Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 213 1.36M
Business-Combination Transaction
2: EX-4.21 Indenture Dated 12/09/97 254 1.01M
3: EX-4.23 Reg. Rights Agreement Dated 12/09/97 24 102K
4: EX-4.24 Sale and Servicing Agreeement 55 228K
5: EX-5 Opinion of Davis Polk & Wardwell 2 10K
6: EX-10.46.1 Pledge & Security Agreement 48 193K
7: EX-10.46.2 Acquired Slot Trust Agreement 46 156K
8: EX-10.46.3 Master License Agreement 19 65K
9: EX-10.46.4 Collateral Pledge & Security Agreement 16 68K
10: EX-12 Computation of Ratio of Earnings 2± 16K
11: EX-23.1 Consent of Kpmg Peat Warwick 1 9K
12: EX-24 Powers of Attorney 12 34K
13: EX-25 Form T-1 18 66K
14: EX-99.1 Letter of Transmittal 13 38K
15: EX-99.2 Notice of Guaranteed Delivery 3 12K
16: EX-99.3 Offer to Exchange 3 11K
17: EX-99.4 Client Letter 2 11K
18: EX-99.5 Letter to Reg. Holders and Dtc 3 12K
EXHIBIT 10.46.2
[CONFORMED COPY]
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ACQUIRED SLOT TRUST AGREEMENT
DECLARATION OF TRUST
DATED AS OF DECEMBER 9, 1997
BY AND BETWEEN
TRANS WORLD AIRLINES, INC.
AND
FIRST SECURITY BANK, NATIONAL ASSOCIATION
AS
SLOT TRUSTEE
11 1/2% SENIOR SECURED NOTES DUE 2004
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TABLE OF CONTENTS
[Download Table]
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE....................... 2
Section 1.01. Definitions............................................. 2
Section 1.02. Rules of Construction................................... 2
ARTICLE 2 NAME............................................................... 2
Section 2.01. Name.................................................... 2
ARTICLE 3 PURPOSE OF SLOT TRUST............................................ 2
Section 3.01. Purpose................................................. 2
ARTICLE 4 CONVEYANCE OF SLOTS, ORIGINAL ISSUANCE OF CERTIFICATE............ 2
Section 4.01. Holding and Conveyance of Slots......................... 2
Section 4.02. Aby Slot Trustee........................................ 3
Section 4.03. Execution of Beneficial Interest Certificate............ 3
ARTICLE 5 OWNERSHIP AND TRANSFER OF SLOT TRUST ASSETS...................... 3
Section 5.01. Ownership of Slot Trust Assets.......................... 3
Section 5.02. Transfer of Slot Trust Assets........................... 4
ARTICLE 6 BENEFICIAL INTEREST IN THE SLOT TRUST............................ 4
Section 6.01. Ownership of Beneficial Interest........................ 4
Section 6.02. Transfer of Beneficial Interest......................... 4
ARTICLE 7 THE SLOT TRUSTEE................................................. 5
Section 7.01. Management of the Slot Trust............................ 5
Section 7.02. Powers.................................................. 5
Section 7.03. Principal Transactions.................................. 6
Section 7.04. Service in Other Capacities............................. 6
Section 7.05. Resignation and Removal of Slot Trustee................. 6
Section 7.06. Successor Slot Trustee.................................. 6
ARTICLE 8 LIMITATION OF LIABILITY AND INDEMNIFICATION....................... 6
Section 8.01. Limitation of Slot Trustee Liability.................... 6
Section 8.02. Indemnification of Slot Trustee......................... 7
Section 8.03. Duties of Slot Trustee.................................. 7
Section 8.04. Rights of Slot Trustee.................................. 8
ARTICLE 9 VOTING POWERS OF HOLDER OF RECORD OF BENEFICIAL INTEREST......... 9
Section 9.01. No Voting Power......................................... 9
ARTICLE 10 MISCELLANEOUS.................................................... 9
(i)
[Download Table]
Section 10.01. Slot Trust Expenses, Etc................................ 9
Section 10.02. Term of Slot Trust; Filing of Copies.................... 9
Section 10.03. Discharge of Slot Trustee; Termination of
Slot Trust.............................................. 9
Section 10.04. Amendment Procedure..................................... 10
Section 10.05. References to Slot Trust and Slot Trustee............... 10
Section 10.06 Notices; Waivers........................................ 10
Section 10.07. Amendments, Etc......................................... 11
Section 10.08. No Waiver; Remedies..................................... 11
Section 10.09. Conflict with Trust Indenture Act of 1939............... 12
Section 10.10. Holidays................................................ 12
Section 10.11. Successors and Assigns.................................. 12
Section 10.12 Governing Law; Waiver of Jury Trial..................... 12
Section 10.13. Indemnification......................................... 12
Section 10.14. Effect of Headings...................................... 13
Section 10.15. No Adverse Interpretation of Other Agreement............ 13
Section 10.16. No Recourse Against Others.............................. 13
Section 10.17. Counterpart Originals................................... 13
Section 10.18. Severability............................................ 13
Section 10.19 Benefits of Agreement Restricted........................ 13
Section 10.20. Survival Provisions..................................... 13
SIGNATURE PAGE.......................................................... 14
Schedule I - Acquired Slots........................................... I-1
Schedule II - Prior Third Party Licenses.............................. II-1
Exhibit A - Form of Deed of Conveyance......................... A-1 to A3
Exhibit B - Form of Beneficial Interest Certificate and
Power.............................................. B-1 to B3
Exhibit C - Form of Master Sub-License Agreement............. C-1 to C-15
Exhibit 1 - Form of Monthly Report to Slot Trustee.................. C-16
Exhibit 2 - Instruction to Transfer Operator Status................. C-17
Schedule 1 - Slot Release Schedule................................... C-18
(ii)
ACQUIRED SLOT TRUST AGREEMENT
DECLARATION OF TRUST
DATED AS OF DECEMBER 9, 1997
DECLARATION OF TRUST (together with all amendments and supplements hereto,
this "Agreement"), made as of December 9, 1997, executed by TRANS WORLD
AIRLINES, INC., a Delaware corporation, having an office at 515 N. 6th Street,
St. Louis, Missouri 63101 (herein, together with its successors and assigns,
"TWA"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States, having an office at
79 South Main Street, Salt Lake City, Utah 84111, as trustee (or its successor
in interest or any successor trustee appointed as hereinafter provided and its
assigns, the "Slot Trustee");
R E C I T A L S:
WHEREAS, TWA has duly authorized the issuance of $140,000,000 aggregate
principal amount outstanding of its 11 1/2% Senior Secured Notes due 2004
pursuant to an Indenture (together with all amendments, modifications and
supplements thereto, the "Indenture") dated as of December 9, 1997 between TWA
and First Security Bank, National Association (the "Trustee"); and
WHEREAS, the Indenture requires TWA to establish the Slot Trust for the
purpose of holding the Acquired Slots described in Schedule I for the benefit of
the Holders of the Securities; and
WHEREAS, this Agreement establishes the Slot Trust for the purpose of
holding the Acquired Slots for the benefit of Holders of the Securities (as
defined in the Definitions Appendix described below); and
WHEREAS, as a result of the foregoing, pursuant to the terms of the
Indenture and in order to secure the due and punctual payment, performance and
observance in full of the Obligations (as defined in the Definitions Appendix),
the Beneficial Interest and the Beneficial Interest Certificate, among other
things, will be pledged to the Collateral Agent pursuant to the Pledge Agreement
for the equal and ratable benefit of the Holders of the Securities; and
WHEREAS, TWA has duly authorized the execution and delivery of this
Agreement.
NOW, THEREFORE, both parties agree as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities:
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions. Capitalized terms used and not otherwise
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defined herein shall have the meanings ascribed to such terms in Section 1 of
the Definitions Appendix attached to the Indenture as Appendix I, which shall be
a part of this Acquired Slot Trust Agreement as if fully set forth in this
place.
Section 1.02. Rules of Construction. The rules of construction for
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this Acquired Slot Trust Agreement are set forth in Section 2 of the Definitions
Appendix.
ARTICLE 2. NAME
Section 2.01. Name. The Slot Trust established by this Agreement shall
----
be known as the ACQUIRED SLOT TRUST NO. 2 (together with all amendments and
supplements hereto, the "Slot Trust").
ARTICLE 3. PURPOSE OF SLOT TRUST
Section 3.01. Purpose. The purpose for which the Slot Trust has been
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formed is (i) to acquire and hold, for the benefit of the holder of the
Beneficial Interest and the Beneficial Interest Certificate, the Acquired Slots
assigned, transferred and conveyed to the Slot Trust pursuant to the Deed of
Conveyance, dated as of December 9, 1997, delivered by TWA to the Slot Trustee
in substantially the form attached as Exhibit A hereto (the "Deed of
Conveyance"), and subsequent deeds of conveyance substantially similar in form
and substance to the Deed of Conveyance (each a "Subsequent Deed of Conveyance")
pursuant to which TWA has transferred and may transfer Slots to the Slot Trust,
the pledge of the Beneficial Interest therein to serve as security for the
payment and performance of the Obligations, and (ii) to transfer such Acquired
Slots, all in accordance with the terms and conditions set forth in this
Agreement, the Master Sub-License Agreement and the Indenture.
ARTICLE 4. CONVEYANCE OF SLOTS, ORIGINAL ISSUANCE OF
CERTIFICATE
Section 4.01. Holding and Conveyance of Slots. TWA by the execution and
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delivery hereof, confirms that pursuant to the Deed of Conveyance, it is
assigning, transferring and conveying to the Slot Trust the Acquired Slots
described in Schedule I, in each case free and clear of liens, encumbrances and
rights of others (except for (i) Acquired Slots which are subject to the Prior
Third Party Licenses listed in Schedule II hereto, and (ii) Acquired Slots
subject to Slot Trades) and without recourse (such Acquired Slots, together with
all other Slots which may, from time to time, be assigned, transferred and
conveyed to the Slot Trust from TWA pursuant to the Master Sub-License Agreement
or otherwise, but excluding any Acquired Slots which have been released and
assigned, transferred and reconveyed to TWA from the Slot Trust (unless later
reassigned, retransferred and reconveyed to the Slot Trust) pursuant to the
Master Sub-License
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Agreement, herein being collectively referred to as the "Acquired Slots" or the
"Slot Trust Assets"), subject to the terms hereof.
Section 4.02. Acceptance by Slot Trustee. The Slot Trustee acknowledges
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the prior or concurrent assignment, transfer and conveyance to it of the
Acquired Slots referred to in Section 4.01 hereof and declares that it holds and
will hold all Slot Trust Assets received by it hereunder in trust, in accordance
with, and subject to, the terms herein set forth.
Section 4.03. Execution of Beneficial Interest Certificate. The Slot
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Trustee shall execute and record the ownership of the Beneficial Interest
Certificate in accordance with Section 6.01 and deliver it to the Collateral
Agent, whereafter the Beneficial Interest shall be represented by the Beneficial
Interest Certificate, subject to all the terms hereof.
ARTICLE 5. OWNERSHIP AND TRANSFER OF SLOT TRUST ASSETS
Section 5.01. Ownership of Slot Trust Assets. The Slot Trust Assets
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shall be held separate and apart from any assets now or hereafter held in any
capacity other than as trustee hereunder by the Slot Trustee. All the assets of
the Slot Trust shall at all times be considered as vested in the Slot Trustee.
For so long as the Slot Trust Assets are held by the Slot Trust, TWA shall not,
and shall not be deemed to, have ownership in, or any rights of the holder of
record at the FAA with respect to, any Slot Trust Asset or any right of
partition or possession thereof, but TWA or its permitted assignee shall have an
undivided beneficial ownership interest in the entire Slot Trust. It is the
intent hereof that by the Deed of Conveyance, any Subsequent Deed of Conveyance,
this Agreement and the Master Sub-License Agreement, TWA (for all purposes other
than tax purposes) has assigned, transferred and conveyed (or in the case of any
Subsequent Deed of Conveyance, will have assigned, transferred and conveyed) its
entire interest in the Acquired Slots to the Slot Trust subject to no Liens
except Permitted Collateral Liens, and that TWA can only acquire an interest
therein upon satisfaction of all the Obligations or under the limited
circumstances set forth in Article 6 of the Master Sub-License Agreement. If,
notwithstanding TWA's failure to satisfy all the Obligations or comply with said
Article 6, it is held or determined that any present or future right or interest
in any Acquired Slot does so exist in TWA by contingent right of reverter,
expectancy or otherwise, TWA agrees that such holding or determination is
contrary to the intent hereof and that it has no right to, and shall not,
transfer or otherwise place any Lien upon such interest or make any agreement or
understanding to do so unless and until all the Obligations have been satisfied
or such Acquired Slot shall have ceased to be an Acquired Slot for all purposes
hereof and of the Master Sub-License Agreement.
Section 5.02. Transfer of Slot Trust Assets. Except as provided in the
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Master Sub-License Agreement, including Section 6.02 thereof, until such time as
the Slot Trust receives notice from the Indenture Trustee that (i) TWA has
satisfied all of its Obligations or (ii) acceleration of TWA's obligations under
the Securities has occurred, the Slot Trust shall not transfer any of the Slot
Trust Assets. Upon receipt of notice from the Indenture Trustee that no Event of
Default exists and TWA has satisfied all of the Obligations, the Slot Trustee
shall, subject to the provisions of Section 9.02 of the Master Sub-License
Agreement, and except as otherwise provided in Section 9.02 thereof, reassign,
retransfer and reconvey to TWA or its
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designee by deed of conveyance, without recourse, representation or warranty,
all of the Acquired Slots then held as Slot Trust Assets. Upon receipt of notice
from the Indenture Trustee that acceleration of TWA's obligations under the
Securities has occurred, the Slot Trust, upon direction from the Indenture
Trustee, shall take all such actions as are appropriate and necessary, in the
exercise of its sole and exclusive discretion, to protect the interests of the
Holders of the Securities, including without limitation, to deny TWA use of the
Acquired Slots (the Master Sub-License Agreement having terminated), to cause or
allow the termination of, enforce attornment obligations under or otherwise deal
with Third-Party Licenses and to transfer by deed of conveyance without
recourse, representation or warranty any or all of the Acquired Slots.
Notwithstanding the foregoing, if the Slot Trust or the Slot Trustee (in
its capacity as Slot Trustee) receives any Property other than Slot Trust Assets
(including, without limitation, cash and/or Investment Securities) such Property
shall be immediately delivered to the Collateral Agent.
ARTICLE 6. BENEFICIAL INTEREST IN THE SLOT TRUST
Section 6.01. Ownership of Beneficial Interest. TWA shall be the holder
--------------------------------
of record of the Beneficial Interest Certificate; provided however that upon
acceleration of the Securities in accordance with the Indenture, the Collateral
Agent may at any time in its discretion and without notice to TWA request that
the Slot Trustee transfer to or register in its name the Beneficial Interest
Certificate, and thereupon shall become holder of record of such certificate.
The ownership of the Beneficial Interest and the Beneficial Interest Certificate
shall be recorded by the Slot Trustee on the books of the Slot Trust. The record
books of the Slot Trust shall be conclusive as to who is the holder of record of
the Beneficial Interest and the Beneficial Interest Certificate.
Section 6.02. Transfer of Beneficial Interest. So long as TWA is
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recorded on the books of the Slot Trust as the holder of record of the
Beneficial Interest and the Beneficial Interest Certificate, TWA shall not
transfer or assign the Beneficial Interest and/or the Beneficial Interest
Certificate to any Person, except that TWA may pledge, transfer or assign the
Beneficial Interest and the Beneficial Interest Certificate to the Collateral
Agent under the Pledge Agreement and to no other Person. At such time as the
Collateral Agent becomes the holder of record of the Beneficial Interest and the
Beneficial Interest Certificate, the Beneficial Interest and the Beneficial
Interest Certificate shall be fully transferable and assignable. Any assignment
of the Beneficial Interest or Beneficial Interest Certificate in violation of
this Agreement shall be null and void ab initio.
ARTICLE 7. THE SLOT TRUSTEE
Section 7.01. Management of the Slot Trust. The business and affairs of
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the Slot Trust shall be managed by the Slot Trustee, and the Trustee shall have
all powers granted to it pursuant to applicable law and under this Agreement.
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Section 7.02. Powers. The Slot Trustee in all instances shall carry out
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its duties under this Agreement without interference by TWA. The Slot Trustee
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments necessary in connection with its
duties under this Agreement. In addition to the powers granted to the Slot
Trustee pursuant to applicable law and subject to any applicable limitation in
this Agreement, the Slot Trustee shall have power and authority:
(a) To enter into and perform on behalf of the Slot Trust the
Master Sub-License Agreement, under substantially the terms and
conditions set forth in the form of such agreement attached as Exhibit
C hereto;
(b) To hold on behalf of the Slot Trust the Acquired Slots
assigned, transferred and conveyed to the Slot Trust from TWA pursuant
to the Deed of Conveyance or any Subsequent Deed of Conveyance from
TWA;
(c) To cancel, terminate and declare null and void the Master
Sub- License Agreement pursuant to the terms of such agreement;
(d) After acceleration of TWA's obligations under the Securities
in accordance with the Indenture (i) to take such actions as are
appropriate and necessary in the exercise of its sole and exclusive
discretion, to enter into, cause or allow the termination of, enforce
attornment obligations under or otherwise deal with sublicenses and
Third-Party Licenses and (ii) to assign, transfer and convey by deed
of conveyance, without recourse, representation or warranty, any or
all of the Acquired Slots, upon direction of the Indenture Trustee;
(e) To transfer to the Collateral Agent any property other than
Slot Trust Assets (including, without limitation, cash and/or
Investment Securities) delivered to it; and
(f) To reassign, retransfer and reconvey by deed of conveyance
without recourse, representation or warranty (except as otherwise
provided in Section 9.02 of the Master Sub-License Agreement) to TWA
the Acquired Slots held as Slot Trust Assets, upon receipt of notice
from the Indenture Trustee of satisfaction by TWA of all its
Obligations or under certain circumstances with respect to certain
Acquired Slots as set forth in the Master Sub-License Agreement.
Section 7.03. Principal Transactions. The Slot Trustee shall not on
----------------------
behalf of the Slot Trust, or otherwise, transfer any Slot Trust Assets or any
other property delivered to the Slot Trustee or the Slot Trust from the Slot
Trust or sell or lend any Slot Trust Assets or any other property delivered to
the Slot Trustee or the Slot Trust to any person, except as set forth in
Sections 5.02 and 7.02 hereof.
Section 7.04. Service in Other Capacities. The Slot Trustee may serve in
---------------------------
any other capacity on its own behalf or on behalf of others (and must serve as
Indenture Trustee and as
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Collateral Agent), and may engage in such other business activities in addition
to its services on behalf of the Slot Trust as may be desirable and permissible
under any applicable law. The Slot Trustee agrees to, and shall have the
benefit of, all provisions of the Indenture and the Operative Documents stated
therein to be agreements of or applicable to the Slot Trustee.
Section 7.05. Resignation and Removal of Slot Trustee. The Slot Trustee
---------------------------------------
may resign or be removed and a successor Slot Trustee appointed in accordance
with the terms of Section 7.8 of the Indenture; provided, however, that upon the
occurrence of an Event of Default, the Slot Trustee shall, if required under
applicable law to preserve the existence of the Slot Trust, resign and/or
appoint a successor individual trustee who shall be an individual person and
shall for all purposes be the Slot Trustee hereunder.
Section 7.06. Successor Slot Trustee. Any successor Slot Trustee
----------------------
appointed as provided in Section 7.05 hereof or which became a successor Slot
Trustee in accordance with Section 7.8 of the Indenture shall execute,
acknowledge and deliver to TWA and to its predecessor Slot Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Slot Trustee shall become effective, and such successor Slot
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Slot Trustee herein. The
predecessor Slot Trustee shall deliver to the successor Slot Trustee all
documents and statements held by it hereunder, and TWA and the predecessor Slot
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully, and certainty in, vesting and
confirming in the successor Slot Trustee all such rights, powers, duties and
obligations.
ARTICLE 8. LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.01. Limitation of Slot Trustee Liability. Every act or thing
------------------------------------
done or omitted, and every power exercised or obligation incurred by the Slot
Trustee in the administration of the Slot Trust or in connection with any
business, property or concerns of the Slot Trust, whether ostensibly in its own
name or in its capacity as Slot Trustee, shall be done, omitted, exercised or
incurred by it as Slot Trustee; and every person contracting or dealing with the
Slot Trustee or having any debt, claim or judgment against it shall look only to
TWA for payment or satisfaction; and the Slot Trustee shall not be personally
liable for or on account of any contract, debt, tort, claim, damage, judgment or
decree arising out of or connected with the administration or preservation of
the Slot Trust Assets or the conduct of any business of the Slot Trust.
Except as provided in Section 9.01 of the Master Sub-License Agreement, the
Slot Trustee does not make and shall not be deemed to have made any
representation or warranty, expressed or implied, as to the title,
merchantability, compliance with specifications, condition, design, operation,
fitness for use or for a particular purpose, or any other representation or
warranty whatsoever, expressed or implied, with respect to the Slot Trust
Assets.
The Slot Trustee shall not be subject to any personal liability whatsoever
to any person for any action or failure to act (including, without limitation,
the failure to compel in any way any
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former or acting Slot Trustee to redress any breach of trust) and all Persons
shall look solely to TWA for satisfaction of claims of any nature arising in
connection with the affairs of the Slot Trust, except for the Slot Trustee's own
bad faith or negligence.
Section 8.02. Indemnification of Slot Trustee. TWA shall indemnify and
-------------------------------
hold harmless the Slot Trustee to the same extent provided for the Indenture
Trustee under Section 7.7 of the Indenture, and the Slot Trustee shall have
those rights set forth in such Section 7.7 for the Indenture Trustee.
Section 8.03. Duties of Slot Trustee. If an Event of Default has
----------------------
occurred and is continuing, the Slot Trustee shall exercise such of the rights
and powers vested in it by this Agreement and use the same degree of care and
skill in such exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.
Except during the continuance of an Event of Default:
(a) The Slot Trustee need perform only those duties as specifically
set forth in this Agreement and no others.
(b) In the absence of bad faith on its part, the Slot Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Slot Trustee and conforming to the requirements of this Agreement.
However, the Slot Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Agreement.
(c) The Slot Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:
(i) This paragraph (c) does not limit the effect of paragraph
(b) of this Section 8.03 or of Section 8.04 hereof;
(ii) The Slot Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer, unless it is proved
that the Slot Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Slot Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.02 hereof; and
(iv) The Slot Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.
(d) Every provision of this Agreement that in any way relates to the
Slot Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
8.03.
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(i) Except as specifically set forth herein, in the Master Sub-
License Agreement or in the Pledge Agreement, the Slot Trustee shall have
no duty (i) to perform any recording or filing in connection with the Slot
Trust Assets, (ii) to see to the payment or discharge of any tax,
assessment or other governmental charge or any lien owing with respect to,
or assessed or levied against, any part of the Slot Trust Assets, or (iii)
to take any other actions in connection with the use, operation, management
or maintenance of the Slot Trust Assets.
Section 8.04. Rights of Slot Trustee. (a) The Slot Trustee may rely on
----------------------
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Slot Trustee need not investigate any fact or matter
stated in any such document.
(b) Before the Slot Trustee acts or refrains from acting, it may
require an Opinion of Counsel, satisfactory to the Slot Trustee in its
reasonable discretion, which shall conform to Section 11.5 of the
Indenture. The Slot Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such certificate or opinion.
(c) The Slot Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent
appointed with due care.
(d) The Slot Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within
its rights or powers. The Slot Trustee shall have the right at any time to
seek instruction concerning the administration of this Agreement or the
trust created thereby from any court of competent jurisdiction.
(e) The Slot Trustee may consult with counsel and the advice or
opinion of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.
ARTICLE 9. VOTING POWERS OF HOLDER OF RECORD OF BENEFICIAL INTEREST
Section 9.01. No Voting Power. So long as TWA is the holder of record of
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the Beneficial Interest and the Beneficial Interest Certificate, TWA shall have
no voting power with respect to any matter relating to the Slot Trust, unless,
and only to the extent, required by law, which vote shall be exercised by the
Collateral Agent. At such time as the Collateral Agent becomes the holder of
record of the Beneficial Interest and the Beneficial Interest Certificate, the
Collateral Agent shall have all voting power with respect to any and all matters
relating to the Slot Trust, including, without limitation, the dissolution of
the Slot Trust, any direction to the Slot Trustee to make distributions, in kind
or otherwise, or any direction to the Slot Trustee to sell, lease or otherwise
dispose of the Slot Trust Assets; provided these powers are not in derogation of
any powers or rights exercisable by the Slot Trustee under Section 7.02.
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ARTICLE 10. MISCELLANEOUS
Section 10.01. Slot Trust Expenses, Etc. TWA shall pay all reasonable
------------------------
expenses and disbursements of the Slot Trust and the Slot Trustee, including,
without limitation, taxes (to the extent provided in Section 4.02 of the Pledge
Agreement), fees and commissions of every kind incurred in connection with the
activities of the Slot Trust; expenses of registering and qualifying the Slot
Trust and the Beneficial Interest under Federal and State laws and regulations,
legal expenses, and such non-recurring items as may arise, including litigation
to which the Slot Trust or the Slot Trustee is a party, and for all losses and
liabilities incurred in administering the Slot Trust.
Section 10.02. Term of Slot Trust; Filing of Copies. The term of the
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Slot Trust shall be from the date of this Agreement to and including such time
as all of the Slot Trust Assets have been assigned, transferred and conveyed
pursuant to the terms set forth herein. The original or a copy of this
instrument and of each Declaration of Trust supplemental hereto shall be kept at
the office of the Slot Trustee.
Section 10.03. Discharge of Slot Trustee; Termination of Slot Trust.
----------------------------------------------------
Upon completion of the assignment, transfer and conveyance of the Slot Trust
Assets pursuant to the terms set forth herein, the Slot Trustee shall be
discharged of any and all further liabilities and duties hereunder and this Slot
Trust and the right, title and interest of all parties hereto shall be canceled
and discharged.
Section 10.04. Amendment Procedure. (a) Except as provided in Section
-------------------
10.04(b) hereof and subject to Section 4.11 of the Indenture and Article 9 of
the Indenture, this Agreement may be amended by TWA and the Slot Trustee only
with the affirmative vote of the Required Holders; provided, however, that the
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affirmative vote of each Holder shall be required to amend this Section 10.04.
(b) TWA and the Slot Trustee may also amend this Agreement without
the vote of the Holders of the Securities if such parties each deem it
necessary to cure any ambiguity, defect or inconsistency or conform the
Slot Trust and/or this Agreement to the requirements of applicable laws, so
long as such amendment or amendments do not have a material adverse effect
on the interests of the Holders, but the Slot Trustee shall not be liable
for failing so to do.
(c) Notwithstanding the foregoing, nothing contained in this
Agreement shall permit any amendment of this Agreement which would impair
the exemption from personal liability of the Slot Trustee.
Section 10.05. References to Slot Trust and Slot Trustee. All references
-----------------------------------------
in this Agreement and all other Operative Documents to the Slot Trust or the
Slot Trustee shall be to both the Slot Trust and the Slot Trustee unless such a
reference would render the provision in which it is contained meaningless or
ambiguous.
9
Section 10.06. Notices; Waivers. Any request, demand, authorization,
----------------
direction, notice, consent, waiver or other document provided or permitted by
this Agreement to be made upon, given or furnished to, or filed with
(a) TWA shall be sufficient for every purpose hereunder if in writing
(including telecopied communications) and made, given, furnished or filed
by personal delivery or mailed by first-class mail, or by a nationally
recognized overnight courier, postage or courier charges, as the case may
be, prepaid, to TWA at:
Trans World Airlines, Inc.
One City Centre
515 N. 6th Street
St. Louis, Missouri 63101
Attention: Senior Vice President & General Counsel
Telecopier No.: (314) 589-3267
(b) the Slot Trustee shall be sufficient for every purpose hereunder
if in writing (including telecopied communications) and made, given,
furnished or filed by personal delivery or mailed by registered or
certified mail, or by a nationally recognized overnight courier, postage or
courier charges, as the case may be, prepaid, to or with the Slot Trustee
at:
First Security Bank, National Association
79 South Main Street
Salt Lake City, Utah 84111
Attention: Corporate Trust Department
Telecopier No.: (801) 246-5528
or to any of the above parties at any other address or telecopier number
subsequently furnished in writing by it to each of the other parties listed
above. An affidavit by any person representing or acting on behalf of TWA or
the Slot Trustee as to such mailing, having any registry receipt required by
this Section attached, shall be conclusive evidence of the giving of such
demand, notice or communication.
Any notice or communication mailed to a Holder shall be mailed to such
Holder by first-class mail or by nationally recognized overnight courier,
postage or courier charges, as the case may be, prepaid, at such Holder's
address as it appears on the Register and shall be sufficiently given to such
Holder if so mailed within the time prescribed.
Failure to mail a notice or send a communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. Notices
to the Slot Trustee or to TWA are deemed given only when received. Where this
Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by
10
the Holders shall be filed with the Slot Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.
Section 10.07. Amendments, Etc. No amendment or waiver of any provision
---------------
of this Agreement nor consent to any departure by TWA therefrom shall in any
event be effective unless the same shall be in writing, approved by the Required
Holders (to the extent required herein or by the Indenture) and signed by the
Slot Trustee, and then any such waiver or consent shall only be effective in the
specific instance and for the specific purpose for which given.
Section 10.08. No Waiver; Remedies. (a) No failure on the part of he
-------------------
Slot Trustee to exercise, and no delay in exercising any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right, or constitute an election precluding any other or further
exercise of any alternative right, of the Slot Trustee, the Collateral Agent or
the Indenture Trustee under the Indenture or any Operative Document. The
remedies herein provided are cumulative, may be exercised singly or
concurrently, and are not exclusive of any remedies provided by law or the
Indenture, the Securities or any of the other Operative Documents.
(b) Failure by the Slot Trustee at any time or times hereafter to
require strict performance by TWA or any other Person of any of the provisions,
warranties, terms or conditions contained herein or in any of the Indenture, the
Securities or any other Operative Documents now or at any time or times
hereafter executed by TWA or any such other Person and delivered to the Slot
Trustee shall not waive, affect or diminish any right the Slot Trustee at any
time or times hereafter to demand strict performance thereof, and such right
shall not be deemed to have been modified or waived by any course of conduct or
knowledge of the Slot Trustee or any agent, officer or employee of the Slot
Trustee.
Section 10.09. Conflict with Trust Indenture Act of 1939. If and to the
-----------------------------------------
extent any provision of this Agreement limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the TIA, such imposed
duties shall control.
Section 10.10. Holidays. In the event that any date for the payment of
--------
any amount due hereunder shall not be a Business Day, such payments
(notwithstanding any other provision of this Agreement) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the due date, and no interest shall accrue for the
period from such due date to and including the next succeeding Business Day.
Section 10.11. Successors and Assigns. This Agreement and all
----------------------
obligations of TWA hereunder shall be binding upon the successors and permitted
assigns of TWA and shall, together with the rights and remedies of the Slot
Trustee hereunder, inure to the benefit of the Slot Trustee, the Holders, and
their respective successors and assigns. TWA and the Slot Trustee understand
and agree that the interest of TWA under this Agreement is not assignable and
that any attempt to assign all or any portion of this Agreement by TWA shall be
null and void except for an assignment in connection with a merger,
consolidation or sale of substantially all TWA's assets permitted under the
Indenture.
11
Section 10.12. Governing Law; Waiver of Jury Trial.
-----------------------------------
(a) The laws of the State of New York shall govern this Agreement
without regard to principles of conflict of laws.
(b) TWA and the Slot Trustee each waive any right to have a jury
participate in resolving any dispute, whether sounding in contract, tort, or
otherwise arising out of, connected with, related to or incidental to the
relationship established between them in connection with this Agreement.
Instead, any disputes resolved in court will be resolved in a bench trial
without a jury.
Section 10.13. Indemnification. TWA agrees to pay, and to save the Slot
---------------
Trustee harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all excise, sales or other similar taxes which
may be payable or determined to be payable in connection with any of the
transactions contemplated by this Agreement.
Section 10.14. Effect of Headings. The Article and Section headings and
------------------
the Table of Contents contained in this Agreement have been inserted for
convenience of reference only, and are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of this Agreement.
Section 10.15. No Adverse Interpretation of Other Agreement. This
--------------------------------------------
Agreement may not be used to interpret any security agreement of TWA or any of
its Subsidiaries which is unrelated to the Indenture, the Securities or the
other Operative Documents. Any such security agreement may not be used to
interpret this Agreement.
Section 10.16. No Recourse Against Others. A director, officer, employee
--------------------------
or stockholder, as such, of TWA shall not have any liability for any obligations
of TWA under this Agreement or for any claim based on, in respect of or by
reason of such obligations or its creation.
Section 10.17. Counterpart Originals. This Agreement may be signed in
---------------------
two or more counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same agreement.
Section 10.18. Severability. The provisions of this Agreement are
------------
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction, and a Holder shall have no claim therefor against
any party hereto.
Section 10.19. Benefits of Agreement Restricted. Subject to the
--------------------------------
provisions of Section 10.11 hereof, nothing in this Agreement, express or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto and their successors and the Holders, any legal or
equitable right, remedy or claim under or in respect of this Agreement or
12
under any covenant, condition, or provision herein contained, all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and their successors and of the Holders.
Section 10.20. Survival Provisions. Notwithstanding any right of the
-------------------
Collateral Agent, the Initial Purchasers or any of the Holders to investigate
the affairs of TWA, and notwithstanding any knowledge of facts determined or
determinable by any of them pursuant to such investigation or right of
investigation, all representations, warranties and covenants of TWA contained
herein shall survive the execution and delivery of this Agreement, and shall
terminate only upon the termination of this Agreement.
13
IN WITNESS WHEREOF, the parties have caused this Acquired Slot Trust
Agreement to be duly executed, all as of the date first above written.
TRANS WORLD AIRLINES, INC.
By: /s/ Michael J. Lichty
-----------------------------------
Name: Michael J. Lichty
Title: Vice President
Corporate Finance
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Slot Trustee
By: /s/ Nancy M. Dahl
-----------------------------------
Name: Nancy M. Dahl
Title: Vice President
14
SCHEDULE I
TO ACQUIRED SLOT TRUST AGREEMENT
ACQUIRED SLOTS
--------------
The Acquired Slots consist of thirty (30) slots at Washington National
Airport more particularly identified by number, time and frequency as follows:
[Download Table]
Slot Number Slot Time A/D Frequency
DCA A 1521 0700 N DLY
DCA A 1585 0700 N DLY
DCA A 1496 0800 N DLY
DCA A 1051 0900 N DLY
DCA A 1616 1000 N DLY
DCA A 1139 1100 N DLY
DCA A 1272 1200 N DLY
DCA A 1481 1200 N DLY
DCA A 1381 1300 N DLY
DCA A 1420 1300 N DLY
DCA A 1543 1400 N DLY
DCA A 1666 1400 N DLY
DCA A 1208 1500 N DLY
DCA A 1345 1500 N DLY
DCA A 1312 1600 N DLY
DCA A 1460 1600 N DLY
DCA A 1473 1600 N DLY
DCA A 1625 1600 N DLY
DCA A 1221 1700 N DLY
DCA A 1411 1700 N DLY
DCA A 1561 1700 N DLY
DCA A 1074 1800 N DLY
DCA A 1100 1800 N DLY
DCA A 1292 1900 N DLY
DCA A 1353 1900 N DLY
DCA A 1396 1900 N DLY
DCA A 1441 2000 N DLY
DCA A 1559 2000 N DLY
DCA A 1575 2200 N DLY
DCA A 1642 2200 N DLY
I-1
SCHEDULE II
TO ACQUIRED SLOT TRUST AGREEMENT
PRIOR THIRD PARTY LICENSES
--------------------------
[Download Table]
End of
Slot Remaining
Slot number time A/D Frequency Carrier Term
------------ -------- ------- ----------- ------------ ------------
DCA A 1208 1500 N DLY American 6/30/98
Airlines
DCA A 1345 1500 N DLY American 6/30/98
Airlines
II-1
EXHIBIT A
TO ACQUIRED SLOT TRUST AGREEMENT
_______________________________________________________________________________
FORM OF
DEED OF CONVEYANCE
AND
ASSIGNMENT OF SLOTS
FROM
TRANS WORLD AIRLINES, INC.
TO
FIRST SECURITY BANK, NATIONAL ASSOCIATION
AS SLOT TRUSTEE OF THE ACQUIRED SLOT TRUST NO. 2
11 1/2% SENIOR SECURED NOTES DUE 2004
_______________________________________________________________________________
EXHIBIT A
FORM OF
DEED OF CONVEYANCE AND
ASSIGNMENT OF SLOTS
FOR VALUE RECEIVED the undersigned TRANS WORLD AIRLINES, INC. ("TWA") on
behalf of itself and for its successors and assigns does hereby assign, transfer
and convey to the ACQUIRED SLOT TRUST NO. 2 (together with all amendments and
supplements thereto, the "Slot Trust") created by that certain Acquired Slot
Trust Agreement Declaration of Trust dated as of December 9, 1997 (as the same
may be amended and supplemented from time to time, the "Acquired Slot Trust
Agreement"), with First Security Bank, National Association, a national banking
association, as trustee (together with its successors in trust and assigns the
"Slot Trustee") all of the rights, titles, interests and privileges of TWA in
and to the primary operating authority granted by the Federal Aviation
Administration (the "FAA") pursuant to Title 14 of the Code of Federal
Regulations, Part 93, Subparts K & S, as amended from time to time, or any
recodification thereof in any regulation ("Title 14"), to conduct certain
Instrument Flight Rule (as defined under the Federal Aviation Act of 1958, as
amended) take-offs or landings in specified one-hour or half-hour periods (the
"Slots," each of which is set forth on Schedule I.). Capitalized terms used
herein and not otherwise defined have the respective meanings ascribed to them
in the Acquired Slot Trust Agreement or incorporated therein by reference.
The reference to the Slot Trustee having "transferred" to TWA the Acquired
Slots in the parties' facsimile transmittal to the Office of Slot
Administration, Office of the Chief Counsel - Slot Transfers, Federal Aviation
Administration, dated December 8, 1997, refers to the transfer made by the
execution and delivery of this DEED OF CONVEYANCE.
This Conveyance is an absolute and complete conveyance of all of the Slots.
TWA shall have the exclusive temporary leasehold or sub-license for the use
of the Slots during the period set forth in that certain Master Sub-License
Agreement between the Slot Trustee and TWA, dated as of December 9, 1997 (as the
same may be amended and supplemented from time to time, the "Master Sub-License
Agreement"), subject to the terms thereof. The Slot Trustee, as trustee of the
Slot Trust, shall continue to be the holder of record at the FAA with respect to
the Slots, subject to the regulations adopted by the FAA pursuant to
authorization of the Secretary of Transportation of the United States.
TWA does hereby warrant and represent to the Slot Trust and the Slot
Trustee that it has been granted the Slots by the FAA pursuant to Title 14,
subject only to regulation by the FAA, that TWA holds the Slots free and clear
of any liens or other encumbrances or rights of others, subject only to (i) Slot
Trades in effect on the date hereof, and (ii) the Third Party Licenses in effect
on the date hereof and listed on Schedule II to the Acquired Slot Trust
Agreement.
TWA further warrants and represents that it has, at all times since
obtaining each Slot, complied in all material respects with all of the terms,
conditions and regulations set forth in
A-1
Title 14. With specificity, TWA warrants and represents that there are existing
at this time no violations of the terms, conditions and regulations of the
aforesaid regulatory enactments adopted by the FAA, the result of which would
give the FAA in the exercise of its powers the right to terminate, cancel,
withdraw or revoke any of the Slots.
TWA further warrants and represents that it has used all of the Slots in
accordance with Section 93.227 of Title 14 since the date that it obtained each
of the Slots.
TWA further warrants and represents that the Slots are not Slots which have
been categorized as "essential air service Slots," "international Slots" or
"temporary Slots" by the FAA.
TWA further warrants and represents that the execution and delivery of this
DEED OF CONVEYANCE and the execution of the related documents shall not and does
not create a default or an event of default under any existing loan agreement,
mortgage, deed of trust, indenture, contract or other material agreement to
which TWA is a party, and does not violate any term, covenant and condition of
any other material agreement with any regulatory authority or any of the
provisions of the Certificate of Incorporation or By-Laws of TWA as in effect on
the date hereof.
IN WITNESS WHEREOF, the undersigned, TWA, by and through its duly
undersigned authorized officer does hereby execute this DEED OF CONVEYANCE as of
this 9th day of December, 1997.
TRANS WORLD AIRLINES, INC.
By: _______________________________
Name:
Title:
A-2
Before me personally appeared this 9th
---
day of December, 1997,_________________
________, as _______________________ of
TRANS WORLD AIRLINES, INC., a Delaware
corporation, who in my presence did
execute this DEED OF CONVEYANCE and
acknowledged that he/she executed this
DEED OF CONVEYANCE for the purpose stated
herein as an act and deed of said
corporation.
__________________________________________
Name:
__________________________________________
Notarial Seal __________________________
Acknowledged and Agreed to as of this 9th
day of December, 1997.
ACQUIRED SLOT TRUST NO. 2
First Security Bank, National Association,
as Slot Trustee on behalf of the Acquired
Slot Trust No. 2
By: ____________________________________
Name:
Title:
After recording and confirmation please return to First Security Bank, National
Association, 79 South Main Street, Salt Lake City, Utah 84111, Attention:
Corporate Trust Department
A-3
EXHIBIT B
TO ACQUIRED SLOT TRUST AGREEMENT
________________________________________________________________________________
BENEFICIAL INTEREST CERTIFICATE
UNDER
ACQUIRED SLOT TRUST AGREEMENT
BETWEEN
TRANS WORLD AIRLINES, INC.
AND
FIRST SECURITY BANK, NATIONAL ASSOCIATION
AS SLOT TRUSTEE
11 1/2% SENIOR SECURED NOTES DUE 2004
________________________________________________________________________________
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS AND LIMITATIONS SET FORTH IN SECTIONS 5.02 AND
6.02 OF THE ACQUIRED SLOT TRUST AGREEMENT REFERRED TO BELOW
FIRST SECURITY BANK, NATIONAL ASSOCIATION
AS
SLOT TRUSTEE UNDER THE ACQUIRED SLOT
TRUST AGREEMENT DATED DECEMBER 9, 1997
BENEFICIAL INTEREST CERTIFICATE No. 1
December 9, 1997
FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Slot Trustee (the "Slot
Trustee") under the Acquired Slot Trust Agreement Declaration of Trust, dated as
of December 9, 1997 (as the same may be amended and supplemented from time to
time, the "Acquired Slot Trust Agreement") between TRANS WORLD AIRLINES, INC.
("TWA") and the Slot Trustee (capitalized terms used herein and not otherwise
defined have the respective meanings ascribed to them in the Acquired Slot Trust
Agreement or incorporated therein by reference), hereby certifies as follows:
(i) this Beneficial Interest Certificate is the Beneficial Interest Certificate
referred to in the Acquired Slot Trust Agreement, which Beneficial Interest
Certificate has been executed by the Slot Trustee; and (ii) TWA, as the holder
of record of this Beneficial Interest Certificate (the "Holder"), has an
undivided beneficial ownership interest in the entire Slot Trust; however, all
the assets of the Slot Trust shall at all times be considered as vested in the
Slot Trustee.
The ownership of this Beneficial Interest Certificate shall be recorded by
the Slot Trustee on the books of the Slot Trust, at the corporate trust office
of the Slot Trustee at 79 South Main Street, Salt Lake City, Utah 84111,
Attention: Corporate Trust Department, or at the office of any successor Slot
Trustee, in accordance with Section 6.01 of the Acquired Slot Trust Agreement.
Reference is hereby made to the Acquired Slot Trust Agreement, the Pledge
and Security Agreement dated as of December 9, 1997 between TWA and the
Collateral Agent thereunder, the Indenture dated as of December 9, 1997 between
TWA and the Trustee (as defined therein) and the Master Sub-License Agreement
dated as of December 9, 1997 between TWA and the Slot Trustee for a statement of
the rights of the Holder of this Beneficial Interest Certificate, as well as for
a statement of the terms and conditions of the trust created by the Acquired
Slot Trust
B-1
Agreement, to all of which terms and conditions the Holder hereof agrees by its
acceptance of this Beneficial Interest Certificate.
THIS BENEFICIAL INTEREST CERTIFICATE MAY BE TRANSFERRED, SOLD, ASSIGNED OR
OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY IN ACCORDANCE WITH THE
PROVISIONS OF SECTIONS 5.02 AND 6.02 OF THE ACQUIRED SLOT TRUST AGREEMENT. The
Holder hereof, by its acceptance of this Beneficial Interest Certificate, agrees
not to transfer, sell, assign or otherwise dispose of this Beneficial Interest
Certificate except in accordance with the terms of Sections 5.02 and 6.02 of the
Acquired Slot Trust Agreement. Upon surrender of this Beneficial Interest
Certificate for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed by the registered Holder hereof or
his attorney duly authorized in writing, and after compliance with the
provisions of Sections 5.02 and 6.02 of the Acquired Slot Trust Agreement, a new
Beneficial Interest Certificate representing the undivided beneficial interest
in the entire Slot Trust will be executed and delivered to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Slot Trustee may treat the Person in whose name this Beneficial
Interest Certificate is registered as the owner hereof for all purposes set
forth in the Acquired Slot Trust Agreement.
IN WITNESS WHEREOF, the Slot Trustee has caused this Beneficial Interest
Certificate to be duly executed by an authorized officer of the Slot Trustee as
of the date first above written.
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Slot Trustee
By: ______________________________
Name:
Title:
B-2
BENEFICIAL INTEREST CERTIFICATE POWER
FOR VALUE RECEIVED, ____________________________________________________ hereby
sells, assigns and transfers unto _____________________________________________
(_________) percent of the ownership of the beneficial interest in the ACQUIRED
SLOT TRUST NO. 2 (the "Slot Trust") created pursuant to that certain Acquired
Slot Trust Agreement Declaration of Trust, dated as of December 9, 1997 (the
"Acquired Slot Trust Agreement"), made by Trans World Airlines, Inc., a Delaware
corporation (the "Company"), and First Security Bank, National Association, a
national bank, as slot trustee (the "Slot Trustee"), standing in the Company's
name on the books of the Slot Trustee represented by Beneficial Interest
Certificate No. 1, herewith, and do hereby irrevocably constitute and appoint
____________________________________ attorney to transfer said beneficial
interest certificate on the books of said Trust with full power of substitution
in the premises.
Dated:
TRANS WORLD AIRLINES INC.
By: ______________________________
Name:
Title:
B-3
EXHIBIT C
TO ACQUIRED SLOT TRUST AGREEMENT
________________________________________________________________________________
MASTER SUB-LICENSE AGREEMENT
BETWEEN
TRANS WORLD AIRLINES, INC.
("TWA")
AND
FIRST SECURITY BANK, NATIONAL ASSOCIATION
PURSUANT TO THE ACQUIRED SLOT TRUST AGREEMENT
DATED AS OF DECEMBER 9, 1997
11 1/2% SENIOR SECURED NOTES DUE 2004
________________________________________________________________________________
MASTER SUB-LICENSE AGREEMENT
THIS MASTER SUB-LICENSE AGREEMENT dated as of December 9, 1997 (herein,
together with all supplements and amendments hereto, this "Agreement"), made by
TRANS WORLD AIRLINES, INC., a Delaware corporation, having an office at 515 N.
6th Street, St. Louis, Missouri 63101 (herein, together with its successors and
assigns, "TWA") and the trust existing under the Acquired Slot Trust Agreement
Declaration of Trust, dated as of December 9, 1997 (the "Slot Trust"), with
FIRST SECURITY BANK, NATIONAL ASSOCIATION, a banking association organized under
the laws of the United States, having an office at 79 South Main Street, Salt
Lake City, Utah 84111 (herein, together with its successors in trust and
assigns, the "Slot Trustee").
R E C I T A L S:
WHEREAS, TWA and First Security Bank, National Association, as Trustee,
have contemporaneously herewith entered into that certain Indenture dated as of
December 9, 1997 (the "Indenture") providing for the issuance of $140,000,000
aggregate principal amount outstanding of 11 1/2% Senior Secured Notes due 2004;
and
WHEREAS, TWA granted, assigned, transferred and conveyed to the Slot Trust
by the Deed of Conveyance (as defined in the Definitions Appendix described
below) all of the Acquired Slots set forth in Schedule I to the Acquired Slot
Trust Agreement; and from time to time hereafter TWA may assign, transfer and
convey to the Slot Trust other Slots pursuant to any Subsequent Deed of
Conveyance. All Slots so conveyed to the Slot Trust by the Deed of Conveyance
and Subsequent Deeds of Conveyance (as defined in the Definitions Appendix)
together constitute the "Acquired Slots"; and
WHEREAS, the Slot Trustee has agreed to grant to TWA an exclusive sub-
license (the "Sub-License") to use the Acquired Slots in accordance with this
Agreement; and
WHEREAS, as security for the due and punctual payment, performance and
observance in full of the Obligations (as defined in the Definitions Appendix),
TWA pledged, among other things, the Beneficial Interest and the Beneficial
Interest Certificate, to the Collateral Agent on behalf of the holders of the
Securities; and
WHEREAS, TWA has duly authorized the execution and delivery of this
Agreement.
NOW, THEREFORE, both parties agree as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities
(the "Holders").
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions. Capitalized terms used and not otherwise
-----------
defined herein shall have the meanings ascribed to such terms in Section 1 of
the Definitions Appendix attached to
C-1
the Indenture as Appendix I, which shall be a part of this Master Sub-License
Agreement as if fully set forth in this place.
Section 1.02. Rules of Construction. The rules of construction for this
---------------------
Master Sub-License Agreement are set forth in Section 2 of the Definitions
Appendix.
ARTICLE 2. SUB-LICENSE
Section 2.01. Grant of Sub-License. The Slot Trust does hereby grant unto
--------------------
TWA an exclusive Sub-License to use the Acquired Slots, subject to the terms
hereof and, except as otherwise provided herein, TWA shall not be required to
pay any fee for such Sub-License. The reference to the Slot Trustee having
"licensed-back" to TWA the Acquired Slots in the parties' facsimile transmittal
to the Office of Slot Administration, Office of the Chief Counsel - Slot
Transfers, Federal Aviation Administration, dated December 8, 1997, refers to
the Sub-License granted unto TWA by this Section 2.01.
ARTICLE 3. NATURE OF SUB-LICENSE
Section 3.01. Non-Proprietary Nature. The Sub-License shall be deemed to
----------------------
be in the nature of a usufruct and not a proprietary right, and the interest of
TWA under this Agreement shall be terminable in accordance with the terms and
conditions hereof.
ARTICLE 4. REPRESENTATION AND WARRANTY
Section 4.01. Representation and Warranty. TWA represents and warrants
---------------------------
that it is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware with corporate power and authority under
such laws to own, lease and operate its properties and conduct its business as
conducted on the date hereof, and has all such power and authority as is
necessary to enter into this Agreement.
ARTICLE 5 COVENANTS
Section 5.01. Covenants. TWA covenants and agrees that:
---------
(a) It shall use the Acquired Slots, or cause the Acquired Slots to be
used, in a manner consistent with Title 14 (including the percentage use
requirement contained therein) or other regulations established by any
lawful authority (unless noncompliance with such provision or regulations
is otherwise waived or consented to by the FAA or such authority, as the
case may be). TWA shall not use the Acquired Slots for international or
essential air service operations as defined by the FAA. TWA shall file all
such reports as are required by the FAA or by any other lawful authority to
protect each Acquired Slot in form and content in compliance with the
provisions of Title 14 or other regulations established by any other lawful
authority, which reports shall be delivered to
C-2
the FAA or such other lawful authority on a timely basis. On or before the
tenth Business Day of each month TWA shall furnish to the Slot Trustee a
certificate as to its compliance with this Agreement for the immediately
preceding three months in substantially the form of Exhibit 1 to this
Agreement.
(b) Except as expressly permitted in this Section 5.01(b), TWA shall
not transfer, sub-license or otherwise grant to others rights with respect
to the Acquired Slots, and any such non-permitted transfer, sub-license or
other grant by TWA shall be null and void. TWA may, in the Ordinary Course
Of Business, (i) enter into Slot Trades, and (ii) sub-license and agree to
sub-license, directly or indirectly, to air carriers the right to use
Acquired Slots (such licenses in this clause (ii) hereinafter referred to
as the "Third Party Licenses"), provided that, (A) TWA shall not have
outstanding at any one time Third Party Licenses with a Remaining Term of
longer than twenty-four (24) months with respect to more than forty percent
(40%) of the number of Acquired Slots; (B) in the case of an indirect Third
Party License with respect to an Acquired Slot, the direct third party
sublicensee shall contractually bind itself with TWA to promptly sub-
license the right to use any such Acquired Slot to an air carrier; (C) TWA
shall not enter into or agree to enter into any Third Party License with a
Remaining Term of longer than fifteen (15) months after its receipt of
notice of a Default under Section 6.01(f) of the Indenture or after the
occurrence of any other Default under the Indenture and so long as any such
Default shall continue and (D) TWA shall not accept prepayments of rentals
in connection with Third Party Licenses.
(c) The rights of all sub-licensees claiming from or under TWA under
any and all Third Party Licenses, except as otherwise provided with respect
to Prior Third-Party Licenses, are subject and subordinate in all respects
to the terms of this Master Sub-License Agreement and the Slot Trust. TWA
shall use commercially reasonable efforts to obtain, as promptly as
practicable, from each licensee under a Prior Third Party License an
agreement (for the express benefit of the Slot Trustee) that, and as a
condition to entering into any Third Party License, TWA will require each
prospective sub-licensee to agree (for the express benefit of the Slot
Trustee) that, upon receipt of notice from the Slot Trustee that this
Master Sub-License Agreement has been terminated, it will promptly either
(i) (A) attorn to the Slot Trustee for the then scheduled Remaining Term of
the Third-Party License and acknowledge that, thereafter, its rights with
respect to the relevant Acquired Slot have terminated, and (B) agree that
for the Remaining Term of such Third Party License it will make license
payments directly to the Slot Trustee in an amount equal to the higher of
(1) the payments that, from time to time, would have been due and payable
under the terms of the Third-Party License, or (2) monthly fair market
value license payments with respect to the relevant Acquired Slot, or (ii)
acknowledge that such Third Party License, and the Third-Party Licensee's
rights with respect to the relevant Acquired Slot, shall terminate sixty
(60) days after notice from the Slot Trustee to such licensee of the Slot
Trustee's election to terminate such license. TWA shall not extend and
shall not, in any material respect, amend the Prior Third Party Licenses
described in Schedule II to the Acquired Slot Trust Agreement, except on
terms complying with this paragraph and Section 5.01(b).
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(d) TWA shall pay any reasonable fees or expenses incurred by the Slot
Trust or Slot Trustee in connection with being the holder of record at the
FAA of any Acquired Slot or the right to use any Acquired Slot.
(e) TWA shall take any action necessary to maintain the Slot Trust as
the holder of record at the FAA of the Acquired Slots.
ARTICLE 6. EVENT OF LOSS; RELEASE OF ACQUIRED SLOTS
Section 6.01. Event of Loss. (a) On the occurrence of an Event of Loss
-------------
with respect to an Acquired Slot, TWA shall give the Slot Trustee prompt notice
thereof and shall satisfy the Substitution Requirements.
(b) Upon compliance by TWA with its obligations above, with Article 7
hereof and with any applicable requirements of the TIA, and upon Request
and payment by TWA of the Slot Trustee's costs (including reasonable legal
fees and disbursements) incurred in connection with the foregoing, and
provided that any Slot which may be assigned, transferred and conveyed to
the Slot Trust as provided above shall immediately upon such assignment,
transfer and conveyance for all purposes under the Indenture, the Pledge
Agreement, the Declaration, any Subsequent Deed of Conveyance and this
Agreement become and be an Acquired Slot, the Slot Trust shall execute and
deliver the required documents, assigning, transferring and conveying the
Acquired Slot which was the subject of the Event of Loss to TWA or its
designee, without recourse, whereupon such Acquired Slot shall cease to be
an Acquired Slot for all purposes of the Indenture and the Operative
Documents, including this Agreement.
Section 6.02. Release of Acquired Slots. Upon Request and payment by TWA
-------------------------
of the Slot Trustee's costs (including reasonable legal fees and disbursements)
incurred in complying with such Request:
(a) Sale to Third Parties. So long as no Event of Default has
occurred and is continuing or would result therefrom, the Slot Trust shall
assign, transfer and convey to TWA or its designee, without recourse, any
Acquired Slot that is the subject of a contract of sale pursuant to which
TWA has agreed to sell such Acquired Slot in the Ordinary Course, on an
arm's-length basis to an unaffiliated third party within ninety (90) days
after the date of such release, which contract contains only closing
conditions that are customary to a sale of that kind at that time and which
sale is not a "sale/leaseback" or other similar transaction used by TWA as
a financing vehicle, but only if TWA shall comply with the Substitution
Requirements.
(b) Release of Acquired Slots Upon Partial Prepayment. Simultaneously
with or promptly following the cancellation of any Securities, whether
pursuant to a partial repurchase of any Securities pursuant to any Offer
to Purchase under the Indenture, following a tender of Securities in
connection with a tender offer therefor or otherwise and subject to
compliance by the Company with the Preconditions, and provided that
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after giving effect to such release of Acquired Slots, the Company will be
in compliance with the Security Ratio requirements set forth in the
definition thereof, the Slot Trustee shall assign, transfer and convey to
TWA or its designee without recourse the Acquired Slots set forth in
Schedule 1 hereto (the "Released Slots") based upon the reduction in the
amount of Securities Outstanding to an amount equal to or less than the
level specified for the release of particular Acquired Slots as set forth
in said Schedule 1 (the "Release Trigger").
(c) Release of Acquired Slot. Subject to the conditions and upon
compliance with all of the requirements of this Section 6.02 and Article 7
hereof and any applicable requirements of the TIA, and provided that any
Slot which may be assigned, transferred and conveyed to the Slot Trust
shall immediately upon such assignment, transfer and conveyance, for all
purposes under the Indenture, the Pledge Agreement, the Declaration, any
Subsequent Deed of Conveyance and this Agreement become and be an Acquired
Slot, the Acquired Slot or Acquired Slots, as the case may be, released
pursuant to Section 6.02(a) or 6.02(b), as the case may be, shall cease to
be Acquired Slots for all purposes hereof and of the Indenture and the
Operative Documents (unless later reassigned, retransferred and reconveyed
to the Slot Trust).
ARTICLE 7. SUBSEQUENT DEEDS OF CONVEYANCE
Section 7.01. Subsequent Deeds of Conveyance. If and whenever TWA shall
------------------------------
be required to assign, transfer and convey Slots to the Slot Trust or if TWA
shall at any time desire to assign, transfer and convey Slots to the Slot Trust,
TWA will furnish to the Slot Trustee the following:
(a) a Subsequent Deed of Conveyance duly executed by TWA,
appropriately describing and identifying such Slots; and
(b) an Opinion of Counsel, dated the date of execution of said
Subsequent Deed of Conveyance, stating that:
(i) all necessary filings have been made with the FAA to effect the
transfer of such Slots from TWA to the Slot Trust pursuant to
Title 14, Code of Federal Regulations, Part 93.221 (the "FAA Slot
Regulations"), and TWA has received confirmation from the FAA of
the transfer of such Slots to the Slot Trust and of the license-
back to TWA pursuant to the Subsequent Deed of Conveyance and
this Agreement; the Slot Trust owns such Slots subject to the
transfers permitted under the Subsequent Deed of Conveyance and
this Agreement and owns such Slots free and clear of all liens
and interests of others except as may be provided herein and the
Slot Trust has been identified as the owner and holder of record
of each such Slot pursuant to the FAA Slot Regulations; TWA has
been identified as the operator of record of such Slots (subject
to transfers permitted under the Subsequent Deed of Conveyance
and this Agreement) and such right to
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use such Slots has been duly recorded in the name of TWA
pursuant and subject to the FAA Slot Regulations; and
(ii) except as described in subsection 7.01(b)(i) above, no
authorization, approval, consent or license of the FAA or the
Department of Transportation of the United States is required
for the execution, delivery, or performance of the Subsequent
Deed of Conveyance by TWA; and
(c) Such Officers' Certificates, Opinions of Counsel or other
documents, if any, as the TIA may require or the Slot Trustee may
reasonably require.
ARTICLE 8. REMEDIES UPON DEFAULT OR FAA ACTION
Section 8.01. Remedies upon Default or FAA Action. (a) The parties
-----------------------------------
acknowledge and agree that the primary operating authority represented by a Slot
exists at the discretion of the FAA, acting pursuant to Title 14 and statutory
authority, and that the FAA may terminate, cancel, withdraw or revoke a Slot or
amend or revoke the regulation which permits Slots to be bought and sold and
thereby gives them value (any of the foregoing, an "FAA Action"). The parties
further acknowledge and agree that any of these actions by the FAA would
substantially impair the rights of the Slot Trustee and the value of the
Collateral.
(b) It is understood and agreed between the parties that:
(I) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE INDENTURE
OR AN FAA ACTION AND DURING THE CONTINUANCE THEREOF, TWA SHALL DELIVER TO
THE COLLATERAL AGENT, ALL CONSIDERATION TO BE RECEIVED BY TWA AFTER SUCH
EVENT OF DEFAULT OR FAA ACTION (OTHER THAN THE RIGHT TO USE A SLOT, AS TO
WHICH A PERSON OTHER THAN TWA IS THE HOLDER OF RECORD AT THE FAA) IN
CONNECTION WITH A THIRD PARTY LICENSE OR SLOT TRADE; PROVIDED THAT IF SUCH
CONSIDERATION IS A SLOT, AS TO WHICH TWA BECAME THE HOLDER OF RECORD AT THE
FAA, SUCH SLOT SHALL BE ASSIGNED, TRANSFERRED AND CONVEYED TO THE SLOT
TRUST AND SHALL BE HELD BY THE SLOT TRUST AS A SLOT TRUST ASSET;
(II) UPON THE ACCELERATION OF TWA'S OBLIGATIONS UNDER THE SECURITIES
IN ACCORDANCE WITH THE INDENTURE, THIS AGREEMENT WILL, WITHOUT ANY ACTION
BY ANY PARTY THERETO, TERMINATE AND TWA SHALL HAVE NO FURTHER RIGHT OR
INTEREST IN THE ACQUIRED SLOTS AND THE SLOT TRUSTEE MAY TAKE SUCH ACTIONS
AS NECESSARY TO CAUSE OR ALLOW THE TERMINATION OF OR ENFORCE ATTORNMENT
OBLIGATIONS UNDER OR OTHERWISE DEAL WITH THIRD PARTY LICENSES AND SLOT
TRADES, AND TO ASSIGN, TRANSFER AND CONVEY BY DEED OF CONVEYANCE, WITHOUT
RECOURSE, WARRANTY OR REPRESENTATION THE ACQUIRED SLOTS; PROVIDED, THAT, IF
SUCH
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ACCELERATION IS RESCINDED IN ACCORDANCE WITH SECTION 6.2 OF THE INDENTURE
PRIOR TO THE SLOT TRUSTEE'S HAVING DISPOSED OF ANY OF THE ACQUIRED SLOTS,
THIS AGREEMENT WILL, WITHOUT ANY ACTION BY ANY PARTY THERETO, BE REINSTATED
WITH RESPECT TO THOSE SLOTS STILL HELD BY THE SLOT TRUSTEE AFTER TAKING ANY
SUCH ACTION; AND
(III) IN FURTHERANCE OF THE FOREGOING, THE SLOT TRUSTEE IS HEREBY
IRREVOCABLY APPOINTED THE TRUE AND LAWFUL ATTORNEY OF TWA, IN ITS NAME AND
STEAD, TO THE EXTENT PERMITTED BY LAW, TO EXECUTE, FILE, REGISTER AND/OR
RECORD ALL DOCUMENTS AND INSTRUMENTS OF ASSIGNMENT, TRANSFER AND SURRENDER
OF THE ACQUIRED SLOTS (INCLUDING, WITHOUT LIMITATION, AN INSTRUCTION TO
TRANSFER OPERATOR STATUS IN THE FORM ATTACHED HERETO AS EXHIBIT 2, A COPY
OF WHICH HAS BEEN EXECUTED IN BLANK BY AN AUTHORIZED OFFICER OF TWA AND
DELIVERED TO THE SLOT TRUSTEE, BUT WHICH MAY ALSO BE EXECUTED ON BEHALF OF
TWA BY THE SLOT TRUSTEE PURSUANT TO THIS POWER OF ATTORNEY), AND ALL OTHER
DOCUMENTS AND INSTRUMENTS, NECESSARY, OR IN THE GOOD FAITH OPINION OF THE
SLOT TRUSTEE DESIRABLE, IN ORDER TO (X) RECORD OF RECORD WITH THE FAA ANY
TERMINATION OF TWA'S RIGHTS OR INTERESTS IN THE ACQUIRED SLOTS UPON THE
ACCELERATION OF TWA'S OBLIGATIONS UNDER THE SECURITIES IN ACCORDANCE WITH
THE INDENTURE, (Y) UPON OR AT ANY TIME AFTER SUCH ACCELERATION, EFFECT THE
TRANSFER OF TWA'S OPERATOR STATUS WITH RESPECT TO ANY OR ALL OF THE
ACQUIRED SLOTS TO THE SLOT TRUSTEE OR A THIRD PARTY DESIGNATED BY THE SLOT
TRUSTEE AND/OR (Z) OTHERWISE EFFECT THE ACTIONS THAT THE SLOT TRUSTEE IS
AUTHORIZED, OR INTENDED TO BE AUTHORIZED, TO TAKE PURSUANT TO THE FOREGOING
CLAUSES (I) AND (II) OF THIS SECTION 8.01(B), AND MAY SUBSTITUTE ONE OR
MORE PERSONS, FIRMS OR CORPORATIONS WITH LIKE POWER, TWA HEREBY RATIFYING
AND CONFIRMING ALL THAT ITS SAID ATTORNEY OR SUCH SUBSTITUTE OR SUBSTITUTES
SHALL LAWFULLY DO BY VIRTUE HEREOF; BUT IF SO REQUESTED BY THE SLOT
TRUSTEE, TWA SHALL RATIFY AND CONFIRM ANY SUCH ACTION TAKEN IN ACCORDANCE
WITH THIS POWER OF ATTORNEY AS MAY BE DESIGNATED IN ANY SUCH REQUEST. THE
FOREGOING POWER OF ATTORNEY IS COUPLED WITH AN INTEREST, IS IRREVOCABLE AND
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, PROVIDED ONLY THAT THE
FOREGOING POWER OF ATTORNEY WILL TERMINATE UPON RECONVEYANCE OF THE
ACQUIRED SLOTS TO TWA IN ACCORDANCE WITH SECTION 9.01 HEREOF.
(c) In view of the nature of a Slot and the discretion given to the
FAA with respect to Slots, the parties understand and agree that the
termination, cancellation, withdrawal or revocation of the Acquired Slots
or the amendment or revocation of the
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regulation which permits Slots to be bought and sold would cause a
immediate and permanent detrimental effect upon the Slot Trust and the
ability of the Holders to look to the pledge by TWA of the Beneficial
Interest and the Beneficial Interest Certificate to secure TWA's
obligations under the Securities and the Indenture. In accordance with the
foregoing, upon the acceleration of TWA's obligations under the Securities
in accordance with the Indenture, the Slot Trustee and TWA shall (unless
such action on the part of the Slot Trustee is not consistent with action a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs or is not required to authorize and permit the Slot Trustee
to take the actions described in this sentence) apply for and use their
best efforts to obtain a temporary restraining order and preliminary and
final injunctive or other equitable relief authorizing and permitting the
Slot Trustee to cancel, or confirming the cancellation of, this Agreement
in accordance with Section 8.01(b) hereof, and authorizing and permitting
the Slot Trustee to sell, assign, transfer and convey the Acquired Slots
for a price and under such terms and conditions as may be commercially
reasonable and/or to preserve, to the maximum extent possible, the value of
the Acquired Slots.
(d) In accordance with the foregoing, TWA further recognizes,
understands and agrees that in the event of either a filing by TWA or a
entry of an order or decree against TWA of a petition under the Bankruptcy
Law then, and in either such event, the Slot Trust will only be protected
adequately with respect to the Acquired Slots upon the immediate entry of
an order providing either (i) for immediate abandonment of the Acquired
Slots to the Slot Trust and a grant of authority to the Slot Trust to
assign, transfer and convey the Acquired Slots and have the Collateral
Agent hold any proceeds thereof for the benefit of the Holders or (ii)
permitting TWA, at the sole discretion of the Slot Trustee, which may be
revoked at any time as to any one or more or all of the Acquired Slots, to
continue to use all of the Acquired Slots on a daily basis so as to
prohibit the FAA from immediately terminating, canceling, withdrawing or
revoking the rights thereunder.
It is the position of the Slot Trust and TWA that under the terms of the
Deed of Conveyance, any Subsequent Deed of Conveyance and this Agreement, TWA
(for all purposes other than tax purposes) has assigned, transferred and
conveyed (or, in the case of any Subsequent Deed of Conveyance, will have
assigned, transferred and conveyed) its entire property interest, if any, in the
Acquired Slots and can only acquire an interest therein upon satisfaction of all
of the Obligations or under limited circumstances set forth in Article 6 hereof.
In the event, however, that it is determined by a court of competent
jurisdiction that a property interest in the Acquired Slots does so exist in TWA
notwithstanding the failure of TWA to satisfy all of the Obligations or the
existence of certain circumstances set forth in Article 6 hereof, then and in
that event, the Slot Trustee and TWA agree that an order for adequate protection
pertaining to the foregoing rights of the Slot Trust with respect to the
Acquired Slots shall be immediately entered and TWA does hereby for itself and
its successors and assigns, including without limitation a trustee in any
proceeding instituted by or against TWA under the Bankruptcy Law, consent to the
entry of a order providing for such adequate protection of the Slot Trust's
interest in the Acquired Slots.
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ARTICLE 9. TERMINATION AND RECONVEYANCE OF ALL ACQUIRED SLOTS
Section 9.01. Reconveyance of All Acquired Slots. In the event that no
----------------------------------
Default or Event of Default exists under the Indenture, and TWA satisfies all of
the Obligations, then, and in that event, upon receipt by the Indenture Trustee
of such satisfaction in immediately available funds, the Slot Trustee shall,
without cost or charge to TWA (except as otherwise provided herein), reassign,
retransfer and reconvey by deed of conveyance without recourse, representation
or warranty to TWA, all of the Acquired Slots, except that the Slot Trustee
shall represent and warrant that (except in accordance with Article 8 hereof),
it has made no transfers of, or knowingly permitted any liens to be imposed
upon, Acquired Slots other than the limited interest granted to TWA under this
Agreement, and thereupon this Agreement (other than Article 10 hereof) shall
terminate.
Section 9.02. Continued Effectiveness of Agreement. If the reassignment,
------------------------------------
retransfer or reconveyance referred to in Section 9.01 hereof is prohibited by
any then applicable law or regulation, this Agreement (including Section 5.01(e)
but otherwise excluding Articles 5, 6, 7, 11, 12, 13 and 14 hereof) will
continue in effect until such time as the reassignment, retransfer or
reconveyance of the primary operating authority with respect to the Acquired
Slots is permitted.
ARTICLE 10. INDEMNIFICATION
Section 10.01. Indemnification by TWA. TWA shall indemnify and hold
----------------------
harmless the Slot Trustee to the extent provided to the Indenture Trustee under
Section 7.7 of the Indenture, and the Slot Trustee shall have those rights set
forth in such Section 7.7 for the Indenture Trustee.
ARTICLE 11. AMENDMENTS
Section 11.01. Amendments. (a) Except as provided in Section 11.01(b)
----------
hereof, and subject to Section 4.11 of the Indenture and Article 9 of the
Indenture, this Agreement may be amended by TWA and the Slot Trustee only with
the affirmative vote of the Required Holders; provided, however, that the
-------- -------
affirmative vote of each Holder shall be required to amend this Section 11.01.
(b) TWA and the Slot Trustee may also amend this Agreement without the
vote of the Holders if such parties each deem it necessary to cure any
ambiguity, defect or inconsistency or conform this Agreement to the requirements
of applicable laws so long as such amendment does not have a material adverse
effect on the interests of the Holders.
ARTICLE 12. ASSIGNMENTS
Section 12.01. Rights of Assignment by TWA. TWA and the Slot Trustee
---------------------------
understand and agree that the interest of TWA under this Agreement is not
assignable and that any attempt to assign all or any portion of this Agreement
by TWA shall be null and void ab initio except for an
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assignment in connection with a merger, consolidation or sale of substantially
all TWA's assets permitted under the Indenture.
ARTICLE 13. INDEPENDENT APPRAISALS
Section 13.01. Independent Appraisal Required Under Certain Circumstances.
----------------------------------------------------------
Whenever a Permitted Substitute has been used or operated by a Person or Persons
other than TWA, in a business similar to that in which it has been or is to be
used or operated by TWA, within six (6) months prior to the date of its
acquisition by TWA, or the fair value of any Acquired Slots or Collateral to be
released, assigned or transferred by the Collateral Agent or the Slot Trust,
together with all other Property so released, assigned or transferred since the
commencement of the then-current calendar year or in any twelve (12) month
period, as set forth in the certificate or certificates required by this
Agreement, is ten percent (10%) or more of the aggregate principal amount of
Securities at the time Outstanding, TWA will provide to the Slot Trustee such
certificates and opinions, if any, as the TIA may require.
ARTICLE 14. RECEIPT OF CASH AND/OR INVESTMENT SECURITIES
BY THE SLOT TRUSTEE
Section 14.01. Receipt of Cash And/or Investment Securities. In the event
--------------------------------------------
the Slot Trust or the Slot Trustee (in its capacity as Slot Trustee) receives
any Property (including, without limitation, cash and/or Investment Securities)
other than Slots, such Property shall immediately be delivered to the Collateral
Agent (which shall be evidenced by a certificate of the Collateral Agent
delivered to the Slot Trustee, acknowledging receipt of such Property).
ARTICLE 15. SLOT TRUSTEE
Section 15.01. Rights and Duties of Slot Trustee. Except as specifically
---------------------------------
set forth herein, in the Pledge Agreement or in the Slot Trust Agreement, the
Slot Trustee shall have no duty (i) to perform any recording or filing in
connection with the Slot Trust Assets, (ii) to see to the payment or discharge
of any tax, assessment or other governmental charge or any lien owing with
respect to, or assessed or levied against, any part of the Slot Trust Assets, or
(iii) to take any other actions in connection with the use, operation,
management or maintenance of the Slot Trust Assets.
Except as provided in Section 9.01 hereof, the Slot Trustee does not make
and shall not be deemed to have made any representation or warranty, expressed
or implied, as to the title, merchantability, compliance with specifications,
condition, design, operation, fitness for use or for a particular purpose, or
any other representation or warranty whatsoever, expressed or implied, with
respect to the Slot Trust Assets.
Section 15.02. References to Slot Trust and Slot Trustee. All references
-----------------------------------------
in this Agreement and the other Operative Documents to the Slot Trust or the
Slot Trustee shall be to
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both the Slot Trust and the Slot Trustee unless such a reference would render
the provision in which it is contained meaningless or ambiguous.
ARTICLE 16. MISCELLANEOUS
Section 16.01 Notices; Waivers. Any request, demand, authorization,
----------------
direction, notice, consent, waiver or other document provided or permitted by
this Agreement to be made upon, given or furnished to, or filed with
(a) TWA shall be sufficient for every purpose hereunder if in writing
(including telecopied communications) and made, given, furnished or filed
by personal delivery or mailed by first-class mail, or by a nationally
recognized overnight courier, postage or courier charges, as the case may
be, prepaid, to TWA at:
Trans World Airlines, Inc.
One City Centre
515 N. 6th Street
St. Louis, Missouri 63101
Attention: Senior Vice President & General Counsel
Telecopier No.: (314) 589-3267
(b) the Slot Trustee shall be sufficient for every purpose hereunder
if in writing (including telecopied communications) and made, given,
furnished or filed by personal delivery or mailed by registered or
certified mail, or by a nationally recognized overnight courier, postage or
courier charges, as the case may be, prepaid, to or with the Slot Trustee
at:
First Security Bank, National Association
79 South Main Street
Salt Lake City, Utah 84111
Attention: Corporate Trust Department
Telecopier No.: (801) 246-5528
or to any of the above parties at any other address or telecopier number
subsequently furnished in writing by it to each of the other parties listed
above. An affidavit by any person representing or acting on behalf of TWA or
the Slot Trustee as to such mailing, having any registry receipt required by
this Section attached, shall be conclusive evidence of the giving of such
demand, notice or communication.
Any notice or communication mailed to a Holder shall be mailed to such
Holder by first-class mail or by nationally recognized overnight courier,
postage or courier charges, as the case may be, prepaid, at such Holder's
address as it appears on the Register and shall be sufficiently given to such
Holder if so mailed within the time prescribed.
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Failure to mail a notice or send a communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. Notices
to the Slot Trustee or to TWA are deemed given only when received. Where this
Agreement provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by the Holders shall be filed with the Slot Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
Section 16.02. Amendments, Etc. Subject to Section 11.01, no amendment or
---------------
waiver of any provision of this Agreement nor consent to any departure by TWA
therefrom shall in any event be effective unless the same shall be in writing,
and signed by the Slot Trustee and approved by the Required Holders if required
hereby or by the Indenture, and then any such waiver or consent shall only be
effective in the specific instance and for the specific purpose for which given.
Section 16.03. No Waiver; Remedies. (a) No failure on the part of the
-------------------
Slot Trustee to exercise, and no delay in exercising any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative, may be
exercised singly or concurrently, and are not exclusive of any remedies provided
by law or the Indenture, the Securities or any of the other Operative Documents.
(b) Failure by the Slot Trustee at any time or times hereafter to
require strict performance by TWA or any other Person of any of the provisions,
warranties, terms or conditions contained herein or in any of the Indenture, the
Securities or any other Operative Documents now or at any time or times
hereafter executed by TWA or any such other Person and delivered to the Slot
Trustee shall not waive, affect or diminish any right of the Slot Trustee at any
time or times hereafter to demand strict performance thereof, and such right
shall not be deemed to have been modified or waived by any course of conduct or
knowledge of the Slot Trustee or any agent, officer or employee of the Slot
Trustee.
Section 16.04. Conflict with Trust Indenture Act of 1939. If and to the
-----------------------------------------
extent any provision of this Agreement limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive of the TIA, such imposed duties
shall control.
Section 16.05. Holidays. In the event that any date for the payment of
--------
any amount due hereunder shall not be a Business Day, then (notwithstanding any
other provision of this Agreement) such payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the due date, and no interest shall accrue on such payment
for the period from such due date to and including the next succeeding Business
Day.
Section 16.06. Successors and Assigns. This Agreement and all obligations
----------------------
of TWA hereunder shall be binding upon the successors and if permitted assigns
of TWA, and shall, together with the rights and remedies of the Slot Trustee
hereunder, inure to the benefit of the
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Slot Trustee, the Holders, and their respective successors and assigns. Any
assignment of this Agreement in violation of Section 12.01 herein shall be null
and void ab initio.
Section 16.07. Governing Law; Waiver of Jury Trial. (a) The laws of the
-----------------------------------
State of New York shall govern this Agreement without regard to principles of
conflict of laws.
(b) TWA and the Slot Trustee each waive any right to have a jury
participate in resolving any dispute, whether sounding in contract, tort, or
otherwise arising out of, connected with, related to or incidental to the
relationship established between them in connection with this Agreement.
Instead, any disputes resolved in court will be resolved in a bench trial
without a jury.
Section 16.08. Indemnification. TWA agrees to pay, and to save the Slot
---------------
Trustee harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all excise, sales or other similar taxes which
may be payable or determined to be payable with respect to any of the Collateral
or Slot Trust Assets or in connection with any of the transactions contemplated
by this Agreement.
Section 16.09. Effect of Headings. The Article and Section headings and
------------------
the Table of Contents contained in this Agreement have been inserted for
convenience of reference only, and are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of this Agreement.
Section 16.10. No Adverse Interpretation of Other Agreement. This
--------------------------------------------
Agreement may not be used to interpret any agreement of TWA or any of its
Subsidiaries which is unrelated to the Indenture, the Securities or the other
Operative Documents. Any such other agreement may not be used to interpret this
Agreement.
Section 16.11. No Recourse Against Others. A director, officer, employee
--------------------------
or stockholder, as such, of TWA shall not have any liability for any obligations
of TWA under the Agreement or for any claim based on, in respect of or by reason
of such obligations or its creation.
Section 16.12. Counterpart Originals. This Agreement may be signed in two
---------------------
or more counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same agreement.
Section 16.13. Severability. The provisions of this Agreement are
------------
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction, and a Holder shall have no claim therefor against
any party hereto.
Section 16.14. Benefits of Agreement Restricted. Subject to the
--------------------------------
provisions of Sections 12.01 and 16.06, nothing in this Agreement, express or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto and their successors and the
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Holders, any legal or equitable right, remedy or claim under or in respect of
this Agreement or under any covenant, condition, or provision herein contained,
all such covenants, conditions and provisions being for the sole benefit of the
parties hereto and their successors and of the Holders.
Section 16.15. Survival Provisions. Notwithstanding any right of the
-------------------
Collateral Agent, the Initial Purchasers or any of the Holders to investigate
the affairs of TWA, and notwithstanding any knowledge of facts determined or
determinable by any of them pursuant to such investigation or right of
investigations all representations, warranties and covenants of TWA contained
herein shall survive the execution and delivery of this Agreement, and shall
terminate only upon the termination of this Agreement.
C-14
IN WITNESS WHEREOF, the parties have caused this Master Sub-License
Agreement to be duly executed as of the date first written above.
TRANS WORLD AIRLINES, INC.
By: _______________________________
Name:
Title:
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Slot Trustee on behalf of the Slot Trust
By: _______________________________
Name:
Title:
C-15
EXHIBIT 1 TO
EXHIBIT C
CERTIFICATE
-----------
The undersigned, [Manager of Current Schedules and Industry Affairs] of
Trans World Airlines, Inc. ("TWA"), DOES HEREBY CERTIFY THAT:
1. This Certificate is delivered to the Slot Trustee pursuant to Article
5, Section 5.01(a) of the Master Sub-License Agreement dated as of December
9, 1997 (the "Master Sub-License Agreement") between TWA and First Security
Bank, National Association, as Slot Trustee pursuant to the Acquired Slot
Trust Agreement, dated as of December 9, 1997. All capitalized terms used
herein and not otherwise defined have the respective meanings ascribed to
them in the Master Sub-License Agreement or incorporated therein by
reference.
2. I am responsible for maintaining and managing the operation of slots
(as such term is defined in 14 C.F.R. 93) for TWA.
3. Except as noted on Schedule A attached hereto, during each of the one-
month, two-month and three-month periods ending the last day of the month
preceding the date of this Certificate:
(a) all the Acquired Slots were operated by TWA or other carriers or
both; and
(b) (i) the Acquired Slots operated by TWA, and
(ii) to the best of my knowledge based upon due inquiry, the
Acquired Slots operated by all other carriers, and
(iii) accordingly, to the best of my knowledge, all the
Acquired Slots
were used in a manner consistent with the usage and other requirements
of 14 C.F.R. 93 and Section 5.01(a) of the Master Sub-License
Agreement; and
(c) no notice of non-compliance with FAA Slot Regulations has been
received from the FAA with respect to any Acquired Slot.
DATED:_____________________ BY:___________________________________
NAME:
Att: Schedule A (None - No Exceptions)
C-16
EXHIBIT 2 TO
EXHIBIT C
INSTRUCTION TO TRANSFER OPERATOR STATUS
The undersigned TRANS WORLD AIRLINES, INC. ("TWA") hereby authorizes and
directs the Federal Aviation Administration, Office of Slot Administration (and
any successor federal agency or office thereof, the "FAA") to assign, transfer
and convey operator status of the right to conduct Instrument Flight Rule (as
defined under the Federal Aviation Act of 1958, as amended) take-offs or
landings in specified one-hour or half-hour periods set forth on Schedule A
hereto (the "Slots") to __________________________________, and to record such
assignment, transfer and conveyance of operator status on the records of the
FAA.
IN WITNESS WHEREOF, the undersigned, TWA, by and through its duly
authorized officer does hereby execute this instruction to transfer the Slots
("Instruction") as of this ___ day of ____________, ________.
TRANS WORLD AIRLINES, INC.
By: _______________________________
Name:
Title:
____________________________________
(Name of Transferee)
By: _______________________________
Name:
Title:
By execution below, the Federal Aviation Administration
Office of Slot Administration, acknowledges receipt of
this Instruction, this ___ day of __________, ________.
By: _______________________________
Name:
Title:
C-17
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SCHEDULE 1
TO EXHIBIT C
SLOT RELEASE SCHEDULE
[Download Table]
Released Slots Slot Release Trigger
-------------- --------------------
All Slots listed on Schedule $ 100,000,000.00
I to the Acquired Slot Trust
Agreement
Note: Slots referred to are as of the date of the Master Sub-License Agreement.
If additional or substitute Slots are conveyed to the Slot Trust in satisfaction
of the Substitution Requirements, such substitute Acquired Slots shall be
subject to release at the same time and under the same circumstances (and only
at the same time and under the same circumstances) as the Acquired Slots for
which they were substituted could have been released under the Master Sub-
License Agreement.
C-18
Dates Referenced Herein and Documents Incorporated by Reference
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