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EXHIBIT 10.92
AMR FINANCE, INC.
0000 Xxxx Xxxxxx Xxxxxxxxx
Mail Drop 5618
Xxxx Xxxxx, Xxxxx 00000
January 26, 2001
Trans World Airlines, Inc.
One City Centre
000 Xxxxx 0xx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Re: Secured Debtor in Possession Credit and Security Agreement
dated as of January 10, 2001 (as amended from time to time,
the "Credit Agreement") among Trans World Airlines, Inc., as
borrower, certain of its subsidiaries, as guarantors, the
Lenders from time to time party thereto and AMR Finance,
Inc., as Administrative Agent. Terms used herein but not
defined herein shall have the meanings set forth in the
Credit Agreement.
Dear Xxxx:
This letter is to evidence our agreement as to the following:
1. The last sentence of Section 2.2(a) of the Credit Agreement
is hereby deleted in its entirety and the following inserted in lieu thereof:
"The Borrower may not request more than one Borrowing per
Business Day."
2. The Borrower transferred and sold Receivables to
Constellation on January 10, 11, 12, 15 and 16, 2001, and in exchange therefore,
received cash in an amount equal to approximately $30,000,000 (the
"Transaction"). The Lenders hereby waive any Default or Event of Default arising
solely from the consummation of the Transaction; provided, however, such
transferred Receivables shall not be included as "Receivables" or "Eligible
Receivables" for purposes of calculating the Borrowing Base.
3. The following sentence is hereby added as the last sentence
to Section 6.1(a) of the Credit Agreement:
"Notwithstanding the foregoing and with respect to the monthly
financial information of the Borrower and it Subsidiaries for the fiscal month
ended December 31, 2000 only, the Borrower shall be permitted to deliver such
information to the Administrative Agent no later than February 15, 2001."
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Trans World Airlines, Inc.
January 26, 2001
Page 2
4. Section 7.11(b) of the Credit Agreement is hereby deleted
in its entirety and following inserted in lieu thereof:
"(b) as soon as possible (but in any event not later than
thirty (30) days) following the occurrence of the AR Termination Date,
(x) cause the Limited Liability Company Agreement of Constellation,
dated as of December 22, 1997, to be amended to delete Sections 10.1
through and including 10.6 (concerning transfers of Membership
interests) thereof and to amend or delete, at the direction of the
Administrative Agent, any other provision of Constellation's
Constituent Documents to permit Constellation to become a Guarantor and
Grantor hereunder and to pledge its assets to the Administrative Agent,
(y) take all actions as the Administrative Agent may request to
evidence the Borrower's pledge of its interest in Constellation to the
Administrative Agent, and (z) cause Constellation to become a Guarantor
and a Grantor hereunder and in connection therewith, grant to the
Administrative Agent, for the benefit of the Lenders, a security
interest in all of Constellation's assets, and"
If the terms hereof accurately reflect your understanding of
our agreement, please acknowledge this letter by signing below, and return the
same to me. This Letter Agreement is executed as of the date written above and
will be effective for all purposes as of January 10, 2001.
AMR Finance, Inc.
By:
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Name:
-----------------------------
Title:
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Trans World Airlines, Inc.
January 26, 2001
Page 3
Acknowledged and Accepted
this 26th day of January, 2001:
TRANS WORLD AIRLINES, INC., AMBASSADOR FUEL CORPORATION,
as Borrower as a Guarantor
By: By:
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive Title: President
Officer
MEGA ADVERTISING, INC., XXXXXXXXX 000XX XXXXXX
as a Guarantor CORPORATION, as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Secretary
THE TWA AMBASSADOR CLUB, INC., TRANS WORLD COMPUTER SERVICES,
INC., as a Guarantor as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Secretary
TRANSCONTINENTAL & WESTERN AIR, TWA AVIATION, INC.,
INC., as a Guarantor as a Guarantor
By: By:
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: President Title: Secretary
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Trans World Airlines, Inc.
January 26, 2001
Page 4
TWA GROUP, INC., TWA STANDARDS & CONTROLS, INC.,
as a Guarantor as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Assistant Secretary
OZARK GROUP, INC., TWA NIPPON, INC.,
as a Guarantor as a Guarantor
By: By:
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Name: Xxxxxxx Xxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: President Title: Secretary
TWA EMPLOYEE SERVICES, INC., TWA GETAWAY VACATIONS, INC.,
as a Guarantor as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Assistant Secretary
TRANS WORLD EXPRESS, INC., INTERNATIONAL AVIATION
SECURITY, as a Guarantor INC., as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Secretary
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Trans World Airlines, Inc.
January 26, 2001
Page 5
GETAWAY MANAGEMENT SERVICES, THE GETAWAY GROUP (UK), INC.,
INC., as a Guarantor as a Guarantor
By: By:
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Name: Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: Secretary Title: Secretary
