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EXHIBIT 10.91
AMR FINANCE, INC.
0000 Xxxx Xxxxxx Xxxxxxxxx
Mail Drop 5618
Xxxx Xxxxx, Xxxxx 00000
January 11, 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 (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
Dear Xxxx:
This letter is to evidence our agreement that Section 2.9(b)
of the Credit Agreement is hereby amended, in accordance with the
Interim Order, to read as follows:
"(b) Arrangement Fees. The Borrower agrees to pay to the
Administrative Agent an arrangement fee equal to 4.0% of the
Commitments (the "Arrangement Fee"), payable incrementally on the date
of the funding of each Borrowing; provided, however, the Arrangement
Fee shall only be payable on that portion of such Borrowing equal to
the amount (if any ) by which (i) the total outstanding amount of the
Loans (after giving effect to the Borrowing) on the date of such
Borrowing, exceeds (ii) the maximum amount of the Loans outstanding on
any date prior to the date of such Borrowing."
If the terms hereof accurately reflect your understanding of
our agreement and the Interim Order, please acknowledge this letter by signing
below, and return the same to me.
AMR Finance, Inc.
By:
--------------------------------
Name:
------------------------------
Title:
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Trans World Airlines, Inc.
January 11, 2001
Page 2
Acknowledged and Accepted
this 11th day of January, 2001:
TRANS WORLD AIRLINES, INC., AMBASSADOR FUEL CORPORATION,
as Borrower as a Guarantor
By: By:
------------------------------------ ----------------------------
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, as a Guarantor INC., as a Guarantor
By: By:
------------------------------------ ----------------------------
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:
------------------------------------ ----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X.X. Xxxxxxxx
Title: President Title: Secretary
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Trans World Airlines, Inc.
January 11, 2001
Page 3
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 11, 2001
Page 4
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
