenger)	TBD
Video	TBD

2.2 Meet with Seller and such selected BFE suppliers promptly after such selection to:

2.2.1 complete BFE configuration design requirements for such BFE; and

2.2.2 confirm technical data submittal dates for BFE certification.

3. Buyer's Obligations.

Buyer will:

3.1 comply with and cause the supplier to comply with the provisions of the BFE Document or BFE Report;

3.1.1 deliver technical data (in English) to Seller as required to support installation and FAA certification in accordance with the schedule provided by Seller or as mutually agreed upon during the BFE meeting referred to above;

3.1.2 deliver BFE including production and/or flight training spares to Seller in accordance with the quantities and schedule provided therein; and

3.1.3 deliver appropriate quality assurance documentation to Seller as required with each BFE part (D6-56586, "BFE Product Acceptance Requirements");

3.2 authorize Seller to discuss all details of the BFE directly with the BFE suppliers;

3.3 authorize Seller to conduct or delegate to the supplier quality source inspection and supplier hardware acceptance of BFE at the supplier location;

3.3.1 require supplier's contractual compliance to Seller defined source inspection and supplier delegation programs, including availability of adequate facilities for Seller resident personnel; and

3.3.2 assure that Seller identified supplier's quality systems be approved to Seller document D1-9000;

3.4 provide necessary field service representation at Seller's facilities to support Seller on all issues related to the installation and certification of BFE;

3.5 deal directly with all BFE suppliers to obtain overhaul data, provisioning data, related product support documentation and any warranty provisions applicable to the BFE;

3.6 work closely with Seller and the BFE suppliers to resolve any difficulties, including defective equipment, that arise;

3.7 be responsible for modifying, adjusting and/or calibrating BFE as required for FAA approval and for all related expenses;

3.8 warrant that the BFE will meet the requirements of the Detail Specification; and

3.9 be responsible for providing equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment.

3.9.1 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for Seller to copy BFE Aircraft Software, solely and limited to the purpose of enabling Seller to load the software copies in (i) the Aircraft's mass storage device (MSD), (ii) media (e.g. diskettes, CD-ROM's, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate copying of the BFE Aircraft Software into the Aircraft's MSD, BFE hardware and/or media, including media as Boeing may deliver to Buyer with the Aircraft.

3.9.2 grant Seller a license, extending the same rights set forth in paragraph 4.0 above, to copy: a) BFE Aircraft Software and data Buyer has modified and/or b) other software and data Buyer has added to the BFE Aircraft Software.

4. Seller's Obligations.

Other than as set forth below, Seller will provide for the installation of and install the BFE and obtain certification of the Aircraft with the BFE installed.

5. Nonperformance by Buyer.

If Buyer's nonperformance of obligations in this Exhibit or in the BFE Document causes a delay in the delivery of the Aircraft or causes Seller to perform out-of-sequence or additional work, Seller will as soon as is reasonably practical inform Buyer by written notice of such nonperformance plus any anticipated delays in Aircraft delivery and expenses. Buyer will reimburse Seller for all resulting reasonable expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition Seller will have the right to:

5.1 work closely with Buyer to mitigate the damages to Buyer resulting from the nonperformance by Buyer;

5.2 provide and install specified equipment or suitable alternate equipment and increase the price of the Aircraft accordingly; and/or

5.3 deliver the Aircraft to Buyer without the BFE installed.

6. Return of Equipment.

BFE not installed in the Aircraft will be returned to Buyer in accordance with Buyer's instructions and at Buyer's expense. Such equipment returned to Buyer will be returned in a mutually agreeable time period.

7. Title and Risk of Loss.

Buyer agrees to sell and Seller agrees to purchase each item of BFE concurrently with its delivery to Seller. A reasonable shipset price for the BFE shall be established with Buyer. Buyer and Seller agree that the Aircraft price will be increased by the amount of said shipset price and such amount will be included in Seller's invoice for the Aircraft. Seller's payment for the purchase of each shipset of BFE from Buyer will be made at time of delivery of the Aircraft in which the BFE is installed. Notwithstanding the foregoing Buyer may, subject to prior written consent of Seller except that such prior written consent is not required for in flight video or telephone systems, lease or purchase subject to a lien certain items of BFE. The title to such BFE shall not pass to Seller and risk of loss shall remain with Buyer. At such time as Buyer purchases a SCN for the installation of such BFE items which shall be leased or subject to a lien, Seller and Buyer shall amend this Letter Agreement to include an attachment hereto which identifies the specific items of such BFE and the related terms and conditions.

8. Indemnification of Seller.

Buyer hereby indemnifies and holds harmless Seller from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Buyer but not employees of Seller, or for loss of or damage to any property, including any Aircraft, arising out of or in any way connected with any nonconformance or defect in any BFE and whether or not arising in tort or occasioned in whole or in part by the active, passive or imputed negligence of Seller. This indemnity will not apply with respect to any nonconformance or defect caused solely by Seller's installation of the BFE.

9. Patent Indemnity.

Buyer hereby indemnifies and holds harmless Seller from and against all claims, suits, actions, liabilities, damages and costs arising out of any actual or alleged infringement of any patent or other intellectual property rights by BFE or arising out of the installation, sale or use of BFE by Seller.

10. Definitions.

For the purposes of the above indemnities, the term "Seller" includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents.

MODEL 717-200 AIRCRAFT

Item	Preliminary On-Dock Dates
February 2000 Aircraft
Seats -	TBD
Galleys -	TBD
Electronics -	TBD
Furnishings -	TBD

DEFINED TERMS DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION A WHOLLY OWNED-SUBSIDIARY OF THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit F to Purchase Agreement Number 2216

DEFINED TERMS DOCUMENT

Dated                      

Relating to

BOEING MODEL 717-200 AIRCRAFT

This Document is Exhibit F to and forms a part of Purchase Agreement No. 2216 (Agreement) between The McDonnell Douglas Corporation a wholly owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of Boeing Model 717-231 aircraft.

The following is a list of those terms and their definitions as used and not otherwise defined in this Agreement. Such terms are identified in the Agreement by the use of an initial capital letter.

DEFINED TERMS DOCUMENT

EXHIBIT F TO AGREEMENT NO. 1910

TERM	DEFINITION	FIRST REFERENCE
Advance Payment Base Price	Seller's estimate of the Aircraft Price is set forth in Article 3.	Article 3
Agreement	Purchase Agreement No. 2216, including all Exhibits, the Detail Specification, attachments, letter agreements and other written modifications and amendments thereto.	Opening paragraph of the Agreement
Aircraft (includes "the", "all", "first", "last" "such", /the "Block A Aircraft"/ /the "Block B Aircraft"/ etc.)	The aircraft described in Article 1, Para. 1.1.	Article 1, Para. 1.1
Aircraft Basic Price	The amount set forth in Article 3	Article 3
Aircraft Price	The total amount Buyer is to pay for an Aircraft which is described in Article 3	Article 3
Aircraft Software	The computer software included with the Aircraft when the Aircraft is delivered by Seller, described in Exhibit B, Part D-1, Para. 1.	Exhibit B, Part D-1, Para 1
Airframe Component	A component described in Exhibit B, Part C, Para. 1.1	Exhibit B Part C Para. 1.1
Article	An Article of the Agreement.	Article 6, Para. 6.4
Base Airframe Price	The airframe price described in Article 3	Article 3
Seller	McDonnell Douglas Corporation a wholly owned subsidiary of The Boeing Company.	Opening paragraph of the Agreement
Seller Warranty	Part A of Exhibit B to the Agreement.	Exhibit B, Part A, Para. 1
Buyer	The purchaser of the Aircraft identified in the opening paragraph of the Agreement.	Opening paragraph of the Agreement
Buyer Furnished Equipment or BFE	Equipment provided by Buyer pursuant to Exhibit E for installation by Seller on the Aircraft.	Article 4.1
Buyer Furnished Equipment Document	Document provided by Seller to Buyer defining requirements for BFE. Exhibit E, Para. 1.	Article 13, Para. 13.1
Certificate of Airworthiness	The certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations for the type of Aircraft purchased under this Agreement as described in Article 8.	Article 8, Para. 8.1.1.2
Change Order	A change to the Detail Specification, as described in Article 7, Para. 7.2.	Article 7, Para. 7.2/
Covered Component	An Airframe Component as described in Exhibit B, Part C, Para. 1.4.	Exhibit B Part C Para. 1.4
Customer Support Document	Exhibit C to the Agreement.	Article 12, Para. 12.5
Customer Support General Terms Agreement (CSGTA)	The general terms agreement No. 31-1 dated March 26, 1997 as may be amended	Article 13, Para. 13.2
Customer Support Services	The Seller services, training and other obligations described in Exhibit C to the Agreement.	Article 12, Para. 12.5
Deposit	The money paid by Buyer to Seller as part of the acceptance of the Aircraft proposal.	Article 5, Para. 5.1
Detail Specification	The Seller document that describes the specifications of the Aircraft modified from time to time to include developmental and Buyer requested changes.	Article 1, Para. 1.1
Development Change(s)	Changes to the basic specification that do not affect price, delivery, guaranteed weight, performance or interchangeability as described in Article 7, Para. 7.1.	Article 7, Para. 7.1
Disclaimer and Release	The disclaimer and Release set forth in Article 12, Para. 12.2.	Article 12, Para. 12.2
Documents	The data and documents provided by Seller under the Agreement.	Exhibit C, Part D Para. 2
Economic Price Adjustment	Article 3, Para. 3.1.4./	Article 3, Exhibit D
Engine(s)	The engines installed on the Aircraft as described in the Detail Specification.	Article 3, Para. 3.1.2
Excusable Delay	A delay resulting from any of the causes described in Article 6, Para. 6.1.	Article 6, Para. 6.1
FAA	The Federal Aviation Administration of the Department of Transportation of the United States, including the Administrator of the Federal Aviation Administration, the National Transportation Safety Board and any other authority or agency of the Federal Government of the United States having like jurisdiction.	Article 8, Para. 8.1.1
Failed Component	A component as described in Exhibit B, Part C, Para. 1.6.	Exhibit B Part C Para. 1.6
Failure	Any breakage or defect as described in Exhibit B, Part C, Para. 5.	Exhibit B Part C Para. 1.5
Federal Aviation Regulations	The United States Federal Aviation Regulations and, if they are redesignated or discontinued, any comparable regulations or parts thereof issued by the FAA.	Article 8, Para. 8.1.1.1
Field Service(s)	Seller-provided services as described in Exhibit C, Part B, Para. 2.	Exhibit C, Part B, Para. 2
Field Service Period	The length of time Seller provides Field Service to Buyer as described in Exhibit C, Part B, Para. 2.1.	Exhibit C, Part B, Para. 2.1
Flight Training Planning Conference	A planning conference as described in Exhibit C, Part C, Para. 2.	Exhibit C, Part C, Para. 2
Flight Training Program	The program of flight training described in Exhibit C, Part C, Para. 3.	Exhibit C, Part C, Para. 3
Interface Problem	A technical problem attributed to the design characteristics of the Aircraft or its systems, as described in Exhibit B, Part G, Para. 1.	Exhibit B, Part G, Para. 1
Landing Gear Component	A component as described in Exhibit B, Part C, Para. 1.2.	Exhibit B Part C Para. 1.2
Maintenance Training Planning Conference	A planning conference as described in Exhibit C, Part A, Para. 2.	Exhibit C, Part A, Para. 2
Maintenance Training Program	The program of training described in Exhibit C, Part A, Para. 3.	Exhibit C, Part A, Para. 3
Major Damage	Damage described in Exhibit C, Part C, Para. 11.3.	Exhibit C Part C Para. 11.3
Manufacturer Change(s)	A change to the Aircraft or performance required of Seller as described in Article 8, Para. 8.2.1.	Article 8, Para. 8.2.1
Operator Change(s)	A change to the Aircraft described in Article 8, Para. 8.3.1.	Article 8, Para. 8.3.1
Performance Guarantees	The written guarantees regarding the operational performance of the Aircraft set forth in the Agreement or the Detail Specification.	Article 1, Para. 1.3
Policy (Seller Service Life Policy)	Exhibit B, Part C, Para. 2.	Exhibit B, Part C, Para. 2
Price First Published	Article 3, Para. 3.1.7.	Article 3, Para. 3.1.7
Product Assurance Document	Exhibit B of the Agreement.	Article 12, Para. 12.1
Revenue Service Training	Flight Training conducted on the Aircraft during revenue service with cargo and/or passengers on board, as described in Exhibit C, Part C, Para. 8.	Exhibit C, Part C, Para. 8
Software Documentation	A listing of components and equipment referred to in Exhibit C, Part D, Para. 3.3.6.	Exhibit C, Part D, Para. 3.3.6
Spare Component	A component as described in Exhibit B, Part C, Para. 1.3.	Exhibit B Part C Para. 1.3
Special Features	Article 3, Para. 3.1.1.	Article 3, Para. 3.1.1
Standard Airworthiness Certificate	A certificate issued by the FAA, pursuant to Part 21 of the Federal Aviation Regulations as described in Article 8, Para. 8.1.1.2.	Article 8, Para. 8.1.1.2
Target Delivery Date	A non binding estimated delivery date provided for Buyer's planning purposes, described in Article 2.	Article 2, Para. 2.2
Taxes	The term "Taxes" defined in Article 4, Para. 4.1.	Article 2, Para. 2.3
Type Certificate	A certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations described in Article 8, Para. 8.1.1.1.	Article 8, Para. 8.1.1.1
Warranty Labor Rate	The hourly labor rate defined in Exhibit B, Part B, Para. 5.3.	Exhibit B, Part B, Para. 5.3

2216-1

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 2216-1 to Purchase Agreement No. 2216-Seller Purchased Equipment

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

For purposes of this Letter Agreement the following definitions apply:

Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Seller purchases for Buyer.

Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously certified for installation on the same model aircraft.

Developmental Seller Purchased Equipment (DSPE) is DBFE which is converted to SPE. This Letter Agreement does not include developmental avionics. Developmental avionics are avionics that have not been previously certified for installation on the same model aircraft.

All other terms used herein and in the Agreement, and not defined above, will have the same meaning as in the Agreement.

Buyer may request that Seller purchase as SPE the BFE which has been changed to SPE by Change Request. In such event, Seller and Buyer agree as follows:

1. Price.

Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the actual costs charged Seller by the SPE suppliers, (ii) a handling fee of 9.2% of such costs and (iii) transportation charges.

Advance Payment Base Price. The Aircraft Advance Payment Base Price will include an estimate for SPE in the amount of $350,000 (1998 $ STE).

2. Responsibilities.

2.1 Buyer is responsible for:

(i) selecting a FAA certifiable part;

(ii) providing to Seller the SPE part specification/Buyer requirements;

(iii) assuring that the SPE supplier delivers technical data (in English) to Seller as required to support the installation and certification of the SPE items; and

(iv) at Sellers request, providing technical advisors to assist Seller in the installation, calibration, repair or replacement, if defective, of any SPE.

2.2. Seller is responsible for:

(i) using its diligent efforts to obtain the lowest reasonable cost from the SPE suppliers;

(ii) placing and managing the purchase order with the supplier;

(iii) coordinating with the suppliers on technical issues;

(iv) using its diligent efforts (without waiving Buyers data obligations above) to obtain from the SPE suppliers, by the date required, data to support the SPE;

(v) ensuring that the delivered SPE complies with the part specification;

(vi) obtaining certification of the Aircraft with the SPE installed; and

(vii) obtaining for Buyer the supplier's standard warranty for the SPE. SPE is deemed to be BFE for purposes of Exhibit B, the Product Assurance Document, of the Agreement.

3. Changes.

After this Letter Agreement is signed, changes to SPE may only be made by and between Seller and the suppliers. Buyer's contacts with SPE suppliers relating to design (including selection of materials and colors), weights, prices or schedules are for informational purposes only. If Buyer wants changes made to any of the above, requests must be made directly to Seller for negotiating with the supplier.

4. Proprietary Rights.

Seller's obligation to purchase SPE will not impose upon Seller any obligation to compensate Buyer or any supplier for any proprietary rights Buyer may have in the design of the SPE.

5. Provisioning Data.

Seller will have no obligation to include in its provisioning data for Buyer's Aircraft information covering the repair or replacement of SPE items unless Buyer provides such data to Seller in accordance with Seller's requirements. However, if Seller has such information in its existing provisioning data files and Seller has a right to disclose that information to Buyer, such information will be included in Buyer's Aircraft provisioning data at no additional cost to Buyer.

6. Interchange of SPE.

To properly maintain Seller's production flow and to preserve Seller's delivery commitments, Seller reserves the right, if necessary, due to equipment shortages or failures, to interchange new items of BFE or SPE acquired from or for Customer with new items of the same part numbers acquired from or for other customers of Seller provided that such interchange not delay delivery of an Aircraft. Used BFE or SPE acquired from Buyer or from other customers of Seller will not be interchanged.

7. Remedies.

If Buyer does not comply with the obligations above, Seller may delay delivery of the Aircraft which shall be deemed an Excusable Delay. The price of the Aircraft shall be increased by the amount of Seller's additional costs attributable to any such delay or failure by Buyer, including without limitation, interest on the unpaid balance of such price, storage, taxes, insurance and the costs of out of sequence installations. In such event, Seller shall act in good faith with Buyer to develop a course of action which will facilitate delivery of the affected aircraft at the earliest possible date. However, if Seller and Buyer are unable to so develop a mutually satisfactory course of action, in the event of such a delay and without waiving any other rights and remedies Seller may have, Seller may (i) elect to deliver the Aircraft without the installation of the unapproved, delayed or nonconforming SPE and Seller shall thereupon be relieved of all obligations to install such SPE or (ii) purchase the same or substantially equivalent equipment from any other source and install and invoice Buyer for such purchase and equitably adjust the price of the Aircraft and any other affected provisions of the Agreement to reflect such purchase and associated retesting, adjustment and calibration.

8. Buyer's Indemnification of Seller.

Buyer will indemnify and hold harmless Seller from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Buyer but not employees of Seller, or for loss of or damage to any property, including Aircraft, arising out of or in any way connected with any non conformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of Seller, whether active, passive or imputed. This indemnity will not apply with respect to any non conformance or defect caused solely by Seller's installation of the SPE.

Very truly yours,

MCDONNELL DOUGLAS CORPORATION
A WHOLLY-OWNED SUBSIDIARY
OF THE BOEING COMPANY

By ________________________________

Its             Attorney-In-Fact               

ACCEPTED AND AGREED TO as of this

Date:                , 1998

TRANS WORLD AIRLINES, INC.

By _________________________________

Its _________________________________

2216-2

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 2216-2 to Purchase Agreement No. 2216-Spares Initial Provisioning

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Purchase Agreement, and not defined herein, will have the same meaning as in the Agreement.

1. Applicability.

This letter will apply to initial provisioning for the 717-231 Aircraft.

2. Initial Provisioning Meeting.

Seller will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Buyer to establish mutually agreeable procedures to accomplish Buyer's initial provisioning of spare parts for the Aircraft. The parties will agree, during the Initial Provisioning Meeting on the operational data to be provided by Buyer for Seller's use in preparing its quantity recommendations for initial provisioning of spare parts for the Aircraft, exclusive of special tools, ground support equipment, engines and engine parts (Provisioning Items). Such operational data to be provided by Buyer will be the data described in the Boeing Initial Provisioning Implementation Manual which will be furnished to Buyer prior to the Initial Provisioning Meeting. The parties will also agree on the provisioning documentation to be provided by Seller. Such data will be essentially in accordance with the provisions of Chapter 1 of ATA International Specification 2000, Revision 6, dated February 1, 1998, as described in Seller Initial Provisioning Implementation Manual MDC K0064 (such data will be hereinafter referred to collectively as the "Provisioning Data"). Seller will provide instruction in the use of the initial provisioning documentation. This instruction will be provided in conjunction with the Initial Provisioning Meeting. In addition, the parties will discuss spares ordering procedures and other matters related to the provisioning for the Aircraft. The time and location for such Initial Provisioning Meeting will be mutually agreed upon between the parties; however, Seller and Buyer will use their best efforts to convene such meeting within 30 days after execution of the Agreement.

3. Initial Provisioning Documentation.

3.1 Provisioning Data. Seller will use its best reasonable efforts to furnish by February 1, 1999 The Provisioning Data which will be as complete as possible and will cover Provisioning Items selected by Seller for review by Buyer for initial provisioning for the Aircraft. The Provisioning Data will set forth the prices for Provisioning Items which are Seller Spare Parts and such prices will be firm and remain in effect until the date or dates set forth in Paragraph 4.1, Seller Spare Parts, by which orders must be placed with Seller. Seller will, from time to time, until a date approximately 90 days following delivery of the last Aircraft or until the delivery configuration of each of the Aircraft is reflected in the Provisioning Data, whichever is later, furnish to Buyer revisions to the Provisioning Data.

3.2 Provisioning IPC. Seller will as soon as is reasonably practical furnish to Buyer a Seller Illustrated Parts Catalog (IPC), hereinafter referred to as the "Provisioning IPC." The Provisioning IPC will be as complete as possible and will cover Provisioning Items selected by Seller for review by Buyer for initial provisioning for the Aircraft. Seller will, from time to time, until a date approximately 90 days following delivery of the last Aircraft, or until the delivery configuration of each of the Aircraft is reflected in the Provisioning IPC, whichever is later, furnish to Buyer revisions to the Provisioning IPC.

3.3 Buyer Furnished Equipment (BFE) Provisioning Data.

3.3.1 Seller's Responsibility. Seller will include BFE end items in the Provisioning Data and Provisioning IPC for BFE installed on Buyer's Aircraft provided such equipment has been installed on other Aircraft by Seller and Seller has data on the BFE.

3.3.2 Buyer's Responsibility. Buyer will be responsible for ensuring BFE data is provided to Seller by the BFE supplier in a format acceptable to Seller for BFE not covered by 3.3.1 above. If the data is not provided to Seller in a timely manner and in a format acceptable to Seller, such BFE equipment will not be included in Seller's Provisioning Data or IPC.

3.4 Other Data. Seller will submit to Buyer listings of Raw Materials, Standard Parts and Bulk Materials to be used by Buyer in the maintenance and repair of the Aircraft.

4. Purchase from Seller of Spare Parts as Initial Provisioning for the Aircraft.

4.1 Seller Spare Parts. Buyer will place orders, as required, for Provisioning Items as soon as is reasonably practical. At Buyer's request, Seller will process "controlled shipments" by shipping full or partial quantities of an order on a schedule specified by Buyer, provided the final shipment is made no later than 24 months after receipt of the order.

4.2 Vendor Provisioning Items. Buyer may place orders with Seller for Provisioning Items which are manufactured by vendors or to their detailed design and are covered by the Provisioning Data as initial provisioning for the Aircraft. The price to Buyer for any such vendor Provisioning Item will be 112% of the vendor's quoted price to Seller therefor. If Buyer elects to purchase such vendor Provisioning Items from Seller, Buyer will place its orders therefor in accordance with the provisions of Paragraph 4.1, Seller Spare Parts.

4.3 Ground Support Equipment and Special Tools. Buyer may place orders with Seller for ground support equipment (GSE) and special tools manufactured by vendors which Buyer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines. The price to Buyer for such GSE or special tools will be one hundred twelve percent (112%) of the vendor's quoted price to Seller therefor. If Buyer elects to purchase such GSE and special tools from Seller, Buyer will place its orders therefor by the date set forth in Paragraph 4.1, Seller Spare Parts or such later date as the parties may mutually agree.

4.4 Spare Engines and Engine Spare Parts. Buyer may place orders with Seller for spare engines and/or engine spare parts which Buyer determines it will initially require for support of the Aircraft or for maintenance and overhaul of the engines. The price to Buyer for such spare engines or such engine spare parts, will be 105% of the engine manufacturer's quoted price to Seller for the engine, and 112% of the engine manufacturer's quoted price to Seller for the engine spare parts. If Buyer elects to purchase such spare engines or engine spare parts through Seller, Buyer will place its orders on a date to be mutually agreed upon during the Initial Provisioning Meeting.

4.5 QEC Kits. Responsibility for Engine Support and QEC Kits belongs to Engine manufacturer, BMW, and B.F. Goodrich (formerly Rohr)respectively. Boeing will assist, if requested by Buyer, to review data provided by said manufacturers.

4.6 Payment for Provisioning Items. The payment provisions of the General Terms Agreement between Seller and Buyer will be applicable to Provisioning Items ordered by Buyer from Seller for the Aircraft.

5. Delivery.

Seller will, insofar as reasonably possible, deliver to Buyer the Spare Parts ordered by Buyer in accordance with the provisions of this letter on dates reasonably calculated to conform to Buyer's anticipated needs in view of the scheduled deliveries of the Aircraft. Buyer and Seller will agree upon the date to begin delivery of the Provisioning Spare Parts ordered in accordance with this letter. Where appropriate, Seller will arrange for shipment of such Spare Parts, which are manufactured by vendors, directly to Buyer from the applicable vendor's facility. The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts will be as mutually agreed between Seller and Buyer.

6. Substitution for Obsolete Spare Parts.

6.1 Obligation to Substitute. In the event that, prior to delivery of the first Aircraft pursuant to the Agreement, any Spare Part purchased by Buyer from Seller in accordance with this letter is rendered obsolete or unusable due to the redesign of the Aircraft or of any accessory, equipment or part therefor, (other than a redesign at Buyer's request), Seller will deliver to Buyer new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and Buyer will return the obsolete or unusable Spare Parts to Seller. Seller will credit Buyer's account with Seller with the price paid by Buyer for any such obsolete or unusable Spare Part and will invoice Buyer for the purchase price of any such substitute Spare Part delivered to Buyer.

6.2 Delivery of Obsolete Spare Parts and Substitutes Therefor. Obsolete or unusable Spare Parts returned by Buyer pursuant to this Item will be delivered to Seller at its Seattle Distribution Center, or such other destination as Seller may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Buyer at Seller's Seattle Distribution Center, or such other Seller shipping point as Seller may reasonably designate. Seller will pay the freight charges for the shipment from Buyer to Seller of any such obsolete or unusable Spare Part and for the shipment from Seller to Buyer of any such substitute Spare Part.

7. Repurchase of Provisioning Items.

7.1 Obligation to Repurchase. During a period commencing 1 year after delivery of the first Aircraft under the Agreement, and ending 5 years after such delivery, Seller will, upon receipt of Buyer's written request and subject to the exceptions in Paragraph 7.2, Exceptions, repurchase unused and undamaged Provisioning Items which (i) were recommended by Seller in the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Buyer from Seller, and (iii) are surplus to Buyer's needs including those purchased items that are surplus to Buyers needs as a result of termination of an Aircraft. Seller will provide any assistance reasonably requested by Buyer with respect to the repurchasing by a vendor of that vendor's Provisioning Items.

7.2 Exceptions. Seller will not be obligated under Paragraph 7.1, Obligation to Repurchase, to repurchase any of the following: (i) quantities of Provisioning Items in excess of those quantities recommended by Seller in the Provisioning Data for the Aircraft, (ii) Bulk Material Kits, Raw Material Kits, Service Bulletin Kits, Standards Kits and components thereof (except those components listed separately in the Provisioning Data), (iii) Provisioning Items for which an Order was received by Seller more than 5 months after delivery of the last Aircraft, (iv) Provisioning Items which have become obsolete or have been replaced by other Provisioning Items as a result of (a) Buyer's modification of the Aircraft or (b) design improvements by Seller or the vendor (other than Provisioning Items which have become obsolete because of a defect in design if such defect has not been remedied by an offer by Seller or the vendor to provide no charge retrofit kits or replacement parts which correct such defect), and (v) Provisioning Items which become excess as a result of a change in Buyer's operating parameters, provided to Seller pursuant to the Initial Provisioning meeting in Paragraph 2, which were the basis of Seller's initial provisioning recommendations for the Aircraft.

7.3 Notification and Format. Buyer will notify Seller, in writing, when Buyer desires to return Provisioning Items which Buyer's review indicates are eligible for repurchase by Seller under the provisions of this Repurchase of Provisioning Items paragraph. Buyer's notification will include a detailed summary, in part number sequence, of the Provisioning Items Buyer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually agreed between Seller and Buyer, and will include part number, nomenclature, purchase order number, purchase order date and quantity to be returned. Within 5 business days after receipt of Buyer's notification, Seller will advise Buyer, in writing, when Seller's review of such summary will be completed.

7.4 Review and Acceptance by Seller. Upon completion of Seller's review (which Seller will use its best reasonable efforts to complete no later than 30 days after receipt of the data from Buyer) of any detailed summary submitted by Buyer pursuant to Paragraph 7.3, Seller will issue to Buyer a Material Return Authorization (MRA) for those Provisioning Items Seller agrees are eligible for repurchase in accordance with this Repurchase of Provisioning Items paragraph. Seller will advise Buyer of the reason that any spare part included in Buyer's detailed summary is not eligible for return. Seller's MRA will state the date by which Provisioning Items listed in the MRA must be redelivered to Seller and Buyer will arrange for shipment of such Provisioning Items accordingly.

7.5 Price and Payment. The price of each Provisioning Item repurchased by Seller pursuant to this Repurchase of Provisioning Items paragraph will be an amount equal to 100% of the original invoice price thereof. In the case of Provisioning Items manufactured by a vendor which were purchased pursuant to Paragraph 4, Purchase from Seller of Spare Parts as Initial Provisioning for the Aircraft, hereof the repurchase price will not include Seller's 12% handling charge. Seller will pay the repurchase price by issuing a credit memorandum in favor of Buyer which may be applied against amounts due Seller for the purchase of aircraft, Spare Parts, services or data.

7.6 Delivery of Provisioning Items. Provisioning Items repurchased by Seller pursuant to this Repurchase of Provisioning Items paragraph will be delivered to Seller F.O.B. at its Seattle Distribution Center, or such other destination as Seller may reasonably designate. Buyer will pay the freight charges for the shipment from Buyer to Seller of any such Provisioning Items.

8. Obsolete Spare Parts and Surplus Provisioning Items - Title and Risk of Loss.

Title to and risk of loss of any obsolete or unusable Spare Parts returned to Seller pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Seller upon delivery thereof to Seller. Title to and risk of loss of any Spare Part substituted for an obsolete or unusable Spare Part pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Buyer upon delivery thereof to Buyer. Title to and risk of loss of any Provisioning Item repurchased by Seller pursuant to Paragraph 7, Repurchase of Provisioning Items, will pass to Seller upon delivery thereof to Seller. With respect to the obsolete or unusable Spare Parts which may be returned to Seller and the Spare Parts substituted therefore, pursuant to Paragraph 6, and the Provisioning Items which may be repurchased by Seller, pursuant to Paragraph 7, the party which has risk of loss of any such Spare Part or Provisioning Item will have the responsibility of providing any insurance coverage for it desired by such party.

9. Supplier Support.

Seller has entered, or anticipates entering, into product support agreements with suppliers (Seller Suppliers) of major system components manufactured by such Suppliers to be installed on the Aircraft (Supplier Components). Such product support agreements commit, or are expected to commit, the Seller Suppliers to provide to Seller's Buyers and/or the Buyer's designees support services with respect to the Supplier Components which can be reasonably expected to be required during the course of normal operation. This support includes but is not limited to shelf-stock of certain spare parts, emergency spare parts, timely delivery of spare parts, and technical data related to the Supplier Components. Copies of such product support agreements will be provided to Buyer as soon as is reasonably practical in Seller Document PSSAM. In the event Buyer has used due diligence in attempting to resolve any difficulty arising in normal business transactions between Buyer and a Seller Supplier with respect to product support for a Supplier Component manufactured by such Supplier and if such difficulty remains unresolved, Seller will, if requested by Buyer, assist Buyer in resolving such difficulty. Assistance will be provided by the Spares Supplier Support and Data Management Organization within the Seller Buyer Services Division.

10. In the event of termination of the Agreement with respect to any Aircraft

(i) pursuant to Article 6.2 of the Agreement, or

(ii) pursuant to Article 6.3 of the Agreement

such termination will, if Buyer so requests by written notice received by Seller within 15 days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which Buyer had ordered pursuant to the Provisions of this letter as initial provisioning for such Aircraft and which are undelivered on the date Seller receives such written notice.

Very truly yours,

MCDONNELL DOUGLAS CORPORATION
A WHOLLY OWNED-SUBSIDIARY
OF THE BOEING COMPANY

By ___________________________

Its             Attorney-In-Fact               

ACCEPTED AND AGREED TO this

Date: ____________________,1998

TRANS WORLD AIRLINES, INC.

By ___________________________

Its ___________________________

6-1162-RCN-1332

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 6-1162-RCN-1332 to Purchase Agreement No. 2216 -Aircraft Performance Guarantees

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNELL DOUGLAS CORPORATION
A WHOLLY OWNED-SUBSIDIARY OF
THE BOEING COMPANY

By ________________________

Its          Attorney-In-Fact            

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

Attachment

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1333

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 6-1162-RCN-1333 to Purchase Agreement No. 2216 -Other Matters

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNELL DOUGLAS CORPORATION
A WHOLLY OWNED-SUBSIDIARY OF
THE SELLER COMPANY

By ________________________

Its          Attorney-In-Fact            

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1334

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 6-1162-RCN-1334 to Purchase Agreement No. 2216 -Business Considerations

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1335

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 6-1162-RCN-1335 to Purchase Agreement No. 2216 - Option Aircraft

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: ______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1336

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: Letter Agreement No. 6-1162-RCN-1336 to Purchase Agreement No. 2216 -Promotion Support

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1337

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: *

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1338

Trans World Airlines, Inc.
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101

Subject: *

Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)

This letter amends the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

[Applies to entire body of letter.]*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,
a wholly-owned subsidiary of
THE BOEING COMPANY

BY _____________________

ITS ____________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY _____________________

ITS ____________________

* Confidential Information omitted and filed separately with the Commission.





6-1162-RCN-1340

Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
19th Floor
St. Louis, Missouri 63101

Subject: *

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

THE MCDONNELL DOUGLAS COMPANY
A WHOLLY-OWNED SUBSIDIARY
OF THE BOEING COMPANY

By ________________________

Its          Attorney-In-Fact            

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

* Confidential Information omitted and filed separately with the Commission.

Exhibit A

BOEING 717-200 FLIGHT SIMULATOR SPECIFICATION SHEET

[Applies to entire body of letter].*

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1343

Trans World Airlines, Inc.
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101

Subject: Application of Advance Payments

Reference: Purchase Agreement No. 2216 (Agreement) between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)

This letter amends the Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,
a wholly owned subsidiary of
THE BOEING COMPANY

BY _______________________________

ITS _______________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY ________________________________

ITS ________________________________

* Confidential Information omitted and filed separately with the Commission.









6-1162-RCN-1344

Trans World Airlines, Inc.
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101

Subject: *

Reference: Agreement No. 2216 (The Purchase Agreement) between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)

This letter amends the Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,
a wholly owned subsidiary of
THE BOEING COMPANY

BY ____________________________

ITS ___________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY ____________________________

ITS ____________________________

* Confidential Information omitted and filed separately with the Commission.











6-1162-RCN-1345

Trans World Airlines, Inc.
One City Centre
515 North Sixth Street
St. Louis, Missouri 63101

Subject: *

Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)

This letter amends Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,
a wholly-owned subsidiary of
THE BOEING COMPANY

BY __________________________

ITS _________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY __________________________

ITS _________________________

* Confidential Information omitted and filed separately with the Commission.

December 18, 19981-9541-JBM-967

Trans World Airlines, Inc.
One City Center
515 North Sixth Street
St. Louis, Missouri 63101

Attention: Mr. Michael J. Palumbo,
Senior Vice President and Chief Financial Officer

Mr. Michael J. Lichty
Vice President and Deputy General Counsel

Subject:*

Gentlemen:

We refer to Purchase Agreement No. 2216 dated of even date herewith (including Letter Agreement 6-1162-RCN-1337 to be dated and issued simultaneously therewith, the "Purchase Agreement") between McDonnell Douglas Corporation ("MDC"), a wholly owned subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc. ("TWA") relating to the sale by MDC and the purchase by TWA of one hundred (100) Boeing Model 717-231 aircraft, with the purchase of fifty (50) of such aircraft being firm (the "Firm Aircraft") and the purchase of fifty (50) of such aircraft being subject to certain rights of TWA to cause such aircraft to become option aircraft (the "Option Aircraft"; together with the Firm Aircraft, the "Aircraft").

[*Applies to entire body of letter].*

Very truly yours,

THE BOEING COMPANY


By: _________________________

Its: _________________________

Attachment

ACCEPTED AND AGREED TO
this ______ day of December, 1998.

TRANS WORLD AIRLINES, INC.


By: ____________________________

Its: ____________________________

*Confidential Information omitted and filed separately with the Commission.

The Boeing Company
Trans World Airlines, Inc.

[*Applies to entire body of document].*

*Confidential Information omitted and filed separately with the Commission.

June ____, 1999

Trans World Airlines, Inc.

One City Centre
515 North Sixth Street
St. Louis, Missouri 63101

BMW Rolls Royce GmbH
Eschenweg 11
D-15827 Dahlewitz
Germany

Re:*

Ladies and Gentlemen:

Reference is made to Purchase Agreement No. 2216 dated as of December 18, 1998 between McDonnell Douglas Corporation ("Seller"), a wholly owned subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc. ("Buyer") relating to the sale of fifty (50) firm Model 717-231 aircraft (each firm Model 717-231 aircraft is hereinafter referred to as an "Aircraft" and collectively as the "Aircraft").

This letter when accepted by BMW Rolls Royce GmbH ("BRR") will become part of Purchase Agreement No. 2216 and will evidence our agreement with respect to the matters set forth below.

All terms used herein and in Purchase Agreement No. 2216 and not defined herein, shall have the same meaning as in Purchase Agreement No. 2216.

[Applies to entire body of letter.]*

Very truly yours,

McDONNELL DOUGLAS CORPORATION
A Wholly Owned Subsidiary of The Boeing Company

By ________________________

Its ________________________

ACCEPTED AND AGREED TO THIS

As of this _____ day of June, 1999.

TRANS WORLD AIRLINES, INC.

By ________________________

Its ________________________

ACCEPTED AND AGREED TO THIS

As of this _____ day of June, 1999.

BMW ROLLS ROYCE GmbH

By ________________________

Its ________________________

*Confidential Information omitted and filed separately with the Commission.

ATTACHMENT A

6-1162-RCN-[BRR]

BMW Rolls Royce GmbH
Eschenweg 11
D-15827 Dahlewitz
Germany

Subject: Letter Agreement No. 6-1162-RCN-[BRR]

This Letter Agreement amends Purchase Agreement No. 2216 dated as of December 18, 1998 (the "Agreement") between McDonnell Douglas Corporation ("MDC") a wholly-owned subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc.("Buyer") relating to Model 717-231 aircraft (the "Aircraft").

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

[Applies to entire body of letter.]*

Very truly yours,

McDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , _____

BMW Rolls Royce GmbH

By: _______________________________

Its: ______________________________

*Confidential Information omitted and filed separately with the Commission.

EX-3

EX-10

BOEING PURCHASE AGREEMENT

EX-11

EXHIBIT 11

TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES

COMPUTATION OF EARNINGS PER SHARE

(Amounts in Thousands, Except Per Share Amounts)

	Three Months Ended
	September 30,
Adjustments to Net Loss:	1999	1998
Loss before extraordinary items	$ (53,690)	$ (923)
Preferred stock dividend requirements	(5,864)	(5,864)
Loss before extraordinary items applicable to common stock for basic earnings per share calculation	(59,554)	(6,787)
Extraordinary items	-	(4,390)
Net loss applicable to common stock for basic earnings per share calculation	$ (59,554)	$ (11,177)
Outstanding Shares:
Average number of shares of common stock for basic earnings per share calculation (1) (2) (3)	68,497	63,945
Basic Earnings Per Share Amounts (4):
Loss before extraordinary items	$ (0.87)	$ (0.11)
Extraordinary items	-	(0.07)
Net loss	$ (0.87)	$ (0.18)

________

(1) Includes 6,982 and 7,381 shares for the three months ended September 30, 1999 and 1998 respectively, of Employee Preferred Stock which, except for a liquidation preference of $.01 per share and the right to elect a certain number of directors to the Board of Directors, is the functional equivalent of Common Stock.

(2) Pursuant to an employee stock incentive plan (ESIP or the Plan), the Company is required to distribute additional shares of Common Stock and Employee Preferred Stock as a result of the distribution of additional shares following the effective date of the 1995 Reorganization. The Company distributed 2,377,084 additional shares in July 1998 under this provision. Additionally, the ESIP provides that, continuing through 2002, employees may significantly increase their ownership, through grants or purchases, as set forth in the Plan. The loss per share computations do not give any effect to future potential issuances of these shares.

(3) Includes 3,000 shares to be issued to IAM-represented employees as discussed in Footnote 10.

(4) As the effects of including the incremental shares associated with options and warrants and the assumed conversion of the 8% and the 9 ¼% Preferred Stock are antidulutive, diluted earnings per share are equal to basic earnings per share and are not presented in the accompanying condensed statements of consolidated operations for the third quarter of 1999 and 1998.

EXHIBIT 11

TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES

COMPUTATION OF EARNINGS PER SHARE

(Amounts in Thousands, Except Per Share Amounts)

	Nine Months Ended
	September 30,
Adjustments to Net Loss:	1999	1998
Loss before extraordinary items	$ (80,591)	$ (30,313)
Preferred stock dividend requirements	(17,590)	(17,590)
Loss before extraordinary items applicable to common stock for basic earnings per share calculation	(98,181)	(47,903)
Extraordinary items	(866)	(11,026)
Net loss applicable to common stock for basic earnings per share calculation	$ (99,047)	$ (58,929)
Outstanding Shares:
Average number of shares of common stock for basic earnings per share calculation (1) (2) (3)	66,666	59,968
Basic Earnings Per Share Amounts (4):
Loss before extraordinary items	$ (1.47)	$ (0.80)
Extraordinary items	(0.01)	(0.18)
Net loss	$ (1.48)	$ (0.98)

_________

(1) Includes 7,164 and 6,524 shares for the nine months ended September 30, 1999 and 1998 respectively, of Employee Preferred Stock which, except for a liquidation preference of $.01 per share and the right to elect a certain number of directors to the Board of Directors, is the functional equivalent of Common Stock.

(2) Pursuant to an employee stock incentive plan (ESIP or the Plan), the Company is required to distribute additional shares of Common Stock and Employee Preferred Stock as a result of the distribution of additional shares following the effective date of the 1995 Reorganization. The Company distributed 2,377,084 additional shares in July 1998 under this provision. Additionally, the ESIP provides that, continuing through 2002, employees may significantly increase their ownership, through grants or purchases, as set forth in the Plan. The loss per share computations do not give any effect to future potential issuances of these shares.

(3) Includes 3,000 shares to be issued to IAM-represented employees as discussed in Footnote 10.

(4) As the effects of including the incremental shares associated with options and warrants and the assumed conversion of the 8% and the 9 ¼% Preferred Stock are antidilutive, diluted earnings per share are equal to basic earnings per share and are not presented in the accompanying condensed statements of consolidated operations for the nine months ended September 30, 1999 and 1998.

EX-27

 

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS OF TRANS WORLD AIRLINES, INC. AND SUBSIDIARIES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<EXCHANGE-RATE>                                      1
<CASH>                                         239,981
<SECURITIES>                                         0
<RECEIVABLES>                                  256,862
<ALLOWANCES>                                    13,599
<INVENTORY>                                     98,596
<CURRENT-ASSETS>                               675,194
<PP&E>                                         816,793
<DEPRECIATION>                                 277,751
<TOTAL-ASSETS>                               2,509,538
<CURRENT-LIABILITIES>                        1,125,196
<BONDS>                                        668,696
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        124
<COMMON>                                           597
<OTHER-SE>                                     105,255
<TOTAL-LIABILITY-AND-EQUITY>                 2,509,538
<SALES>                                              0
<TOTAL-REVENUES>                             2,507,007
<CGS>                                                0
<TOTAL-COSTS>                                2,585,152
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 3,596
<INTEREST-EXPENSE>                              71,810
<INCOME-PRETAX>                               (80,041)
<INCOME-TAX>                                       550
<INCOME-CONTINUING>                           (80,591)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  (866)
<CHANGES>                                            0
<NET-INCOME>                                  (81,457)
<EPS-BASIC>                                     (1.48)
<EPS-DILUTED>                                   (1.48)