Common use of CERTIFICATE OF TRANSFER Clause in Contracts

CERTIFICATE OF TRANSFER. Re: 10 1/4% Senior Secured Notes due 2003 (the "Notes") of Trans World Airlines, Inc. (the "Company") This Certificate relates to Notes held in definitive form by ___________ (the "Transferor"). The Transferor has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act of 1933 (the "Securities Act"), because:* |_| Such Note is being transferred to the Company. |_| Such Note is being transferred pursuant to an effective Registration Statement under the Securities Act. |_| Such Note is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. |_| Such Note is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Note is being transferred to an Institutional "Accredited Investor" within the meaning of Subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. |_| Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. The Registrar and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ___________________________ [INSERT NAME OF TRANSFEROR] By:_______________________ Date:_____________________________ __________________________________ * Please check applicable box. EXHIBIT 2 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [*/] [**/] No. CUSIP No. $ 10 1/4% Senior Secured Note due 2003 TRANS WORLD AIRLINES, INC., a Delaware corporation promises to pay to __________, or registered assigns, the principal sum of __________ Dollars on June 15, 2003. Interest Payment Dates: June 15 and December 15.

CERTIFICATE OF TRANSFER. Re: 10 1/4% Senior Secured Mandatory Conversion Equity Notes due 2003 1999 (the "Notes") of Trans World Airlines, Inc. (the "Company") This Certificate relates to Notes held in definitive form by ___________ (the "Transferor"). The Transferor has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act of 1933 (the "Securities Act"), because:* |_| Such Note is being transferred to the Company. |_| Such Note is being transferred pursuant to an effective Registration Statement under the Securities Act. |_| Such Note is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. |_| Such Note is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Note is being transferred to an Institutional "Accredited Investor" within the meaning of Subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. |_| Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. The Registrar and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. _________________________________ [INSERT NAME OF TRANSFEROR] By:______________________________ Date:______________________________ ___________________________________ * Please check applicable box. EXHIBIT 2 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [*/] [**/] No. CUSIP No. $ 10 1/4% Senior Secured Note due 2003 TRANS WORLD AIRLINES, INC., a Delaware corporation promises to pay to __________, or registered assigns, the principal sum of __________ Dollars on June 15, 2003. Interest Payment Dates: June 15 and December 15.

CERTIFICATE OF TRANSFER. Re: 10 1/4% Senior Secured Mandatory Conversion Equity Notes due 2003 1999 (the "Notes") of Trans World Airlines, Inc. (the "Company") This Certificate relates to Notes held in definitive form by ___________ (the "Transferor"). The Transferor has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act of 1933 (the "Securities Act"), because:* |_| Such Note is being transferred to the Company. |_| Such Note is being transferred pursuant to an effective Registration Statement under the Securities Act. |_| Such Note is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. |_| Such Note is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Note is being transferred to an Institutional "Accredited Investor" within the meaning of Subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. |_| Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. The Registrar and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ____________________________ [INSERT NAME OF TRANSFEROR] By:________________________ Date:_____________________________ __________________________________ * Please check applicable box. EXHIBIT 2 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF EXCHANGE B ================================================================= AIRCRAFT SECOND MORTGAGE AND SECURITY OR PRIVATE EXCHANGE SECURITY] [*/] [**/] No. CUSIP No. $ 10 1/4% Senior Secured Note due 2003 AGREEMENT Dated as of June 16, 1998 Between TRANS WORLD AIRLINES, INC., a Delaware corporation promises to pay to __________as Mortgagor and FIRST SECURITY BANK, or registered assignsNATIONAL ASSOCIATION, the principal sum of __________ Dollars on June 15as Trustee, 2003as Mortgagee ================================================================= Covering Boeing Model 767-231 ETOPS Aircraft TABLE OF CONTENTS Page 1. Interest Payment Dates: June 15 and December 15.DEFINITIONS ........................................... 1 1.1 Definitions ...................................... 1

CERTIFICATE OF TRANSFER. Re: 10 1/4% Senior Secured Mandatory Conversion Equity Notes due 2003 1999 (the "Notes") of Trans World Airlines, Inc. (the "Company") This Certificate relates to Notes held in definitive form by ___________ (the "Transferor"). The Transferor has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act of 1933 (the "Securities Act"), because:* |_| [ ] Such Note is being transferred to the Company. |_| [ ] Such Note is being transferred pursuant to an effective Registration Statement under the Securities Act. |_| [ ] Such Note is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. |_| [ ] Such Note is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. |_| [ ] Such Note is being transferred to an Institutional "Accredited Investor" within the meaning of Subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. |_| [ ] Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. The Registrar and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ___________________________________________ [INSERT NAME OF TRANSFEROR] By:________________________________________ Date:_____________________________ __________________________________ * Please check applicable box. EXHIBIT 2 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [*/] [**/] No. CUSIP No. $ 10 1/4% Senior Secured Note due 2003 TRANS WORLD AIRLINES, INC., a Delaware corporation promises to pay to __________, or registered assigns, the principal sum of __________ Dollars on June 15, 2003. Interest Payment Dates: June 15 and December 15.