PURCHASE AGREEMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC.

Relating to Model 717-231 Aircraft

Purchase Agreement Number 2216

TABLE OF CONTENTS

Page

Number

ARTICLES

Subject Matter of Sale

1-1

Delivery, Title and Risk of Loss

2-1

Price of Aircraft

3-1

Taxes

4-1

Payment

5-1

Excusable Delay

6-1

Changes to the Detail Specification

7-1

Federal Aviation Requirements and

Certificates and Export License

8-1

Representatives, Inspection, Flights and

Test Data

9-1

10.

Assignment, Resale or Lease

10-1

11.

Termination for Certain Events

11-1

12.

Product Assurance; Disclaimer and

Release; Exclusion of Liabilities;

Customer Support; Indemnification and

Insurance

12-1

13.

Buyer Furnished Equipment and Spare

Parts

13-1

14.

Contractual Notices and Requests

14-1

15.

Miscellaneous

15-1

TABLE OF CONTENTS

EXHIBITS

Aircraft Configuration

Product Assurance Document

Customer Support Document

Price Adjustments Due to Economic Fluctuations -

Airframe and Engines

Buyer Furnished Equipment Provisions Document

Defined Terms Document

LETTER AGREEMENT

INDEX

SUBJECT

REFERENCE

2216-1

Seller Purchased Equipment

2216-2

Spares Initial Provisioning

TABLE OF CONTENTS

RESTRICTED LETTER AGREEMENTS

Letter Agreement No. 6-1162-RCN-1332

Aircraft Performance Guarantees

Letter Agreement No. 6-1162-RCN-1333

Other Matters

Letter Agreement No. 6-1162-RCN-1334

Business Considerations

Letter Agreement No. 6-1162- RCN-1335

Option Aircraft

Letter Agreement No. 6-1162- RCN-1336

Promotional Support

Letter Agreement No. 6-1162-RCN-1337

Liquidated Damages

Letter Agreement No. 6-1162-RCN-1338

Termination Right

Letter Agreement No. 6-1162-RCN-1340

Simulator Sale

Letter Agreement No. 6-1162-RCN-1343

Application of Advance Payments

Letter Agreement No. 6-1162-RCN-1344

Termination Right

PURCHASE AGREEMENT NO. 2216

Relating to

MODEL 717-231 AIRCRAFT

This Agreement is entered into as of _____________________, 1998 by and between

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

COMPANY (Seller), having an office in the city of Long Beach, State of California, and,

TRANS WORLD AIRLINES, INC. (Buyer), with its principal office in St. Louis, Missouri.

Accordingly, Seller and Buyer agree as follows:

ARTICLE 1. Subject Matter of Sale.

1.1 The Aircraft. Seller will manufacture and deliver to Buyer and Buyer will purchase and

accept delivery from Seller of fifty (50) Seller Model 717-231 aircraft (the Aircraft)

manufactured in accordance with Seller detail specification CS7172D dated To Be

Determined, as described in Exhibit A, as modified from time to time in accordance with this

Agreement (Detail Specification).

1.2 Additional Goods and Services. In connection with the sale of the Aircraft, Seller will

also provide to Buyer certain other things under this Agreement, including data, documents,

training and services, all as described in this Agreement.

1.3 Performance Guarantees. Any performance guarantees applicable to the Aircraft will be

expressly included in this Agreement. Where performance guarantees are included in this

Agreement other than within the Detail Specification, such guarantees will be treated as being

incorporated in the Detail Specification by this reference.

1.4 Defined Terms. For ease of use, certain terms are treated as defined terms in this

Agreement. Such terms are identified with a capital letter and set forth and/or defined in

Exhibit F.

ARTICLE 2. Delivery, Title and Risk of Loss.

2.1 Time of Delivery. The Aircraft will be delivered to Buyer by Seller assembled and

completed, ready for flight and Buyer will accept delivery of the Aircraft, in accordance with

the following schedule:

Month and Year of

Delivery

Quantity of Aircraft

Feb-2000

Apr-2000

May-2000

Jun-2000

Jul-2000

Aug-2000

Sep-2000

Oct-2000

Nov-2000

Dec-2000

Jan-2001

Feb-2001

Mar-2001

Apr-2001

May-2001

Jun-2001

Jul-2001

Aug-2001

Sep-2001

Oct-2001

Nov-2001

Dec-2001

Jan-2002

Feb-2002

Mar-2002

Apr-2002

May-2002

Jun-2002

Jul-2002

Aug-2002

Sep-2002

Oct-2002

Nov-2002

Dec-2002

Jan-2003

Feb-2003

Mar-2003

Apr-2003

May-2003

Jun-2003

Jul-2003

Aug-2003

2.2 Tender of Aircraft.

The Aircraft shall be tendered to Buyer for technical acceptance after it has been assembled,

completed and tested by Seller, but no earlier than ten days prior to the first day of the

scheduled month of delivery. Seller will use its best reasonable efforts to give Buyer at least

60 days notice of the date on which Seller estimates that the Aircraft will be tendered for

technical acceptance and delivery. Seller will use its best reasonable efforts to give Buyer at

least 45 days notice of the estimated delivery date of the Aircraft. Buyer agrees to complete

all inspections and testing authorized or permitted under Article 9 of the Agreement before

the end of the fifth business day after Seller has tendered the Aircraft to Buyer. If during the

five business day technical acceptance period Buyer determines and Seller agrees that there is

noncompliance with the Detail Specification, the five business day period shall be suspended

until (i) Seller corrects the noncompliance or (ii) the condition is resolved to the satisfaction

of Buyer and Seller. During the suspension period, Buyer shall continue its inspection of

areas of the Aircraft unaffected by Seller's efforts to correct the noncompliance. Upon

completion of (i) or (ii) above, Buyer shall have the remainder of the period to complete its

technical acceptance. Buyer shall technically accept the Aircraft if it meets the requirements

of the Detail Specification.

2.3 Acceptance of an Aircraft.

Immediately upon completion of the inspection and testing noted above, indicating that the

Aircraft meets the requirements of the Detail Specifications, Buyer shall indicate its technical

acceptance of an Aircraft by execution of Section A of a Certificate of Technical Acceptance

and Delivery for the Aircraft. Technical acceptance of the Aircraft by Buyer shall not impair

the warranties set forth Exhibit B. In the event Buyer fails to complete its technical

acceptance due to the fault of the Buyer within the five business day period, the Aircraft shall

be deemed to have been technically accepted by Buyer at the end of the five business day

period after tender as if Buyer had expressly indicated its technical acceptance as noted

above.

2.4 Delivery of an Aircraft.

On the first business day after technical acceptance, but no earlier than the date of issuance of

an FAA Certificate of Airworthiness for the Aircraft, Buyer shall accept delivery of the

Aircraft by endorsement of Section B of a Certificate of Technical Acceptance and Delivery

for such Aircraft. Delivery shall be made at an airport in California designated by Seller or at

an alternate location as mutually agreed in writing. If, at Buyer's request, delivery is made at

an alternate location, Buyer shall reimburse Seller for any increased costs incurred by Seller

as a result thereof. If Buyer fails to accept delivery of an Aircraft as required above, Buyer

shall reimburse Seller for all losses, costs and expenses (including, without limitation, taxes,

Interest and reasonable amounts for transportation, storage, insurance, preservation,

preparation and protection) sustained by Seller after such date. Seller's acceptance of such

payments shall not constitute a waiver of its rights to pursue its remedies for default or to

pursue any other rights it may have at law or otherwise.

2.5 Title and Bill of Sale.

Upon delivery of and payment for an Aircraft, title to the Aircraft shall pass from Seller to

Buyer. Seller shall furnish to Buyer a full warranty bill of sale and other appropriate

documents of title as Buyer may reasonably request.

ARTICLE 3. Price of Aircraft.

3.1 Definitions.

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

Buyer.

3.1.2 Base Airframe Price is the Aircraft Basic Price including engines but excluding the

price of Special Features.

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

Special Features.

3.1.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base

Airframe and Special Features) as calculated pursuant to Exhibit D.

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

3.2 Aircraft Basic Price.

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

Base Airframe Price: $29,806,000

Special Features $865,600

Aircraft Basic Price $30,671,600

3.3 Aircraft Price. The Aircraft Price will be established at the time of delivery of such

Aircraft to Buyer and will be the sum of:

3.3.1 the Aircraft Basic Price, which is Thirty Million Six Hundred Seventy One Thousand

Six Hundred dollars ($30,671,600); plus

3.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to

the formula set forth in Exhibit D (Escalation Adjustment); plus

3.3.3 other price adjustments made pursuant to this Agreement or other written agreements

executed by Seller and Buyer.

3.4 Advance Payment Base Price.

3.4.1 Advance Payment Base Price. For advance payment purposes, the following estimated

delivery prices of the Aircraft have been established, using currently available forecasts of the

escalation factors used by Seller as of the date of signing this Agreement. The Advance

Payment Base Price of each Aircraft is set forth below:

Month and Year

of Scheduled

Delivery

Advance

Payment Base

Price per

Aircraft

Feb-2000

$32,464,000

Apr-2000

$32,590,000

May-2000

$32,651,000

Jun-2000

$32,734,000

Jul-2000

$32,823,000

Aug-2000

$32,909,000

Sep-2000

$33,013,000

Oct-2000

$33,111,000

Nov-2000

$33,212,000

Dec-2000

$33,317,000

Jan-2001

$33,421,000

Feb-2001

$33,522,000

Mar-2001

$33,630,000

Apr-2001

$33,725,000

May-2001

$33,829,000

Jun-2001

$33,909,000

Jul-2001

$33,995,000

Aug-2001

$34,068,000

Sep-2001

$34,139,000

Oct-2001

$34,222,000

Nov-2001

$34,292,000

Dec-2001

$34,357,000

Jan-2002

$34,483,000

Feb-2002

$34,548,000

Mar-2002

$34,621,000

Apr-2002

$34,701,000

May-2002

$34,772,000

Jun-2002

$34,864,000

Jul-2002

$34,946,000

Aug-2002

$35,038,000

Sep-2002

$35,140,000

Oct-2002

$35,250,000

Nov-2002

$35,348,000

Dec-2002

$35,446,000

Jan-2003

$35,554,000

Feb-2003

$35,655,000

Mar-2003

$35,750,000

Apr-2003

$35,863,000

May-2003

$35,965,000

Jun-2003

$36,041,000

Jul-2003

$36,143,000

Aug-2003

$36,225,000

3.5 Notice

At least seven days prior to the date on which Seller will tender delivery of the Aircraft to

Buyer, Seller shall give to Buyer an invoice showing the Aircraft Basic Price, the changes

made thereto by Change Order and other agreements between Seller and Buyer, the

Economic Price Adjustments and the Aircraft Price of such Aircraft.

ARTICLE 4. Taxes and Customs Duties.

4.1 Taxes. In addition to the purchase price of the Aircraft, Buyer shall pay to Seller, upon

demand, any sales or use taxes required to be paid by Seller as a result of any sale, use (by

Buyer after valid tender of delivery), delivery, storage (after valid tender of delivery), or

transfer under this Agreement of the Aircraft, accessories, equipment, Buyer Furnished

Equipment (Article 9), services, instructions and data furnished or delivered hereunder;

provided, however, that Buyer shall have no liability for any penalties or interest with respect

to any such taxes, or for any tax which may be levied upon any payment to Seller by Buyer

for the purpose of paying such tax, arising out of Seller's fault or negligence. If claim is made

against Seller for such taxes, Seller shall promptly notify Buyer. If seasonably requested by

Buyer in writing, Seller shall, at Buyer's expense, take such action as Buyer may reasonably

direct with respect to such asserted liability and shall not pay such tax except under protest, if

protest is necessary. If payment be made, Seller shall, at Buyer's expense, take such action as

Buyer may reasonably direct to recover such payment and shall, if requested, permit Buyer in

Seller's name to file claim or commence an action to recover such payment. Buyer shall not

be liable for any sales or use taxes pursuant to the provisions of this Article 4 for which it has

not been invoiced within one (1) year from the date of delivery, storage or transfer of any

Aircraft, accessory, equipment, Buyer Furnished Equipment, service, instruction or datum to

which such sales or use taxes apply. The foregoing indemnity shall not extend to any taxes

imposed or assessed on Seller or any other person as a result of any financing transaction that

Seller, or any affiliate of Seller, enters into with respect to the Aircraft, Product, BFE, Service

or Document.

4.2 Customs Duties. In addition to the purchase price of the Aircraft, Buyer shall pay to

Seller on demand the amount of any United States custom duties required to be paid by Seller

with respect to the importation of any items of Buyer Furnished Equipment or any other

accessory, equipment or part of foreign manufacture installed in the Aircraft at Buyer's

request. Seller shall use its best efforts to assist Buyer in obtaining a refund of such customs

duties upon exportation of the Aircraft from the United States or in securing temporary free

importation of such items under bond, to the extent permitted by law. Buyer shall reimburse

Seller for any expenses and hold Seller harmless from any penalties incurred by or imposed

upon Seller as a result of any action taken under this Article 4.2.

ARTICLE 5. Payment.

5.1 Advance Payment Schedule. Advance payment for each Aircraft will be made to Seller

by Buyer as follows:

Due Date of Payment

Amount Due per Aircraft

(Percentage times

Advance Payment Base

Price)

Upon signing the Agreement

1% (less the Deposit)

24 months prior to the first

day of the schedule delivery

month of the Aircraft

21 months prior to the first

day of the scheduled delivery

month of the Aircraft

18 months prior to the first

day of the scheduled delivery

month of the Aircraft

12 months prior to the first

day of the scheduled delivery

month of the Aircraft

9 months prior to the first day

of the scheduled delivery

month of the Aircraft

6 months prior to the first day

of the scheduled delivery

month of the Aircraft

Total

30%

5.2 Payment at Delivery. The Aircraft Price, less Advance Payments received by Seller, is

due on delivery of such Aircraft to Buyer.

5.3 Form of Payments. All payments due hereunder will be made by Buyer to Seller by

unconditional deposit in a bank account in the United States designated by Seller or in other

immediately available funds. All prices and payments set forth in this Agreement are in

United States Dollars.

5.4 Monetary and Government Regulations. Buyer will be responsible for complying with all

monetary control regulations and for obtaining necessary governmental authorizations related

to payments hereunder.

ARTICLE 6. Excusable Delay.

6.1 General. Seller will not be liable for or be deemed to be in default under this Agreement

on account of any delay in delivery of any Aircraft or other performance hereunder arising

out of causes such as: acts of God; war, armed hostilities, riots, fires, floods, earthquakes or

serious accidents; governmental acts or failures to act affecting materials, facilities or

Aircraft; strikes or labor troubles causing cessation, slowdown or interruption of work;

damage to an Aircraft; failure of or delay in transportation; or inability, after due and timely

diligence, to procure materials, systems, accessories, equipment or parts; or arising out of any

other cause to the extent it is beyond Seller's control or not occasioned by Seller's fault or

negligence. A delay resulting from such causes is referred to as an "Excusable Delay". Seller

shall as soon as is reasonably practical notify Buyer if Seller concludes, based on its appraisal

of the facts, that due for any reason the delivery of an Aircraft will be delayed beyond the

scheduled delivery month or delivery date specified in any notice to Buyer from Seller in

accordance with the terms hereof.

6.2 Excusable Delay of 12 Months.

6.2.1 Anticipated Delay. If Seller concludes, based on its appraisal of the facts and normal

scheduling procedures, that due to an Excusable Delay, delivery of an Aircraft will be

delayed more than 12 months beyond the month in which delivery is scheduled, Seller will

promptly so notify Buyer in writing and either party may then terminate this Agreement with

respect to such Aircraft by giving written notice to the other within 15 days after receipt by

Buyer of Seller's notice. Failure of a party to terminate the purchase of an Aircraft for an

Excusable Delay pursuant to this paragraph results in a waiver of that party's right to

terminate the purchase of such Aircraft for any delay in delivery caused by such Excusable

Delay.

6.2.2 Actual Delay. If, due to an Excusable Delay, delivery of an Aircraft is delayed for more

than 12 months beyond the month in which delivery is scheduled, and such right to terminate

has not been waived under paragraph 6.2.1, either party may terminate this Agreement with

respect to such Aircraft by giving written notice to the other within 15 days after the

expiration of such 12-month period.

6.3 Aircraft Damaged Beyond Repair. If, prior to delivery, an Aircraft is destroyed or

damaged beyond economic repair due to any cause, Seller will promptly notify Buyer in

writing and either party may then terminate this Agreement with respect to such Aircraft. If

Seller does not so terminate this Agreement with respect to such Aircraft, such notice will

specify the earliest date reasonably possible, consistent with Seller's other contractual

commitments and production capabilities, by which Seller will deliver a replacement for such

Aircraft. This Agreement will thereupon terminate as to such Aircraft, unless Buyer gives

Seller written notice, within 30 days after receipt of Seller's notice, that Buyer desires the

proposed replacement for such Aircraft.

6.4 Agreement Revision. If an Aircraft is delayed, or destroyed or damaged beyond economic

repair, and this Agreement is not terminated pursuant to this Article, this Agreement will be

appropriately revised. Such revision to the Agreement will be reasonable between Seller and

Buyer.

6.5 Agreement Termination.

6.5.1 Termination under this Article will discharge all obligations and liabilities of Seller and

Buyer hereunder with respect to terminated Aircraft and all related undelivered items and

services, except that Seller will return to Buyer, without interest, all advance payments

related to such Aircraft.

6.5.2 If either party terminates this Agreement as to any Aircraft pursuant to this Article,

Seller may, upon written notice to Buyer within 30 days after such termination, purchase

from Buyer any Buyer Furnished Equipment related to such Aircraft, at the invoice prices

paid, or contracted to be paid, by Buyer.

6.6 Exclusive Rights. The termination rights set forth in this Article are in substitution for any

and all other rights of termination or contract lapse or any other claim arising by operation of

law by virtue of delays in performance covered by this Article.

ARTICLE 7. Changes to the Detail Specification.

7.1 Development Changes. Seller may, at its own expense and without Buyer's consent,

incorporate Development Changes in the Detail Specification and the Aircraft prior to

delivery to Buyer. Development Changes are defined as changes to the basic specification for

Model 717-200 aircraft that do not affect the Aircraft Purchase Price or adversely affect

Aircraft delivery, guaranteed weight, guaranteed performance or compliance with the

interchangeability or replaceability requirements set forth in the Detail Specification. If Seller

makes changes pursuant to this paragraph, Seller will promptly notify Buyer of such changes.

7.2 Change Orders. The Detail Specification and associated provisions of this Agreement

may be amended by Change Order or other written agreement, which will state the particular

changes to be made and any effect on design, performance, weight, balance, time of delivery,

Aircraft Basic Price and Advance Payment Base Price.

ARTICLE 8. Federal Aviation Requirements and Certificates.

8.1 FAA Approval.

Each Aircraft shall at the time of delivery meet the FAA requirements for airworthiness

certification and be so certified under all the conditions set forth in the Detail Specification. It

is further understood and agreed that, except as required by the Detail Specification, each

Aircraft need not meet FAA requirements for specific operation on Buyer's routes.

8.2 FAA Certificates.

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

8.2.1.1 a Type Certificate (transport category) issued pursuant to Part 21 of the Federal

Aviation Regulations for the type of aircraft covered by this Agreement, and

8.2.1.2 a Standard Airworthiness Certificate for each Aircraft issued pursuant to Part 21 of

the Federal Aviation Regulations, which will be provided to Buyer with delivery of the

Aircraft.

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

8.2.3 If the use of either FAA certificate is discontinued prior to delivery of an Aircraft,

references in this Agreement to such discontinued certificate will be deemed references to its

superseding FAA certificate. If the FAA does not issue a superseding certificate, Seller's only

obligation under this paragraph will be to comply with the Detail Specification.

8.2 FAA Manufacturer Changes.

8.2.1 If the FAA, or any other governmental agency having jurisdiction, promulgates a

change in its currently existing requirements to obtain a Standard Airworthiness Certificate

for the Aircraft, which therefore requires any change to the Aircraft, data relating to the

Aircraft, or testing of the Aircraft in order to obtain the Standard Airworthiness Certificate

(Manufacturer Change), such Manufacturer Change will be made prior to delivery of such

Aircraft.

8.2.2 If prior to Aircraft delivery a Manufacturer Change is required to be incorporated in an

Aircraft, it will be incorporated at no charge to Buyer, unless the requirement is promulgated

subsequent to the date of this Agreement, in which case Buyer will pay Seller's charge only

for Aircraft scheduled for delivery to Buyer 18 months or more after the date of this

Agreement.

8.3 FAA Operator Changes.

8.3.1 Seller will deliver each Aircraft with the changes in equipment incorporated (or, at

Seller's sole discretion, with suitable provisions for the incorporation of such equipment) that

is required by Federal Aviation Regulations which (i) are generally applicable with respect to

transport category aircraft to be used in United States certified air carriage and (ii) have to be

complied with on or before the date of delivery of such Aircraft (Operator Changes).

8.3.2 If Operator Changes required from a change in existing regulations are incorporated in

an Aircraft, Buyer will pay Seller's charge applicable to such Aircraft.

8.4 Delays; Changes to this Agreement. If delivery of an Aircraft is delayed due to the

incorporation of a Manufacturer Change or an Operator Change, the delivery of the Aircraft

will be appropriately revised to reflect such delay. This Agreement will also be revised to

reflect appropriate changes in the Aircraft Price, design, performance, weight and balance

due to the incorporation of a Manufacturer Change or an Operator Change.

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

9.1 Office Space at Seller. From a date 12 months prior to delivery of the first Aircraft, and

until the delivery of the last Aircraft, Seller will furnish, without additional charge, suitable

office space and equipment. Seller will use its best reasonable efforts to provide space in its

plant in Long Beach, California for the accommodation of up to five personnel of Buyer. If

such space is not available Seller will provide space conveniently located near its plant.

9.2 Inspection by Buyer. Designated representatives of Buyer may inspect the manufacturing

of the Aircraft at all reasonable times. However, if access to any part of Seller's plant is

restricted by the United States Government, Seller will be allowed a reasonable time to

arrange for inspection elsewhere. All inspections by Buyer's representatives will be

performed so as not to hinder manufacture or performance by Seller.

9.3 Aircraft Flight. Prior to delivery of each Aircraft, Seller shall conduct a technical

acceptance procedure, including ground functional and flight test as may be required to

demonstrate to Buyer the function of the Aircraft and its equipment in accordance with

Seller's production flight test procedures and as necessary to demonstrate compliance with

the Detail Specification and performance guarantees. Seller shall have complete control of all

flights and bear all costs and expenses incident thereto. The aggregate duration of such flights

will be not less than 1-1/2 hours or more than 4 hours. Five persons designated by Buyer may

participate in such flights as observers.

9.4 Test Data. Seller will furnish to Buyer, as soon as practicable, flight test data obtained on

an aircraft of the type purchased hereunder, certified as correct by Seller, to evidence

compliance with any performance guarantees set forth in this Agreement. Any Performance

Guarantee will be deemed to be met if reasonable engineering interpretations and calculations

based on such flight test data establish that the Aircraft would, if actually flown, comply with

such guarantee.

9.5 Special Aircraft Test Requirements. Seller may use the Aircraft for flight and ground tests

prior to delivery to Buyer, without reduction in the Aircraft Purchase Price, if such tests are

deemed necessary by Seller to:

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

Aircraft; or

9.5.2 evaluate aircraft improvement changes that may be offered for production or retrofit

incorporation in any aircraft.

9.5.3 Seller agrees that it will not use the Aircraft for flight test without Buyer's prior written

consent. Such consent by Buyer will not be unreasonable withheld.

9.6 Indemnity. Seller will indemnify and hold harmless Buyer and Buyer's observers from

and against all claims and liabilities, including costs and expenses (including attorneys' fees)

incident thereto, for injury to or death of any person or persons, including employees of

Seller but excluding employees, officers or agents of Buyer, or for loss of or damage to any

property, arising out of or in connection with the operation of the Aircraft during all

demonstration and test flights conducted under the provisions of this Article, whether or not

arising in tort or occasioned in whole or in part by the negligence of Buyer or any of Buyer's

observers, whether active, passive or imputed.

ARTICLE 10. Assignment, Resale or Lease.

10.1 Assignment. This Agreement will inure to the benefit of and be binding upon each of the

parties hereto and their respective successors and assigns. Neither the rights nor the duties of

either party under this Agreement may be assigned or delegated, or contracted to be assigned

or delegated, in whole or part, without the prior written consent of the other party, except

that:

10.1.1 Either party may assign its interest to a corporation that (i) results from any merger or

reorganization of such party or (ii) acquires substantially all the assets of such party;

10.1.2 Seller may assign its rights to receive money; and

10.1.3 Seller may assign all or any part of its rights and obligations under this Agreement to

any wholly owned subsidiary of Seller, provided that Seller will remain fully and solely

responsible to Buyer for all obligations and liabilities as the seller of the Aircraft, and Buyer

will continue to deal exclusively with Seller.

10.1.4 Seller may assign any of its rights and obligations with respect to the training

discussed in Exhibit C to FlightSafety Boeing Training International L.L.C provided Seller

will remain fully and solely responsible to Buyer for all obligations and liabilities with

respect to such training except to the extent actually performed and satisfied by FlightSafety.

10.2 Transfer by Buyer at Delivery. Buyer may, and at Buyer's request Seller will, take any

action reasonably required for the purpose of causing an Aircraft, at time of delivery, to be

subjected to an equipment trust, conditional sale, lien or other arrangement for the financing

by Buyer of such Aircraft. No action taken by either party pursuant to this paragraph,

however, will require Seller to divest itself of title to or possession of such Aircraft until

delivery and payment therefor pursuant to this Agreement.

10.3 Sale by Buyer After Delivery. If, following delivery of any Aircraft, Buyer sells such

Aircraft (including any sale for financing purposes), then all of Buyer's rights with respect to

such Aircraft under this Agreement will inure to the benefit of the purchaser of such Aircraft,

effective upon Seller's receipt of such purchaser's express written agreement, in form

satisfactory to Seller, to be bound by and to comply with all applicable terms, conditions and

limitations of this Agreement.

10.4 Lease by Buyer After Delivery. If, following delivery of any Aircraft, Buyer leases such

Aircraft, Buyer will not assign to the lessee of such Aircraft any rights under this Agreement

without Seller's prior written consent, which consent will not be unreasonably withheld.

10.5 No Increase in Seller Liability. No action taken by Buyer or Seller relating to the

assignment, resale or lease of any Aircraft or this Agreement will subject Seller to any

liability beyond that in this Agreement or modify in any way Seller's obligations under this

Agreement.

10.6 Exculpatory or Indemnity Clause in Post-Delivery Sale or Lease. If, following delivery

of an Aircraft, Buyer sells or leases such Aircraft and obtains from the transferee an

exculpatory or indemnity clause protecting Buyer, Buyer will include the same protection for

Seller.

ARTICLE 11. Termination for Certain Events.

11.1 Termination. This Agreement may be terminated at any time with regard to undelivered

Aircraft and items and unperformed services by notice in writing by either party hereto if the

other party:

11.1.1 Ceases doing business as a going concern, suspends all or substantially all its business

operations (other than temporary shutdowns due to labor disputes or similar causes beyond

the control of Buyer), makes an assignment for the benefit of creditors, is insolvent, or

generally does not pay its debts, or admits in writing its inability to pay its debts; or

11.1.2 Petitions for or acquiesces in the appointment of any receiver, trustee or similar officer

to liquidate or conserve its business or any substantial part of its assets; commences any legal

proceeding such as insolvency, bankruptcy, reorganization, readjustment of debt, dissolution

or liquidation available for the relief of financially distressed debtors; or becomes the object

of any such proceeding, unless such proceeding is dismissed or stayed within a reasonable

period, not to exceed 60 days.

11.2 Repayment of Advance Payments. If this Agreement is terminated with regard to any

Aircraft by Buyer under this Article, Seller will promptly repay to Buyer, without interest,

any advance payments received by Seller from Buyer with respect to such Aircraft.

ARTICLE 12. Product Assurance; Disclaimer and Release; Exclusion of Liabilities;

Customer Support; Indemnification and Insurance.

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

(Product Assurance Document).

12.2 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND

LIABILITIES OF SELLER AND THE REMEDIES OF BUYER SET FORTH IN THE

PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION

FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER

WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL OTHER

RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR

IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY

NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING

PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,

COURSE OF DEALING OR USAGE OF TRADE;

WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER (WHETHER

ACTIVE, PASSIVE OR IMPUTED); AND

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR

DAMAGE TO ANY AIRCRAFT.

12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. SELLER WILL

HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT

(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED

NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR

FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT

TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING

PROVIDED UNDER THIS AGREEMENT.

12.4 Definitions. For the purposes of this Article, the term "SELLER" means THE BOEING

COMPANY, its divisions, subsidiaries and affiliates, the assignees of each, and their

directors, officers, employees and agents.

12.5 Customer Support and Indemnification; Insurance. Seller and Buyer are bound by the

provisions of Exhibit C hereto (Customer Support Document), which includes

indemnification and insurance requirements related to the use of Customer Support Services.

ARTICLE 13. Buyer Furnished Equipment and Spare Parts.

13.1 Buyer Furnished Equipment. Seller and Buyer are bound by the provisions of Exhibit E

(Buyer Furnished Equipment Document), which includes indemnification requirements

related to Buyer Furnished Equipment.

13.2 Purchase of Seller Spare Parts. Seller will sell to Buyer and Buyer will purchase from

Seller materials, spare parts, assemblies, tools and items of equipment relating to the Aircraft

pursuant to Customer Services General Terms Agreement No. 31-1.

ARTICLE 14. Contractual Notices and Requests.

All notices and requests relating to this Agreement will be in English, and may be transmitted

by any customary means of written communication addressed as follows:

Buyer:

Trans World Airlines, Inc.

One City Centre, 19th Floor

515 North 6th Street

St. Louis, Missouri 63101

Attention: Senior Vice President and General Counsel

Seller:

Boeing Commercial Airplane Group

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.

Attention: Vice President - Contracts

Mail Stop 21-34

or to such other address as specified elsewhere herein or as otherwise directed in writing by

either party. The effective date of any such notice or request will be the date on which it is

received by the addressee.

ARTICLE 15. Miscellaneous.

15.1 Government Approval. Seller and Buyer will use their best reasonable efforts to assist

each other in obtaining any United States Governmental agency consents or approvals

necessary or appropriate to effect certification and sale of the Aircraft under this Agreement.

15.2 Headings. Article and paragraph headings used in this Agreement are for convenient

reference only and are not intended to affect the interpretation of this Agreement.

15.3 Entire Agreement; Amendments. This Agreement contains the entire agreement between

the parties concerning the subject matter hereof and supersedes all previous proposals,

understandings, commitments or representations whatsoever, oral or written. This Agreement

may be changed only in writing signed by authorized representatives of Seller and Buyer,

except in the case of certain changes permitted or required by this Agreement.

15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE

LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF

WASHINGTON'S CONFLICTS OF LAWS RULES.

15.5 Negotiated Agreement. This Agreement, including the provisions of Article 12 relating

to DISCLAIMER AND RELEASE, the Exclusion of Consequential and Other Damages, and

the provisions relating to indemnification and insurance set forth in this Agreement, has been

the subject of discussion and negotiation and is fully understood by the parties; the Aircraft

Purchase Price and other agreements of the parties set forth in this Agreement were arrived at

in consideration of such provisions.

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

Trans World Airlines, Inc.

McDonnell Douglas Corporation

a wholly-owned subsidiary of

The Boeing Company

By_________________________

Its_________________________

AIRCRAFT CONFIGURATION

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit A to Purchase Agreement Number 2216

AIRCRAFT CONFIGURATION

Dated ___________________

relating to

MODEL 717-231 AIRCRAFT

The Detail Specification is Boeing Detail Specification CS7172D dated as of even date

herewith. Such Detail Specification will be amended to incorporate the applicable

specification language to reflect the effect of the changes as set forth in the attachment hereto.

As soon as practicable, Seller will furnish to Buyer copies of the Detail Specification, which

copies will reflect the effect of such changes. The Aircraft Basic Price reflects and includes

all effects of such changes of price, except such Aircraft Basic Price does not include the

price effects of changes changing Buyer Furnished Equipment to Seller Purchased

Equipment.

Change Number

Change Description

Price

G0100C007C

Selectable Program Options

G0201C007

Selection of Interior Finish Color, Upholstery and

Exterior Color Scheme

G0253XXXX

Change BFE to SPE

G0320D013

Maximum Takeoff Gross Weight From 114,000 to

118,000 LB and the maximum Taxi Weight From

115,000 to 119,000 LB

183,300

G0320D014

Maximum Landing Weight From 102,000 LB to

110,000 LB

36,600

G0324D002

Maximum Zero Fuel Weight (MZFW) from 96,000 to

100,500 LB

206,200

G2312C001

Addition of 8.33kHz Channel Spacing for VHF

Communication Transceivers

15,200

G2312C002E

Installation of a Third ARINC 716/750 VHF

Communications System Utilizing Existing Partial

Provisions

42,600

G2324C004D

Installation of Buyer-Furnished ARINC 744A Full

Format Printer

29,400

G2324C008

Installation of a Communications Management Unit

(CMU) Mark2 Utilizing Existing Partial Provisions

56,900

G2460C001A

Installation of Spare Wires (Category I, II and IV)

17,100

G2500C027B

Installation of a Custom TBD-Passenger Interior

Arrangement

14,000

G2500C029

Custom Airline Soft Good Finish Materials

21,200

G2515C009A

Installation of Rotary Buckle on the Crotch Strap in

Lieu of the Lap Belt on Captain and First Officer

G2524C007

Installation of a Soft Class Divider

33,700

G2525C003

Installation of Asymmetrical Bagracks

66,200

G3131C004C

Installation of an Allied Signal FDAMS / DFDAU Unit

(Aircraft Condition Monitoring System) Utilizing

Prerequisite Provisions

39,500

G3131C006B

Installation of Complete Provisions for an Aircraft

Condition Monitoring System (ACMS)

34,900

G3344C002B

Installation of Wing Tip Mounted Logo Lights Utilizing

Existing Partial Provisions

8,500

G3520C002A

Installation of 4-Person Oxygen Insert Assemblies

Above Each Triple Passenger Seat Assembly and 3-

Person Oxygen Insert Assemblies Above Each Double

Passenger Seat Assembly

7,100

G5115C006

Addition of Polyurethane Finish to Lower Fuselage

(Color TBD)

G5342C002B

Install Additional Passenger Seat Tracks

53,200

Grand Total

$865,600

PRODUCT ASSURANCE DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit B to Purchase Agreement Number 2216

PRODUCT ASSURANCE DOCUMENT NO. 2216

Dated

Relating to

MODEL 717-231 AIRCRAFT

This Product Assurance Document is Exhibit B to and forms a part of Purchase Agreement

No. 1910 between the McDonnell Douglas Corporation a wholly owned subsidiary of the

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of

Seller Model 717-231 aircraft. This Product Assurance Document consists of the following

parts:

PART A

Seller Warranty

PART B

Warranty Repairs and

Modifications by Buyer

PART C

Seller Service Life Policy

PART D

Seller Indemnity Against

Patent Infringement

PART D-1

Seller Indemnity Against

PART E

Supplier Warranties and

Patent Indemnities

PART F

Engine Manufacturer

Warranties

PART G

Seller Interface Commitment

PART H

General

PART A

SELLER WARRANTY

1. Warranties.

Subject to the exceptions set forth herein, Seller warrants that, at the time of delivery, each

Aircraft, including all installed systems, accessories, equipment and parts, will:

1.1 conform to the Detail Specification, as it may be changed pursuant to this Agreement,

except such portions stated to be estimates, approximations, design objectives, or design

criteria, or described as not guaranteed;

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

1.3 be free from defects in design, including selection of (i) materials and (ii) process of

manufacture, in view of the state of the art at the time of design.

For purposes of this Seller Warranty, nonconformance with the Detail Specification, defects

in material or workmanship and defects in design may hereinafter be called "defects" or a

"defect", and the term "system", "accessory", "equipment" or "part" may hereinafter be called

"item" or "items."

2. Exceptions.

The warranties above will not apply to BFE. The warranty above covering material and

workmanship and the warranty above covering design will not apply to Engines or to any

other item purchased by Seller but not manufactured to Seller's detailed design. However, any

defect in the Seller workmanship installing such BFE, Engines or other items in an Aircraft

will constitute a defect in workmanship.

3. Survival of Warranties.

Neither the warranty of conformance to the Detail Specification applicable to Engines and

other items purchased by Seller but not manufactured to Seller's detailed design, nor any

Performance Guarantees, will survive delivery of the Aircraft. The remaining warranties set

forth herein will survive delivery of the Aircraft, subject to the limitations and conditions set

forth herein.

4. Warranty Periods and Claims.

4.1 The warranty periods are:

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

each Aircraft, and

4.1.2 As to a defect in material, workmanship or design in any item, 36 months after delivery

of each Aircraft in which such item was initially installed.

4.2 Seller's Product Assurance Regional Manager at Renton, Washington must receive the

warranty claim in writing at the earliest practicable time after the defect becomes apparent

but in no event later than 90 days after expiration of the applicable warranty period.

4.3 Such warranty claim must include the data set forth below and, if requested by Seller,

reasonable evidence that the claimed defect did not result from any act or omission of Buyer.

4.3.1 Identity of the item or Aircraft involved, including Seller part number, serial number if

applicable, nomenclature and the quantity claimed to be defective;

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

4.3.3 Date the claimed defect became apparent which will be the date such defect was

discovered by Buyer or the warranty date set forth in a Seller service bulletin or service letter,

whichever date occurs first; and

4.3.4 Description of the claimed defect and circumstances, including Seller service bulletin or

Seller service letter number if claim involves a service bulletin or letter.

4.4 Upon completion of Seller's warranty claim investigation, including examination of any

item or Aircraft returned to Seller, Seller will provide a written disposition of its warranty

claim findings to Buyer. In the event Seller must reject Buyer's warranty claim, Seller will

provide reasonable substantiation of such rejection in its disposition.

5. Remedies.

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

5.1 As to a defect in conformance to the Detail Specification, the correction at Seller's

expense of such defect; provided, however, that Seller will not be obligated to correct any

defect that has no material adverse effect on the maintenance, use or operation of the Aircraft.

The warranty period for the corrected item will be the unexpired warranty period for the

defective item.

5.2 As to a defect in material or workmanship, (i) the repair at Seller's expense of such defect

or, (ii) at Seller's option, the replacement of such item with a similar item free from defect or

the issuance of a credit memorandum to reimburse Buyer for a spare part previously

purchased from Seller as the replacement for such defective item. The warranty period for

either correction will be the unexpired warranty period for the defective item.

5.3 As to a defect in design, the correction at Seller's expense of such defect. The warranty

period for such correction is 18 months from receipt by Buyer of corrective material or the

end of the original design warranty period for the defective item, whichever is later.

5.4 Seller will issue a credit memorandum to reimburse Buyer at the Warranty Labor Rate for

the direct labor hours required for removal from the Aircraft of a defective item and the

reinstallation in the Aircraft of the corrected item.

6. Returned Items.

Unless otherwise provided in this Agreement, the Aircraft or item claimed to be defective

must be returned to Seller as soon as practicable. Buyer may also provide specific technical

repair or correction instructions with such return. The absence of such instructions will

evidence Buyer's authorization for Seller to proceed using Seller information and data. The

following criteria will apply with respect to return of Aircraft or items to Seller:

6.1 As to Aircraft:

6.1.1 An Aircraft may be returned only if

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

Warranty, and

6.1.1.2 Buyer does not have the capability to perform, nor is it practical for Seller personnel

to perform, the warranty work away from Seller's facilities.

6.1.2 All warranty work will be performed at Seller's expense, with reasonable efforts to

minimize Aircraft out-of-service time. In addition, Seller will reimburse Buyer by issuing a

credit memorandum for the cost of fuel, oil and landing fees incurred in ferrying the Aircraft

to Seller's facilities and in ferrying the Aircraft back to Buyer's facilities. Buyer will minimize

the length of both ferry flights.

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

standard rates.

6.1.4 A separate agreement based on Seller's then-standard form will be entered into to cover

the return of and work on such Aircraft.

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

6.2.1 All warranty work will be performed at Seller's expense, with reasonable efforts to

minimize item out-of-service time for items returned.

6.2.2 Seller's turnaround-time objectives for repair or replacement are: 10 working days for

avionic and electronic items and 30 working days for other items when corrected at Seller's

facilities, or 40 working days when corrected at the facilities of a Seller subcontractor.

Turnaround time starts the date Seller receives the returned item, together with Buyer's

warranty claim describing the work, and ends the date of shipment by Seller of such item. If a

turnaround-time objective is not achieved and a resultant critical parts shortage is experienced

by Buyer, and Buyer has procured spare parts for such item in accordance with the Seller

Recommended Spare Parts List, Seller will, upon request from Buyer, either:

6.2.2.1 expedite repair or replacement of the item or

6.2.2.2 provide a similar item on a no-charge loan or no-charge lease basis until the repaired

or replaced item is provided to Buyer.

6.2.3 The freight charge for shipment to Seller of any item will be paid by Buyer; however,

Seller will reimburse Buyer by issuing a credit memorandum for such charge for any item

determined to be defective under this Seller Warranty. The freight charge for the return

shipment to Buyer of any such defective item which has been repaired, replaced or corrected

pursuant to this Seller Warranty will be paid by Seller.

6.3 Title to and risk of loss of any Aircraft or item returned to Seller will at all times remain

with Buyer and/or any other owner of such Aircraft or item, except that at the time Seller

ships a replacement item to Buyer, title to and risk of loss (i) for the returned item will pass to

Seller and (ii) for the replacement item will pass to Buyer. While Seller has care, custody and

control of an Aircraft or item, Seller will have only such liabilities as a bailee for mutual

benefit would have, but will not be liable for loss of use.

7. Nonrepairable Items.

Buyer may scrap any defective nonrepairable item having a then-current Seller spare part

selling price of $2,000 or less and make a claim for a replacement item. For a defective

nonrepairable item having a then-current Seller spare part selling price greater than $2,000,

an authorized Seller representative must confirm the nonrepairability of any such item.

Buyer's claim for an item with a spare part selling price exceeding $2,000 must include such

confirmation.

8. Reimbursement for Certain Inspection Labor Costs.

8.1 In addition to the remedies set forth in this Seller Warranty, Seller will reimburse Buyer

by issuing a credit memorandum at the Warranty Labor Rate for the direct labor hours

expended by Buyer in performing inspections of the Aircraft to determine whether or not a

covered defect exists in any system, accessory, equipment or part manufactured to Seller's

detailed design, provided that:

8.1.1 such inspections are recommended by a Seller service bulletin or service letter issued by

Seller within 36 months after delivery of such Aircraft, and

8.1.2 such reimbursement will not apply to any inspections performed as an alternative to

accomplishing corrective action when such corrective action is available to Buyer at the time

such inspections are performed.

8.2 If a covered defect is determined to exist as a result of the foregoing inspections, the

remedies under this Seller warranty will apply to Aircraft in warranty as of the warranty date

set forth in the applicable Seller service bulletin or service letter or the date the defect was

discovered by Buyer, whichever date occurs first.

9. Wear and Tear.

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

defect.

10. Disclaimer and Release; Exclusion of Liabilities.

This Part A and the rights and remedies of Buyer and obligations of Seller herein are subject

to the Disclaimer and Release and Exclusion of Consequential and Other Damages provisions

of Article 12 of this Agreement.

11. Buyer's Indemnification of Seller.

The provisions of Part E, "Buyer's Indemnification of Seller and Insurance" of Exhibit C, will

apply to all warranty work performed by Seller hereunder in accordance with Buyer's specific

technical repair or correction instructions, to the extent any legal liability of Seller is based

upon the content of such instructions.

PART B

WARRANTY REPAIRS AND MODIFICATIONS BY BUYER

1. General.

To expedite the return to service of any defective Aircraft or systems, accessories, equipment

and parts (items) that Seller is obligated to correct under the Seller Warranty, repairs and

modifications may, at Buyer's option, be performed by Buyer (work) and charged to Seller,

subject to the following:

2. Scope.

This option applies only to items manufactured to Seller's detailed design. The warranty and

notice periods and all other conditions and limitations applicable to the Seller Warranty apply

to this option.

3. Repairs and Modifications.

All work will be performed in accordance with Seller's written instructions, using parts and

materials as may be furnished by Seller and/or Seller approved parts and materials as may be

furnished by Buyer.

4. Claims for Reimbursement.

Buyer's claim for reimbursement must be submitted in writing to Seller promptly after

completion of the work. Such claim must include the data set forth in paragraph 4.3 of Part A

of this Exhibit B and the following:

4.1 Description of the work performed by Buyer;

4.2 Date work was completed by Buyer;

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

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

5. Reimbursement.

Upon approval of Buyer's claim for reimbursement, Seller will reimburse Buyer by issuing a

credit memorandum as follows:

5.1 Direct Labor.

At the Warranty Labor Rate specified herein for labor hours expended by Buyer's direct labor

employees in performing the work, including removal, disassembly, inspection, bench

testing, warrantable repair or modification, reassembly, final inspection, and reinstallation,

but not to exceed Seller's reasonable estimate of required labor hours, unless a greater number

of direct labor hours is established by agreement between Seller and Buyer, and excluding

time for overhaul.

5.2 Direct Materials.

At the invoice cost to Buyer for all direct materials incorporated in the work, excluding (i)

materials used for overhaul, (ii) materials furnished by Seller at no charge, (iii) materials

which exceed Seller's reasonable estimate of required materials, and (iv) allowances for

handling, overhead, taxes, customs duties and the like.

5.3 Warranty Labor Rate.

The Warranty Labor Rate is $43.70 (1998 $ STE) per hour or 150% of Buyer's average direct

hourly labor rate, whichever is greater. For this purpose, "average direct hourly labor rate" is

defined as the average hourly rate (excluding all fringe benefits, premium-time allowances,

social charges, business taxes and the like) paid by Buyer to Buyer's employees whose jobs

are directly related to the performance of the work. Prior to or concurrently with submittal of

Buyer's first claim for labor reimbursement, Buyer will notify Seller of Buyer's then-current

average direct hourly labor rate, and thereafter notify Seller of any material change in such

rate. Seller may require data from Buyer to substantiate such rates.

5.4 Limitation.

The total reimbursement with respect to the direct labor and direct materials incorporated in

the work, will not exceed 65% of Seller's then-current sales price for the item unless a greater

percentage is established for a particular item by written agreement between Seller and

Buyer.

All claims for reimbursement will be subject to audit by Seller. Seller will promptly notify

Buyer of Seller's disposition of each claim submitted hereunder.

6. Replaced Parts.

If component parts of any assembly are replaced by Buyer, the replaced parts will be tagged

with the assembly part number, the serial number and the warranty claim number and

retained for a period of 60 days following the date of submittal of Buyer's claim, so as to be

made available for Seller's inspection. Such parts may be scrapped after such 60-day period.

PART C

SELLER SERVICE LIFE POLICY

1. Definitions.

1.1 "Airframe Component" means any of the primary structural elements of the wing,

fuselage, or vertical or horizontal stabilizer set forth in Attachment A hereto and installed in

an Aircraft at the time of delivery.

1.2 "Landing Gear Component" means any of the primary structural elements of the landing

gear set forth in Attachment A and installed in an Aircraft at the time of delivery.

1.3 "Spare Component" means any component set forth in Attachment A that was furnished

to Buyer pursuant to this Policy or purchased by Buyer from Seller as a spare part.

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

Spare Component.

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

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

2. Service Life Policy.

If a Failure occurs in any Covered Component within the following periods, Seller will

promptly, at a price calculated pursuant to this Policy, either (i) design and furnish to Buyer

materials required to correct the Failed Component or (ii) furnish to Buyer a replacement

Covered Component:

2.1 As to any Airframe Component or Landing Gear Component, within 12 years after

delivery of the Aircraft in which such component was initially installed; or

2.2 As to any Spare Component, within 12 years after delivery of such Spare Component, or

within 12 years after delivery by Seller of the last new Model 717 aircraft to Buyer,

whichever first expires.

3. Price.

The price that Buyer will pay for the correction or replacement of a Failed Component will be

calculated pursuant to the following formula:

P = CT

144

where:

price to Buyer

C =

Seller spare parts sales price at time of correction or

replacement

total age in months of the Failed Component from the date of

delivery to Buyer to the date of Failure.

4. Conditions and Limitations.

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

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

Buyer.

4.2 Buyer must provide reasonable evidence that the claimed Failure is covered by this Policy

and if requested by Seller, that such Failure was not the result of (i) the breakage of or a

defect in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or

omission of Buyer, or (iv) operation or maintenance contrary to applicable regulations or

Seller's instructions.

4.3 If return of a Failed Component is practicable and requested by Seller, Buyer will return

such Failed Component to Seller at Seller's expense frieght collect.

4.4 Buyer's rights and remedies under this Policy are limited to the receipt of corrective

materials or replacement components at prices calculated in accordance with this Policy.

5. Disclaimer and Release; Exclusion of Liabilities.

This Part C and the rights and remedies of Buyer and the obligations of Seller herein are

subject to the Disclaimer and Release and Exclusion of Consequential and Other Damages

provisions of Article 12 of this Agreement.

COVERED AIRFRAME AND LANDING GEAR COMPONENTS

(1) Pylons

(a) Front engine mount yoke

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

(d) Aft engine mount to pylon attach fitting

(e) Upper and lower skin and stiffeners between spars

(f) Pylon to fuselage attach angles and fittings

(2) Wings

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

(b) Upper and lower stringers and skin between spars

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

(e) Ribs in the wing

(f) Wing to fuselage attach tee

(g) Wing flap attach fittings

(3) Fuselage

(a) External surface skins and doublers, longitudinal stiffeners, longerons and circumferential

rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar

bulkhead, and structural support and enclosure for the APU but excluding all system

components and related installation and connecting devices, insulation, lining, and decorative

panels and related installation and connecting devices.

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

excluding door mechanisms and movable hinge components. Sills and frames around the

body openings for the passenger doors, cargo doors and emergency exits, excluding scuff

plates and pressure seals.

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

bulkheads, and the gear support structure.

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

support structure.

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

seat tracks.

(g) Forward and aft pressure bulkheads.

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

bulkhead, including splices.

(i) Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and

rear spar support bulkheads including terminal fittings but excluding all system components

and related installation and connecting devices, insulation, lining, decorative panels, and

related installation and connecting devices.

(4) Empennage

(a) Vertical stabilizer spars and skin between spars

(b) Aft fuselage vertical stabilizer carry-through structure

(5) Main Landing gear

(a) Outer cylinder

(b) Piston/axle

(d) Fixed side brace

(e) Orifice support tube

(6) Nose Landing gear

(a) Housing

(b) Piston

(d) Orifice support tube

(e) Cylinder

NOTE: The Service Life Policy does not cover any bearings, bolts, bushings, clamps,

brackets, actuating mechanisms or latching mechanisms used in or on the Covered

Components.

PART D

SELLER INDEMNITY AGAINST PATENT INFRINGEMENT

1. Indemnity.

Subject to the provisions of this Part D, Seller will indemnify and hold harmless Buyer from

and against all claims, suits, actions, liabilities, damages and costs arising out of actual or

alleged infringement, by any Aircraft or any system, accessory, equipment or part (item)

installed thereon at the time of Aircraft delivery, of any patent issued under the laws of any

country in which Buyer lawfully operates the Aircraft (Country).

2. Exceptions.

2.1 This indemnity will not apply unless, from the time of design of the allegedly infringing

Aircraft or item until the resolution of the infringement claim, the Country and flag country

of the Aircraft: (i) are fully bound by the Chicago Convention on International Civil Aviation

of December 7, 1944, and are fully entitled to all benefits of Article 27 thereof, or (ii) have

been parties to the International Convention for the Protection of Industrial Property (Paris

Convention), or (iii) are the United States.

2.2 This indemnity will not apply to Buyer Furnished Equipment, Engines, any system,

accessory, equipment or part that was not manufactured to Seller's detailed design, or to any

system, accessory, equipment or part manufactured to Seller's detailed design without Seller's

authorization.

3. Conditions and Limitations.

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

3.1 Buyer must give Seller written notice within 10 days after Buyer receives notice of a suit

or action against Buyer alleging infringement or within 20 days after Buyer receives a written

claim of infringement.

3.2 Following receipt of such notice Seller may conduct negotiations with any party claiming

infringement and may intervene in any suit or action. Whether or not Seller intervenes, Seller

will be entitled at any stage of the proceedings to assume or control the defense.

3.3 Buyer will (i) promptly furnish to Seller all data, records and assistance within Buyer's

control which are material to any such claim, suit or action and (ii) (except as to amounts

mandated by a judgment) obtain Seller's prior approval to pay or assume any liabilities,

damages, royalties or costs.

3.4 Seller's obligations and Buyer's remedies herein exclude Buyer's incidental or

consequential damages and liabilities, costs, loss of revenue or loss of profit resulting from

loss of use, but include, at Seller's option, replacing the infringing item with an equivalent

non infringing unit or otherwise curing any infringement on account of which use of the

Aircraft by Buyer is prevented.

3.5 Seller's obligations and Buyer's remedies herein are exclusive and in substitution for, and

Buyer hereby waives, releases and renounces, all other indemnities, obligations and liabilities

of Seller and any assignee of Seller, and all other rights, remedies and claims, including

claims for damages, direct, incidental or consequential, of Buyer against Seller or any

assignee of Seller, express or implied, arising by law or otherwise, with respect to any actual

or alleged patent infringement or the like by any Aircraft or any item installed therein.

PART D-1

SELLER INDEMNITY AGAINST COPYRIGHT INFRINGEMENT

1. Indemnity.

Subject to the following, Seller will indemnify Buyer with respect to claims, suits, damages

and costs arising out of copyright infringement by any computer software included with the

Aircraft when the Aircraft is first delivered by Seller (Aircraft Software).

2. Exceptions, Limitations and Conditions.

2.1 Seller will have no obligation to indemnify Buyer relative to Buyer Furnished Equipment,

engines, software not manufactured to Seller's detailed design, or software manufactured to

Seller's detailed design without Seller's written authorization.

2.2 Seller's obligation to indemnify Buyer is limited to infringements (a) in countries where

Buyer lawfully operates the Aircraft (Countries), (b) where, from the time of creation of the

allegedly infringing software until the resolution of the infringement claim, the Countries and

flag country of the Aircraft are members of The Berne Union and recognize computer

software as a "work" under The Berne Convention, and (c) in the United States.

2.3 Seller will have no obligation or liability for loss of use, revenue or profit, or for any

other incidental or consequential damages.

2.4 Seller may, at its option, replace any infringing or allegedly infringing Aircraft Software

(or item containing Aircraft Software) with a noninfringing equivalent.

2.5 Buyer must inform Seller in writing (a) within 10 days after Buyer receives notice of a

suit or other formal action against Buyer alleging copyright infringement involving Aircraft

Software and (b) within 30 days after Buyer receives any written allegation or claim in the

nature of copyright infringement involving Aircraft Software.

2.6 Seller may negotiate with any party claiming infringement and may intervene or assume

control of the defense at any stage in any infringement suit or action.

2.7 Buyer will promptly furnish to Seller all data, records and assistance within Buyer's

possession or control which may be material to any copyright infringement claim, suit or

action relating to Aircraft Software.

2.8 Other than as required by a final judgment entered by a court of competent jurisdiction,

Buyer will not make any payment or commitment to pay, assume any obligation, or make any

material concession relative to any copyright infringement for which Seller may otherwise be

obligated.

2.9 The obligations of Seller and remedies of Buyer set forth in this Part are exclusive and in

substitution for, and Buyer hereby waives, releases and renounces, all other indemnities,

obligations, and liabilities of Seller and all other rights, claims and remedies of Buyer against

Seller, express or implied, arising by law or otherwise, with respect to any actual or alleged

PART E

SUPPLIER WARRANTIES AND PATENT INDEMNITIES

1. Supplier Warranties and Supplier Patent Indemnities.

Seller will use diligent efforts to obtain adequate warranties and indemnities against patent

infringement enforceable by Buyer from manufacturers (Suppliers) of systems, accessories,

equipment or parts installed on the Aircraft at the time of delivery that were selected and

purchased by Seller, but not manufactured to Seller's detailed design. Seller will furnish

copies of such warranties and patent indemnities to Buyer prior to delivery of the first

Aircraft.

2. Seller Assistance in Administration of Supplier Warranties.

Buyer will be responsible for submitting warranty claims directly to Suppliers; however, if

Buyer experiences problems enforcing any Supplier warranty obtained by Seller for Buyer,

Seller will conduct an investigation of such problems and assist Buyer in the resolution of

such claims.

3. Seller Support in Event of Supplier Default.

3.1 If any Supplier defaults in the performance of a material obligation under a design,

material or workmanship warranty obtained by Seller for Buyer, and Buyer provides

evidence to Seller that such default has occurred, then the equivalent warranty and related

provisions set forth in this Product Assurance Document will apply to the claimed defect.

3.2 At Seller's request, Buyer will assign to Seller, and Seller will be subrogated to, Buyer's

rights against the manufacturer providing such Supplier warranty.

PART F

ENGINE MANUFACTURER'S WARRANTY

AND PRODUCT SUPPORT PLAN

Seller has obtained from BMW Rolls Royce (BRR) the right to extend to Buyer the

provisions of BRR's product support plan for customers purchasing BRR700-715A1-30

Powered 717 Type Aircraft; subject, however, to Buyer's acceptance of the conditions set

forth in said product support plan. Accordingly, Seller hereby extends to Buyer, and Buyer

hereby accepts, the provisions of such product support plan applicable to such BRR700-

715A1-30 engine(s) ("Engine(s)," including all "Parts" thereof), and such product support

plan shall apply to Engines installed in the Aircraft at the time of delivery; provided that

Buyer may, by notice given to Seller and BRR, elect to substitute for such product support

plan any separate agreement effective between Buyer and BRR in which case, Buyer hereby

releases and discharges Seller and BRR from any and all claims, obligations and liabilities

whatsoever arising out of the purchase or use of said installed Engines except as expressly

assumed by BRR in such separate agreement for such product support plan.

PART G

SELLER INTERFACE COMMITMENT

1. Interface Problems.

If Buyer experiences technical problems in the operation of an Aircraft or its systems, the

cause of which is not readily identifiable by Buyer but which Buyer believes to be

attributable to the design characteristics of the Aircraft or its systems (Interface Problem),

Seller will, without additional charge to Buyer, promptly conduct an investigation and

analysis to determine the cause or causes of the Interface Problem and to recommend such

corrective action as may be feasible. Buyer will furnish to Seller all data and information in

Buyer's possession relevant to the Interface Problem, and will cooperate with Seller in the

conduct of investigations and tests. Seller will promptly advise Buyer at the conclusion of its

investigation of Seller's opinion as to the causes of the Interface Problem and Seller's

recommendation as to corrective action.

2. Seller Responsibility.

If Seller determines that the Interface Problem is primarily attributable to the design of any

item manufactured to Seller's detailed design, Seller will correct the design of such item to

the extent of any then-existing obligations of Seller under the provisions of the applicable

Seller Warranty or Seller Service Life Policy.

3. Manufacturer Responsibility.

If Seller determines that the Interface Problem is primarily attributable to the design of an

item not manufactured to Seller's detailed design, Seller will assist Buyer in processing a

warranty claim against the manufacturer of such item.

4. Joint Responsibility.

If Seller determines that the Interface Problem is partially attributable to the design of an item

manufactured to Seller's detailed design and partially to the design of an item not

manufactured to Seller's detailed design, Seller will seek a solution to the Interface Problem

through the cooperative efforts of Seller and the manufacturer of the other item and will

promptly advise Buyer of resulting corrective actions and recommendations.

5. General.

Buyer will, if requested by Seller, assign to Seller any of Buyer's rights against any

manufacturer as Seller may require to fulfill its obligations hereunder.

6. Disclaimer and Release; Exclusion of Liabilities.

This Part G and the rights and remedies of Buyer and the obligations of Seller herein are

subject to the Disclaimer And Release and Exclusion of Consequential and Other Damages

provisions of Article 12 of this Agreement.

PART H

GENERAL

1. Duplicate Product Assurance Remedies.

Seller will not provide or be requested to provide multiple remedies for any claim made

pursuant to the provisions of this Product Assurance Document.

2. Notices.

References to "Seller" in connection with notices or communications throughout this Product

Assurance Document mean Seller's Product Assurance Regional Manager at Renton,

Washington.

CUSTOMER SUPPORT DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC

Exhibit C to Purchase Agreement Number 2216

CUSTOMER SUPPORT DOCUMENT NO. xxxx

Dated __________________

Relating to

MODEL 717 AIRCRAFT

This Customer Support Document is Exhibit C to and forms a part of Purchase Agreement

No. 2216 between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase of

Seller Model 717 aircraft. This Customer Support Document consists of the following parts:

PART A

Seller Maintenance Training Program

PART B

Seller Customer Support Services

PART C

Seller Flight Training Program

PART D

Technical Data and Documents

PART E

Buyer's Indemnification of Seller and

Insurance

PART F

Alleviation or Cessation of Performance

PART A

SELLER MAINTENANCE TRAINING PROGRAM

1. General.

1.1 Seller will provide maintenance training and flight training programs to support the

introduction of a specific model of aircraft into service. The training programs will consist of

general and specialized courses.

1.2 Seller will conduct all training at Seller's primary training facility for the model of aircraft

purchased unless otherwise agreed.

1.3 All training will

be presented in the English language. If translation is required, Customer

will provide interpreters.

1.4 Customer will be responsible for all expenses of Customer's personnel. Seller will

transport Customer's personnel between their local lodging and Seller's training facility.

1.5 If any part of the training described in this Exhibit is not used by Customer within 12

months after the delivery of the last aircraft under the relevant purchase agreement, Seller

will not be obligated to provide such training.

1.6 Buyer's maintenance instructors and engineers may access an Aircraft in the factory

and/or on the flight line for training provided that such access does not adversely affect the

production or delay delivery of an Aircraft.

2. Maintenance Training Planning Conference.

Customer and Seller will conduct planning conferences approximately 12 months before

delivery of the first Aircraft, or as otherwise agreed, to develop and schedule a customized

Customer Support Program to be furnished by MDC in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the

entitlements summarized below.

3. Maintenance Training Program.

Maintenance Training - Seller shall provide instructor time for a combination of factory and

field training up to thirty-four man-weeks. Maintenance training will be conducted to the

Maintenance Instructor/Engineer level as required by Buyer.

3.1 Executive General Familiarization Course

3.2 Airplane General Familiarization Course

3.3 Ramp and Transit Maintenance Course

3.4 Airframe and Power Plant Line and Base Course

3.5 Electrical and Avionics Line and Base Course

3.6 Specialized Courses

4. Post Delivery Practical Observation

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

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

If requested prior to the conclusion of the Maintenance Training Planning Conference, Seller

will conduct the classroom training described above (except for the Advanced Composite

Repair Course at a mutually acceptable alternate training site, subject to the following

conditions:

5.1 Buyer will be responsible for providing acceptable classroom space and training

equipment required to present the Seller courseware.

5.2 Buyer will pay Seller's then-current per diem charge for each Seller instructor for each

day, or fraction thereof, such instructor is away from their home location, including travel

time.

5.3 Buyer will reimburse Seller for round-trip transportation for Seller's instructors and

training materials between the primary training facility and such alternate training site.

5.4 Buyer will pay, or reimburse Seller for, all taxes, fees, duties, licenses, permits and

similar expenses incurred by Seller or its employees as a result of Seller's providing the

training at such alternate siteor incurred as a result of Seller providing revenue service

training; and

5.5 Those portions of training that require the use of training devices not available at the

alternate site will be conducted at Seller's facility or at some other alternate site.

6. Supplier Training.

The Maintenance Training includes sufficient information on the location, operation and

servicing of Aircraft equipment, accessories and parts provided by suppliers to support line

maintenance functions.

If Buyer requires additional maintenance training with respect to any supplier-provided

equipment, accessories or parts, Buyer will schedule such training directly with the supplier.

If Buyer experiences difficulty in scheduling such training, Seller will, if requested, assist

Buyer in coordinating and scheduling such training.

7. Student Training Material.

Training materials will be provided to each student. In addition, one set of training materials

used in Seller's training program, including visual aids, Computer Based Training

Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be

provided for use in Customer's own training program. Items will be provided without revision

service. All maintenance training materials will be customized to reflect Buyer's

configuration of the Aircraft and will be provided (as available) in digital format in addition

to the other media provided. Corrections to training material will be incorporated in both

print and digital media (if provided) in a timely manner.

8. Course Completion Records.

At the completion of the Maintenance Training, Seller will provide Buyer with course

completion records consisting of the following:

8.1 Master copies of all examinations given.

8.2 Attendance and examination records for each student.

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

PART B

SELLER CUSTOMER SUPPORT SERVICES

1. General.

This Part describes the support services to be provided by Seller at no additional charge to

Buyer, unless otherwise specified herein. Except with respect to Field Services the services

described in this Part will be provided by Seller during a period commencing with delivery of

the first Aircraft and continuing so long as one Aircraft is regularly operated by Buyer in

commercial air transport service.

2. Field Service Engineering.

Seller will furnish field service representation to advise Buyer on maintenance and operation

of the Aircraft (Field Services) as follows:

2.1 Field Services will be available to Buyer at or near Buyer's main maintenance or

engineering facility beginning before the scheduled delivery month of the first aircraft and

ending 12 months after delivery of the last aircraft covered by a specific purchase agreement.

2.2 Buyer will furnish at no charge to Seller suitable furnished office space and office

equipment at the location where Seller is providing Field Service Representatives. As

required, Buyer will assist each representative providing Field Services with visas, work

permits, customs, mail handling, identification passes, and formal introduction to local airport

authorities.

2.3 Seller Field Service Representatives are assigned to various airports around the world.

Whenever Customer's aircraft are operating through any such airport, the services of Seller's

Field Service Representatives are available to Customer.

3. Additional Engineering Support Services.

Seller will, if requested by Buyer in writing, provide technical advisory assistance with

respect to the Aircraft and accessories, equipment and parts manufactured to Seller's detailed

design and installed in the Aircraft at the time of delivery. Technical advisory assistance,

provided from the Seattle area or at a base designated by Customer as appropriate, will

include:

3.1 Operational Problem Support. If Customer experiences operational problems with an

aircraft, Seller will analyze the information provided by Customer to determine the probable

nature and cause of the problem and to suggest possible solutions.

3.2 Schedule Reliability Support. If Customer is not satisfied with the schedule reliability of a

specific model of aircraft, Seller will analyze information provided by Customer to determine

the nature and cause of the problem and to suggest possible solutions.

3.3 Maintenance Cost Reduction Support. If Customer is concerned that actual maintenance

costs of a specific model of aircraft are excessive, Seller will analyze information provided

by Customer to determine the nature and cause of the problem and to suggest possible

solutions.

3.4 Aircraft Structural Repair Support. If Customer is designing structural repairs and desires

Seller's support, Seller will analyze and comment on Customer's engineering releases relating

to structural repairs not covered by Seller's Structural Repair Manual.

3.5 Aircraft Modification Support. If Customer is designing aircraft modifications and

requests Seller's support, Seller will analyze and comment on Customer's engineering

proposals for changes in, or replacement of, systems, parts, accessories or equipment

manufactured to Seller's detailed design. Seller will not analyze or comment on any major

structural change unless Customer's request for such analysis and comment includes complete

detailed drawings, substantiating information (including any information required by

applicable government agencies), all stress or other appropriate analyses, and a specific

statement from Customer of the substance of the review and the response requested.

4. Special Services.

4.1 Facilities, Ground Equipment and Maintenance Planning Assistance.

a. Upon request, Seller will visit Customer's main base to evaluate aircraft maintenance

facilities, develop recommendations and assist in maintenance planning.

b. Aircraft Maintenance Task Oriented Support System (AMTOSS) which provides a

numerical identity for maintenance procedures normally conducted in an airline maintenance

program.

4.2 Additional Services.

Seller may, at Buyer's request, provide additional special services with respect to the Aircraft

after delivery, which may include such items as Master Changes (Kits and/or Data), training

and maintenance and repair of the Aircraft. Providing such additional services will be subject

to (i) mutually acceptable price, schedule and scope of work and (ii) Seller's then-current

standard contract therefor, including disclaimer and release, exclusion of consequential and

other damages and indemnification and insurance requirements.

4.3 Post-Delivery Aircraft Services.

If Seller performs unanticipated work on an Aircraft after delivery of such Aircraft, but prior

to its initial departure flight, or upon its return to Seller's facilities prior to completion of such

flight, the following provisions will apply:

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

4.3.2 The provisions of the Seller Warranty set forth in Exhibit B of this Agreement will

apply to such work.

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

Seller Warranty applicable to the Aircraft.

4.3.4 The disclaimer and Release and Exclusion of Consequential and Other Damages

provisions set forth in Article 12 of this Agreement and the indemnification and insurance

provisions set forth in this Exhibit C will apply to such Seller work.

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

personnel requesting such work.

5. Additional Informational Services.

Seller may, from time to time, provide Buyer with additional services in the form of

information about the Aircraft or other aircraft of the same type, including information

concerning design, manufacture, operation, maintenance, modification, repair and in-service

experience.

6. Spares.

a) Recommended Spares Parts List (RSPL)

customized RSPL, data and documents will be provided to identify spare parts required for

Customer's support program.

b) Illustrated Parts Catalog (Provisioning IPC)

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

c) Provisioning Training

Provisioning training will be provided for Customer's personnel at Seller's facilities, where

documentation and technical expertise are available. Training is focused on the initial

provisioning process and calculations reflected in the Seller RSPL.

d) Spares Provisioning Conference

A provisioning conference will be conducted, normally at Seller's facilities where technical

data and personnel are available.

PART C

SELLER FLIGHT TRAINING PROGRAM

1. General.

1.1 Seller will provide maintenance training and flight training programs to support the

introduction of a specific model of aircraft into service. The training programs will consist of

general and specialized courses.

1.2 Seller will conduct all training at Seller's primary training facility for the model of aircraft

purchased unless otherwise agreed.

1.3 All training will

be presented in the English language. If translation is required, Customer

will provide interpreters.

1.4 Customer will be responsible for all expenses of Customer's personnel. Seller will

transport Customer's personnel between their local lodging and Seller's training facility.

1.5 If any part of the training described in this Exhibit is not used by Customer within 12

months after the delivery of the last aircraft under the relevant purchase agreement, Seller

will not be obligated to provide such training.

2. Flight Training Planning Conference.

Customer and Seller will conduct planning conferences approximately 12 months before

delivery of the first Aircraft, or as otherwise agreed, to develop and schedule a customized

Customer Support Program to be furnished by Seller in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the

entitlements summarized below.

3. Flight Training Program.

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

3.1 Flight Crew Training Course.

Transition training for 6 flight crews (12 pilots); The training will consist of grounds school

(utilizing computer based training), fixed base simulator, full flight simulator and actual

aircraft training on Customer's Aircraft.

3.2 Flight Dispatcher Training Course.

Flight Dispatcher training; 5 Days, up to 10 people

3.3 Flight Attendant Training Course.

Flight Attendant training; 3 Days, up to 20 people

3.4 Performance Engineer Training Courses.

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

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

If requested prior to the conclusion of the Flight Training Planning Conference, Seller will

conduct the Flight Crew, Flight Dispatcher and Flight Attendant training at a mutually

acceptable alternate training site, subject to the following conditions:

4.1 Buyer will be responsible for providing classroom space acceptable to Seller, a flight

simulator and training equipment required to present the Seller courseware.

4.2 Buyer will pay Seller's then-current per diem charge for each Seller instructor for each

day, or fraction thereof, such instructor is away from their home location, including travel

time.

4.3 Buyer will reimburse Seller for round-trip transportation for Seller's flight training

instructors and materials between the primary training facility and such alternate site.

4.4 Buyer will pay, or reimburse Seller for, all taxes, fees, duties, licenses, permits and

similar expenses incurred by Seller and its employees as a result of Seller's providing the

training at such alternate site or incurred as a result of Seller providing revenue service

training; and

4.5 Those portions of training that require the use of training devices not available at the

alternate site will be conducted at Seller's facility or at some other alternate site.

5. Student Training Material

One copy of the Flight Crew Operating Manual (FCOM) will be provided to each student,

without revision service. In addition, one set of training materials as used in Seller's training

program, including visual aids, Computer Based Training Courseware, instrument panel

prints, text/graphics, video programs, etc. will be provided.

6. Ferry Assistance.

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

7. Revenue Service Training.

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

8. Flight Operations Support.

An instructor pilot to visit Customer 6 months after revenue service training to review

Customer's flight crew operations for a 2 week period.

10. Operations Engineering Support.

10.1 As long as an aircraft purchased by Customer from Seller is operated by Customer in

scheduled revenue service, Seller will provide operations engineering support. Such support

will include:

10.1.1 assistance with the analysis and preparation of performance data to be used in

establishing operating practices and policies for Customer's operation of aircraft;

10.1.2 assistance with interpretation of the minimum equipment list, the definition of the

configuration deviation list and the analysis of individual aircraft performance;

10.1.3 assistance with solving operational problems associated with delivery and route-

proving flights;

10.1.4 information regarding significant service items relating to aircraft performance or

flight operations; and

10.1.5 if requested by Customer, Seller will provide operations engineering support during an

aircraft ferry flight.

11. General Terms and Conditions and Indemnification.

11.1 Seller flight instructor personnel will not be required to work in excess of 5 days per

week, nor in excess of 8-hours in any one 24-hour period, of which not more than 5 hours per

8-hour workday will be spent in actual flying; provided, however, that the foregoing

restrictions will not apply with respect to ferry assistance or Revenue Service Training

services, which will be in accordance with FAA rules and regulations.

11.2

Normal Line Maintenance

is defined as line maintenance that Seller might reasonably

be expected to furnish for flight crew training at Seller's facility, and will include ground

support and aircraft storage in the open, but will not include provision of spare parts. Seller

will provide Normal Line Maintenance services for any aircraft while the aircraft is used for

flight crew training at Seller's facility in accordance with the Seller Maintenance Plan (Seller

document D6-82076) and the Repair Station Operation and Inspection Manual (Seller

document D6-25470). Customer will provide such services if flight crew training is

conducted elsewhere. Regardless of the location of such training, Customer will be

responsible for providing all maintenance items (other than those included in Normal Line

Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees

and spare parts.

11.3 If the training is based at Seller's facility, and the aircraft is damaged during such

training, Seller will make all necessary repairs to the aircraft as promptly as possible.

Customer will pay Seller's reasonable charge, including the price of parts and materials, for

making the repairs. If Seller's estimated labor charge for the repair exceeds $25,000, Seller

and Customer will enter into an agreement for additional services before beginning the repair

work.

11.4 If the flight training is based at Seller's facility, several airports in surrounding states

may be used, at Seller's option. Unless otherwise agreed in the flight training planning

conference, it will be Customer's responsibility to make arrangements for the use of such

airports.

11.5 If Seller makes arrangements on behalf of Buyer for the use of airports for flight training

hereunder, Seller will pay on Buyer's behalf any landing fee charged to Buyer by any airport

used in conjunction with the Flight Training. Not later than 30 days prior to the start of such

Flight Training, Buyer will provide to Seller an open purchase order against which Seller will

invoice Buyer for any such landing fee paid by Seller on Buyer's behalf. Such invoice will be

submitted to Buyer approximately 60 days after completion of such Flight Training when all

landing fee charges have been received and verified. Payment by Buyer to Seller will be

made within 30 days of the date of such invoice.

11.6 If requested by Seller, Buyer will make available to Seller a delivered Aircraft for the

purpose of familiarizing Seller instructor or ferry flight crew personnel with operating special

equipment or systems installed in such Aircraft. If flight of the Aircraft is required for any

Seller instructor or ferry flight crew member to maintain such instructor's or flight crew

member's FAA license for flight proficiency or landing currency for aircraft of the same

model type as the Aircraft, Seller will be responsible for the cost of fuel, oil, landing fees and

spare parts attributable to that portion of any flight.

PART D

TECHNICAL DATA AND DOCUMENTS

1. General.

Materials

are defined as any and all items that are created by Seller or a third party, which

are provided directly or indirectly from Seller and serve primarily to contain, convey or

embody information. Materials may include either tangible embodiments (for example,

documents or drawings), or intangible embodiments (for example, software and other

electronic forms) of information but excludes Aircraft Software.

Aircraft Software

defined as software that is installed on and used in the operation of the aircraft.

Seller will furnish to Customer certain Materials to support the maintenance and operation of

the aircraft at no additional charge to Customer, except as otherwise provided herein. Such

Materials will, if applicable, be prepared generally in accordance with Air Transport

Association of America (ATA) Specification No. 100, entitled "Specification for

Manufacturers' Technical Data". Seller will use it best reasonable efforts to use the most

current applicable revision to such ATA Specification No. 100. Materials will be in English

and in the units of measure used by Seller to manufacture an aircraft.

Digitally-produced Materials will, if applicable, be prepared generally in accordance with

ATA Specification No. 2100, dated January 1994, "Digital Data Standards for Aircraft

Support."

2. Treatment of Data and Documents.

2.1 General. - All Materials provided by Seller to Customer and not covered by a Seller

CSGTA or other agreement between Seller and Customer defining Customer's right to use

and disclose the Materials and included information will be covered by, and subject to the

terms of this Agreement. Title to all Materials containing, conveying or embodying

confidential, proprietary or trade secret information (Proprietary Information) belonging to

Seller or a third party (Proprietary Materials), will at all times remain with Seller or such

third party. Customer will treat all Proprietary Materials and all Proprietary Information in

confidence and use and disclose the same only as specifically authorized in this Agreement.

2.2 License Grant - Seller grants to Customer a worldwide, non-exclusive, non-transferable

license to use and disclose Proprietary Materials in accordance with the terms and conditions

of this Agreement. Customer is authorized to make copies of Materials (except for Materials

bearing the copyright legend of a third party), and all copies of Proprietary Materials will

belong to Seller and be treated as Proprietary Materials under this Agreement. Customer will

preserve all proprietary legends, and all copyright notices on all Materials and insure the

inclusion of those legends and notices on all copies.

2.3 Use of Proprietary Materials and Proprietary Information - Customer is authorized to use

Proprietary Materials and Proprietary Information for the purpose of: (a) operation,

maintenance, repair, or modification of Customer's aircraft for which the Proprietary

Materials and Proprietary Information have been specified by Seller and (b) development and

manufacture of training devices and maintenance tools for use by Customer.

2.4 Providing of Proprietary Materials to Contractors - Customer is authorized to provide

Proprietary Materials to Customer's contractors for the sole purpose of maintenance, repair,

or modification of Customer's aircraft for which the Proprietary Materials have been

specified by Seller. In addition, Customer may provide Proprietary Materials to Customer's

contractors for the sole purpose of developing and manufacturing training devices and

maintenance tools for Customer's use. Before providing Proprietary Materials to its

contractor, Customer will first obtain a written agreement from the contractor by which the

contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be

bound by all of the restrictions and limitations of this Part 5, and (c) that Seller is a third party

beneficiary under the written agreement. Customer agrees to provide copies of all such

written agreements to Seller upon request and be liable to Seller for any breach of those

agreements by a contractor. A sample agreement acceptable to Seller is attached as

AppendixVII.

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

When and to the extent required by a government regulatory agency having jurisdiction over

Customer or an aircraft, Customer is authorized to provide Proprietary Materials and to

disclose Proprietary Information to the agency for use in connection with Customer's

operation, maintenance, repair, or modification of such aircraft. Customer agrees to take all

reasonable steps to prevent the agency from making any distribution, disclosure, or additional

use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer

further agrees to notify Seller immediately upon learning of any (a) distribution, disclosure,

or additional use by the agency, (b) request to the agency for distribution, disclosure, or

additional use, or (c) intention on the part of the agency to distribute, disclose, or make

additional use of Proprietary Materials or Proprietary Information.

3. Document Formats and Quantities.

Materials Planning Conferences.

Customer and Seller will conduct planning conferences approximately 12 months before the

scheduled delivery month of the first aircraft of a model in order to mutually determine the

proper format and quantity of Materials to be furnished to Customer in support of the aircraft.

When available, Customer may select Seller standard digital format as the delivery medium

or, alternatively, Customer may select a reasonable quantity of printed and 16mm microfilm

formats. When Seller standard digital format is selected, Customer may also select up to 5

copies of printed or microfilm format copies, with the exception of the Illustrated Parts

Catalog, which will be provided in one selected format only.

4. Data and Documents - Incremental Increase.

Until one year after the month of delivery of the last Aircraft covered by a specific purchase

agreement, Buyer may annually request in writing a reasonable increase in the quantity of the

Materials with the exception of microfilm master copies, digital formats, and all others for

which a specified number of copies are provided. Seller will provide the additional quantity

at no additional charge to Buyer beginning with the next normal revision cycle. Buyer may

request a decrease in revision quantities at any time.

5. Advance Representative Copies.

All advance representative copies of Materials will be selected by Seller from available

sources. Such advance copies will be for advance planning purposes only.

6. Customized Documents.

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

7. Revisions.

7.1 Revision Service.

Seller will provide revisions free of charge to certain Materials to be identified in the

planning conference conducted for a specific model of aircraft, reflecting changes developed

by Seller, as long as Customer operates an aircraft of that model. Upon receipt of typed draft

in the style of the existing manual, Seller will incorporate Buyer originated modifications in

all manuals at a reasonable charge.

7.2 Revisions Based on Seller Service Bulletin

Incorporation.

If Seller receives written notice from Buyer that Buyer intends to incorporate, or has

incorporated, any Seller service bulletin in the Aircraft, Seller will at no charge issue

revisions to Materials with revision service reflecting the effects of such incorporation into

the Aircraft.

8. COMPUTER SOFTWARE DOCUMENTATION FOR SELLER MANUFACTURED

AIRBORNE COMPONENTS AND EQUIPMENT.

Seller will provide to Buyer a Computer Software Index containing a listing of (i) all

programmed airborne avionics components and equipment manufactured by Seller or a Seller

subsidiary, designed and developed in accordance with Radio Technical Commission for

Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated

March 1985, or later as available, and installed in the Aircraft by Seller in aircraft covered by

the applicable purchase agreement and (ii) specific software documents (Software

Documentation) available to Buyer from Seller for the listed components and equipment.

Two copies of the Computer Software Index will be furnished to Buyer with the first Aircraft

of a model. Revisions to the Computer Software Index applicable to such a model of Aircraft

will be issued to Buyer as such revisions are developed by Seller for so long as Buyer

operates the Aircraft.

Software Documentation will be provided to Buyer upon Buyer's written request. The charge

to Buyer for Software Documentation shall be Seller's price to reproduce the Software

Documentation so requested. Software Documentation will be prepared essentially in

accordance with the provisions of Air Transport Association of America (ATA) Specification

No. 102, entitled "Specification for Computer Software Manual," as revised April 20, 1983;

but Software Documentation will not include, and Seller will not be obligated to provide, any

code (including, but not limited to, original source code, assembled source code, or object

code) on computer sensible media.

9. Supplier Technical Data.

9.1 For supplier-manufactured programmed airborne avionics components and equipment

classified as Seller Furnished Equipment (SFE) or Seller Purchased Equipment (SPE) or

Buyer Designated Equipment (SPE) which contain computer software designed and

developed in accordance with Radio Technical Commission for Aeronautics Document No.

RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as

available, Seller will request that each supplier of such components and equipment make

software documentation available to Buyer in manner similar to that described in paragraph 8

of this Part.

9.2 The provisions of this paragraph will not be applicable to items of Buyer Furnished

Equipment (BFE).

9.3 Seller will furnish to Customer a document identifying the terms and conditions of the

product support agreements between Seller and its suppliers requiring the suppliers to fulfill

Customer's requirements for information and services in support of the specific model of

aircraft.

10. Buyer Furnished Equipment Data.

Seller will incorporate BFE information into the customized Materials providing Customer

makes the information available to Seller at least nine months prior to the scheduled delivery

month of Customer's first aircraft of a specific model. Customer agrees to furnish the

information in Seller standard digital format if Materials are to be delivered in Seller standard

digital format.

11. Technical Data and Documents Shipping Charges.

Seller pays the reasonable transportation costs of theMaterials. Buyer is responsible for any

customs clearance charges, duties, and value added tax.

12. Buyer's Shipping Address.

The Documents furnished to Buyer hereunder are to be sent to a single address to be

specified. Buyer will promptly notify Seller of any change to the address.

13. Technical Publications Data provided as proforma

A. Maintenance Engineering Data

Access Door Diagrams & Data Sheets

Aircraft Recovery Manual

Component Description & Location List

FAA Maintenance Review Board Report

Maintenance Check Manual (work cards)

Maintenance Facility and Equipment Planning Manual

On-Aircraft Maintenance Planning Report

Special Tool & Equipment Drawings

Support Equipment Summary

Aircraft Zoning Report

Structural Diagrams Reference Manual

Shop Equipment (W & Z files)

B. Technical Publications Data

Flight Crew Operating Manual

Aircraft Maintenance Manual

Product Support Supplier Directory

Product Support Supplier Agreements Manual

Schematic Manual

Seller Overhaul/Component Maintenance Manual

Vendor Overhaul/Component Maintenance Manual

Wiring Diagram Manual

Illustrated Tool & Equipment Lists

Nondestructive Testing Standard Practices Manual

Power Plant Buildup Manual

Structural Repair Manual

Service Bulletins

Service Bulletin Index

Illustrated Parts Catalog

Airline Data Report

Fault Isolation Manual

Fault Reporting Manual

Troubleshooting Manual

Wiring Diagram Manual Standard Practices

Component Maintenance Manual Alpha Numeric Index

Spares Interchangeability Manual

Cross Reference Index

C. Engineering Data

Aircraft Characteristics for Airport Planning

Community Noise Document (if developed by Seller)

Design Handbook

Douglas Material Specifications Manual

Douglas Process Material Index

Douglas Process Standards Manual

Drafting Manual

Drawing Section List

Engineering Drawings

FAA Approved Airplane Flight Manual

Flying Qualities Report

Lamm Schematics

Performance Engineers Manual

Minimum Equipment List Procedures Manual

On-Board Wiring Diagram Book

Approved Equivalent Parts List

Master Minimum Equipment List

Wire Lists & Hook-up Charts

Douglas Standards manual

Master Component List

Flight Planning & Cruise Control Manual

Weight & Balance Manual, Chapter1

Weight & Balance Manual, Chapter 1 & 2, On-Board Copy

Weight Compliance Report

Performance Handbook

Airworthiness Limitation Instructions

SCAP (Standard Computerized Airplane Performance) Module for

Takeoff and Landing

Enroute performance program for flight planning and mission studies

Cruise audit (performance monitoring)program

PART E

BUYER'S INDEMNIFICATION OF SELLER AND INSURANCE

1. Buyer's Indemnification Of Seller.

Buyer hereby indemnifies and holds harmless Seller from and against all claims and

liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident

to successfully establishing the right to indemnification, for injury to or death of any person

or persons, including employees of Buyer but not employees of Seller, or for loss of or

damage to any property, including Aircraft, arising out of or in any way related to the

performance by Seller of training, services or other obligations pursuant to this Exhibit C,

whether or not arising in tort or occasioned in whole or in part by the negligence of Seller,

whether active, passive or imputed.

1.1 With regard to training, services and other obligations, the foregoing indemnification will

not apply to the legal liability to persons or parties other than Buyer or Buyer's assignees

arising out of an accident caused solely by a product defect in an Aircraft.

2. Buyer's Insurance.

Evidence of insurance will be required 10 days prior to the scheduled delivery of the first

Aircraft. Accordingly, Buyer will provide certificates of insurance specifically referencing

the Agreement and paragraph 1 of this Part E. In addition to showing policy number, limits of

liability, and effective dates of coverage, such certificates will contain but not be limited to

the following provisions:

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

Insurers and/or reinsurers will hold harmless and waive all rights of subrogation against

Seller for any damages or claims arising out of these Exhibit C services.

2.2 Aircraft Liability Insurance.

(a) To name Seller as an additional insured in connection with the performance by Seller of

training, services, or other obligations provided under this Exhibit C.

(b) To provide that the insurance arranged herein will be primary and without right of

contribution with respect to any other insurance which may be available for the protection of

Seller.

to give each insured or additional insured the same protection as if there were a separate

policy issued covering each insured or additional insured.

(d) To provide that no act, omission, breach of any warranty or condition, or

misrepresentation on the part of the Insured or any other person or party (other than by Seller)

will void, exclude, minimize, or adversely change this coverage as it applies to Seller.

2.3 For Coverages Specified in 2.1 and 2.2.

(a) Acknowledgment that the insurers and/or reinsurers are aware of and have seen a copy of

the Agreement and accept and insure the risks and indemnity herein to the extent of the

coverage and endorsements as described in this certificate.

(b) To give 30 day written notice of cancellation, termination or adverse material alteration of

the policies (7 day written notice in the event of non payment of premium or War Risk or

such lesser period as may be in effect with prior notice).

premiums in connection with the policies, endorsements or coverages described herein.

(d) For the purpose of this Part E, "Seller" is defined as The Boeing Company, its divisions,

subsidiaries, affiliates, the assignees of each and their respective directors, officers,

employees and agents.

If more than one Aircraft is to be delivered under the Purchase Agreement, the insurance

certificates must reference all Aircraft when delivered or separate certificates must be

supplied for each Aircraft. The certificates of insurance will be kept current and valid.

PART F

Alleviation or Cessation of Performance

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

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

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

located exist;

3. conditions at such facility which, in the opinion of Seller, are detrimental to the general

health, welfare or safety of its personnel and/or their families exist;

4. the United States Government refuses permission to any Seller personnel or their families

to enter the country where such facility is located, or recommends that any Seller personnel

or their families leave such country; or

5. the United States Government refuses Seller permission to deliver goods or services to the

country where such facility is located.

After the location of Seller personnel at the facility, Seller further reserves the right, upon the

occurrence of any of such events, to immediately and without prior notice to Customer

relocate its personnel and their families.

ESCALATION ADJUSTMENT

between

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

TRANS WORLD AIRLINES, INC.

Exhibit D to Purchase Agreement Number 2216

EXHIBIT D

ESCALATION ADJUSTMENT

1. Formula.

Base Airframe and Special Features price adjustments (Airframe Price Adjustment); are used

to allow prices to be stated in current year dollars at the signing of the applicable purchase

agreement and to adjust the amount to be paid by Buyer at delivery for the effects of

economic fluctuation. The Airframe Price Adjustment will be determined at the time of

aircraft delivery in accordance with the following formula:

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

Where:

Airframe Price Adjustment. (For Model 717-200, 737-600, 737-700, 737-

800 and 737-900, the Airframe Price includes the Engine Price at its basic

thrust level.)

. 65 x ECI

134.7

M =

.35 x ICI

126.1

Base Airframe Price plus Optional Features Price (as set forth in Article 3 of

the Agreement).

0.005 x (N/12) x (P) where N is the calendar month and year of scheduled

Aircraft delivery as shown in Article 2 of the Agreement minus the calendar

month and year of July 1998.

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics

"Employment Cost Index for workers in aerospace manufacturing - Wages and Salaries"

(ECI code 3721W), calculated by establishing a three-month arithmetic average value

(expressed as a decimal and rounded to the nearest tenth) using the values for the fifth, sixth

and seventh months prior to the month of scheduled delivery of the applicable aircraft. As the

Employment Cost Index values are only released on a quarterly basis, the value released for

the month of March will be used for the months of January and February; the value for June

used for April and May; the value for September used for July and August; and the value for

December used for October and November.

ICI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics

"Producer Prices and Price Index - Industrial Commodities Index ", calculated as a 3-month

arithmetic average of the released monthly values (expressed as a decimal and rounded to the

nearest tenth) using the values for the 5th, 6th and 7th months prior to the month of scheduled

delivery of the applicable aircraft.

As an example, for an aircraft scheduled to be delivered in the month of January, the months

June, July and August of the preceding year will be utilized in determining the value of ECI

and ICI.

Note:

i. In determining the values of L and M, all calculations and resulting values will be

expressed as a decimal rounded to the nearest ten-thousandth.

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

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

iv. The denominators (base year indices) are the actual average values reported by the U.S.

Department of Labor, Bureau of Labor Statistics (base year June 1989 = 100).

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

1.0000.

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

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the

determination of the values to be used to determine the ECI and ICI values (in contrast to

benchmark adjustments or other corrections of previously released values), or for any reason

has not released values needed to determine the applicable Airframe Price Adjustment, the

parties will, prior to the delivery of any such aircraft, select a substitute from other Bureau of

Labor Statistics data or similar data reported by non-governmental organizations. Such

substitute will result in the same adjustment, insofar as possible, as would have been

calculated utilizing the original values adjusted for fluctuation during the applicable time

period. However, if within 24 months after delivery of the aircraft, the Bureau of Labor

Statistics should resume releasing values for the months needed to determine the Airframe

Price Adjustment, such values will be used to determine any increase or decrease in the

Airframe Price Adjustment for the aircraft from that determined at the time of delivery of the

aircraft.

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an aircraft

the Bureau of Labor Statistics changes the base year for determination of the ECI and ICI

values as defined above, such re-based values will be incorporated in the Airframe Price

Adjustment calculation.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void

by any agency of the United States Government, the parties agree, to the extent they may

lawfully do so, to equitably adjust the Purchase Price of any affected aircraft to reflect an

allowance for increases or decreases in labor compensation and material costs occurring since

February 1998, which is consistent with the applicable provisions of paragraph 1 of this

Exhibit D.

Note:

i. The values released by the Bureau of Labor Statistics and available to Seller30 days prior to

the scheduled delivery month of an aircraft will be used to determine the ECI and ICI values

for the applicable months (including those noted as preliminary by the Bureau of Labor

Statistics) to calculate the Airframe Price Adjustment for the aircraft invoice at the time of

delivery. The values will be considered final and no Aircraft Price Adjustments will be made

after Aircraft delivery for any subsequent changes in published Index values.

ii. The maximum number of digits utilized in any part of the Airframe Price Adjustment

equation will be 4, where rounding of the fourth digit will be increased to the next highest

digit when the 5th digit is equal to 5 or greater.

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit E to Purchase Agreement Number 2216

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

Dated _______________

Relating to

MODEL 717 AIRCRAFT

_______________________

This Buyer Furnished Equipment Provisions Document is Exhibit E to and forms a part of

Purchase Agreement No. 2216, between McDonnell Douglas Corporation a wholly owned

subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating

to the purchase of Seller Model 717-231 aircraft.

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

1. General.

Certain equipment to be installed in the Aircraft is furnished to Seller by Buyer at Buyer's

expense. This equipment is designated "Buyer Furnished Equipment" (BFE) and is listed in

the Detail Specification. As soon as is reasonably practical, Seller will provide to Buyer a

BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically

transmitted BFE Report which may be periodically revised, setting forth the items, quantities,

on-dock dates and shipping instructions relating to the in sequence installation of BFE. For

planning purposes, a preliminary BFE on-dock schedule is set forth in the attachment to this

Exhibit.

2. Supplier Selection.

Buyer will:

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

dates:

Galley System

TBD

Seats (passenger)

TBD

Video

TBD

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

2.2.1 complete BFE configuration design requirements for such BFE; and

2.2.2 confirm technical data submittal dates for BFE certification.

3. Buyer's Obligations.

Buyer will:

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

or BFE Report;

3.1.1 deliver technical data (in English) to Seller as required to support installation and FAA

certification in accordance with the schedule provided by Seller or as mutually agreed upon

during the BFE meeting referred to above;

3.1.2 deliver BFE including production and/or flight training spares to Seller in accordance

with the quantities and schedule provided therein; and

3.1.3 deliver appropriate quality assurance documentation to Seller as required with each

BFE part (D6-56586, "BFE Product Acceptance Requirements");

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

3.3 authorize Seller to conduct or delegate to the supplier quality source inspection and

supplier hardware acceptance of BFE at the supplier location;

3.3.1 require supplier's contractual compliance to Seller defined source inspection and

supplier delegation programs, including availability of adequate facilities for Seller resident

personnel; and

3.3.2 assure that Seller identified supplier's quality systems be approved to Seller document

D1-9000;

3.4 provide necessary field service representation at Seller's facilities to support Seller on all

issues related to the installation and certification of BFE;

3.5 deal directly with all BFE suppliers to obtain overhaul data, provisioning data, related

product support documentation and any warranty provisions applicable to the BFE;

3.6 work closely with Seller and the BFE suppliers to resolve any difficulties, including

defective equipment, that arise;

3.7 be responsible for modifying, adjusting and/or calibrating BFE as required for FAA

approval and for all related expenses;

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

3.9 be responsible for providing equipment which is FAA certifiable at time of Aircraft

delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA

certifiable equipment.

3.9.1 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for

Seller to copy BFE Aircraft Software, solely and limited to the purpose of enabling Seller to

load the software copies in (i) the Aircraft's mass storage device (MSD), (ii) media (e.g.

diskettes, CD-ROM's, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other

media to facilitate copying of the BFE Aircraft Software into the Aircraft's MSD, BFE

hardware and/or media, including media as Boeing may deliver to Buyer with the Aircraft.

3.9.2 grant Seller a license, extending the same rights set forth in paragraph 4.0 above, to

copy: a) BFE Aircraft Software and data Buyer has modified and/or b) other software and

data Buyer has added to the BFE Aircraft Software.

4. Seller's Obligations.

Other than as set forth below, Seller will provide for the installation of and install the BFE

and obtain certification of the Aircraft with the BFE installed.

5. Nonperformance by Buyer.

If Buyer's nonperformance of obligations in this Exhibit or in the BFE Document causes a

delay in the delivery of the Aircraft or causes Seller to perform out-of-sequence or additional

work, Seller will as soon as is reasonably practical inform Buyer by written notice of such

nonperformance plus any anticipated delays in Aircraft delivery and expenses. Buyer will

reimburse Seller for all resulting reasonable expenses and be deemed to have agreed to any

such delay in Aircraft delivery. In addition Seller will have the right to:

5.1 work closely with Buyer to mitigate the damages to Buyer resulting from the

nonperformance by Buyer;

5.2 provide and install specified equipment or suitable alternate equipment and increase the

price of the Aircraft accordingly; and/or

5.3 deliver the Aircraft to Buyer without the BFE installed.

6. Return of Equipment.

BFE not installed in the Aircraft will be returned to Buyer in accordance with Buyer's

instructions and at Buyer's expense. Such equipment returned to Buyer will be returned in a

mutually agreeable time period.

7. Title and Risk of Loss.

Buyer agrees to sell and Seller agrees to purchase each item of BFE concurrently with its

delivery to Seller. A reasonable shipset price for the BFE shall be established with Buyer.

Buyer and Seller agree that the Aircraft price will be increased by the amount of said shipset

price and such amount will be included in Seller's invoice for the Aircraft. Seller's payment

for the purchase of each shipset of BFE from Buyer will be made at time of delivery of the

Aircraft in which the BFE is installed. Notwithstanding the foregoing Buyer may, subject to

prior written consent of Seller except that such prior written consent is not required for in

flight video or telephone systems, lease or purchase subject to a lien certain items of BFE.

The title to such BFE shall not pass to Seller and risk of loss shall remain with Buyer. At such

time as Buyer purchases a SCN for the installation of such BFE items which shall be leased

or subject to a lien, Seller and Buyer shall amend this Letter Agreement to include an

attachment hereto which identifies the specific items of such BFE and the related terms and

conditions.

8. Indemnification of Seller.

Buyer hereby indemnifies and holds harmless Seller from and against all claims and

liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident

to successfully establishing the right to indemnification, for injury to or death of any person

or persons, including employees of Buyer but not employees of Seller, or for loss of or

damage to any property, including any Aircraft, arising out of or in any way connected with

any nonconformance or defect in any BFE and whether or not arising in tort or occasioned in

whole or in part by the active, passive or imputed negligence of Seller. This indemnity will

not apply with respect to any nonconformance or defect caused solely by Seller's installation

of the BFE.

9. Patent Indemnity.

Buyer hereby indemnifies and holds harmless Seller from and against all claims, suits,

actions, liabilities, damages and costs arising out of any actual or alleged infringement of any

patent or other intellectual property rights by BFE or arising out of the installation, sale or use

of BFE by Seller.

10. Definitions.

For the purposes of the above indemnities, the term "Seller" includes The Boeing Company,

its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers,

employees and agents.

MODEL 717-200 AIRCRAFT

Item

Preliminary On-Dock Dates

February 2000

Aircraft

Seats -

TBD

Galleys -

TBD

Electronics -

TBD

Furnishings -

TBD

DEFINED TERMS DOCUMENT

between

MCDONNELL DOUGLAS CORPORATION A WHOLLY OWNED-SUBSIDIARY OF

THE BOEING COMPANY

and

Trans World Airlines, Inc.

Exhibit F to Purchase Agreement Number 2216

DEFINED TERMS DOCUMENT

Dated

Relating to

BOEING MODEL 717-200 AIRCRAFT

This Document is Exhibit F to and forms a part of Purchase Agreement No. 2216

(Agreement) between The McDonnell Douglas Corporation a wholly owned subsidiary of

The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to the purchase

of Boeing Model 717-231 aircraft.

The following is a list of those terms and their definitions as used and not otherwise defined

in this Agreement. Such terms are identified in the Agreement by the use of an initial capital

letter.

DEFINED TERMS DOCUMENT

EXHIBIT F TO AGREEMENT NO. 1910

TERM

DEFINITION

FIRST REFERENCE

Advance Payment Base Price

Seller's estimate of the Aircraft Price is set

forth in Article 3.

Article 3

Agreement

Purchase Agreement No. 2216, including all

Exhibits, the Detail Specification,

attachments, letter agreements and other

written modifications and amendments

thereto.

Opening paragraph of the

Agreement

Aircraft (includes "the", "all",

"first", "last" "such", /the

"Block A Aircraft"/ /the

"Block B Aircraft"/ etc.)

The aircraft described in Article 1,

Para. 1.1.

Article 1, Para. 1.1

Aircraft Basic Price

The amount set forth in Article 3

Article 3

Aircraft Price

The total amount Buyer is to pay for an

Aircraft which is described in Article 3

Article 3

Aircraft Software

The computer software included with the

Aircraft when the Aircraft is delivered by

Seller, described in Exhibit B, Part D-1,

Para. 1.

Exhibit B, Part D-1, Para 1

Airframe Component

A component described in Exhibit B, Part

C, Para. 1.1

Exhibit B Part C Para. 1.1

Article

An Article of the Agreement.

Article 6, Para. 6.4

Base Airframe Price

The airframe price described in Article 3

Article 3

Seller

McDonnell Douglas Corporation a wholly

owned subsidiary of The Boeing Company.

Opening paragraph of the

Agreement

Seller Warranty

Part A of Exhibit B to the Agreement.

Exhibit B, Part A, Para. 1

Buyer

The purchaser of the Aircraft identified in

the opening paragraph of the Agreement.

Opening paragraph of the

Agreement

Buyer Furnished Equipment

or BFE

Equipment provided by Buyer pursuant to

Exhibit E for installation by Seller on the

Aircraft.

Article 4.1

Buyer Furnished Equipment

Document

Document provided by Seller to Buyer

defining requirements for BFE. Exhibit E,

Para. 1.

Article 13, Para. 13.1

Certificate of Airworthiness

The certificate issued by the FAA pursuant

to Part 21 of the Federal Aviation

Regulations for the type of Aircraft

purchased under this Agreement as

described in Article 8.

Article 8, Para. 8.1.1.2

Change Order

A change to the Detail Specification, as

described in Article 7, Para. 7.2.

Article 7, Para. 7.2/

Covered Component

An Airframe Component as described in

Exhibit B, Part C, Para. 1.4.

Exhibit B Part C Para. 1.4

Customer Support Document Exhibit C to the Agreement.

Article 12, Para. 12.5

Customer Support General

Terms Agreement (CSGTA)

The general terms agreement No. 31-1

dated March 26, 1997 as may be amended

Article 13, Para. 13.2

Customer Support Services

The Seller services, training and other

obligations described in Exhibit C to the

Agreement.

Article 12, Para. 12.5

Deposit

The money paid by Buyer to Seller as part

of the acceptance of the Aircraft proposal.

Article 5, Para. 5.1

Detail Specification

The Seller document that describes the

specifications of the Aircraft modified from

time to time to include developmental and

Buyer requested changes.

Article 1, Para. 1.1

Development Change(s)

Changes to the basic specification that do

not affect price, delivery, guaranteed

weight, performance or interchangeability

as described in Article 7, Para. 7.1.

Article 7, Para. 7.1

Disclaimer and Release

The disclaimer and Release set forth in

Article 12, Para. 12.2.

Article 12, Para. 12.2

Documents

The data and documents provided by Seller

under the Agreement.

Exhibit C, Part D Para. 2

Economic Price Adjustment Article 3, Para. 3.1.4./

Article 3, Exhibit D

Engine(s)

The engines installed on the Aircraft as

described in the Detail Specification.

Article 3, Para. 3.1.2

Excusable Delay

A delay resulting from any of the causes

described in Article 6, Para. 6.1.

Article 6, Para. 6.1

FAA

The Federal Aviation Administration of the

Department of Transportation of the United

States, including the Administrator of the

Federal Aviation Administration, the

National Transportation Safety Board and

any other authority or agency of the Federal

Government of the United States having

like jurisdiction.

Article 8, Para. 8.1.1

Failed Component

A component as described in Exhibit B, Part

C, Para. 1.6.

Exhibit B Part C Para. 1.6

Failure

Any breakage or defect as described in

Exhibit B, Part C, Para. 5.

Exhibit B Part C Para. 1.5

Federal Aviation Regulations

The United States Federal Aviation

Regulations and, if they are redesignated or

discontinued, any comparable regulations or

parts thereof issued by the FAA.

Article 8, Para. 8.1.1.1

Field Service(s)

Seller-provided services as described in

Exhibit C, Part B, Para. 2.

Exhibit C, Part B, Para. 2

Field Service Period

The length of time Seller provides Field

Service to Buyer as described in Exhibit C,

Part B, Para. 2.1.

Exhibit C, Part B, Para. 2.1

Flight Training Planning

Conference

A planning conference as described in

Exhibit C, Part C, Para. 2.

Exhibit C, Part C, Para. 2

Flight Training Program

The program of flight training described in

Exhibit C, Part C, Para. 3.

Exhibit C, Part C, Para. 3

Interface Problem

A technical problem attributed to the design

characteristics of the Aircraft or its systems,

as described in Exhibit B, Part G, Para. 1.

Exhibit B, Part G, Para. 1

Landing Gear Component

A component as described in Exhibit B, Part

C, Para. 1.2.

Exhibit B Part C Para. 1.2

Maintenance Training

Planning Conference

A planning conference as described in

Exhibit C, Part A, Para. 2.

Exhibit C, Part A, Para. 2

Maintenance Training

Program

The program of training described in

Exhibit C, Part A, Para. 3.

Exhibit C, Part A, Para. 3

Major Damage

Damage described in Exhibit C, Part C,

Para. 11.3.

Exhibit C Part C Para. 11.3

Manufacturer Change(s)

A change to the Aircraft or performance

required of Seller as described in Article 8,

Para. 8.2.1.

Article 8, Para. 8.2.1

Operator Change(s)

A change to the Aircraft described in

Article 8, Para. 8.3.1.

Article 8, Para. 8.3.1

Performance Guarantees

The written guarantees regarding the

operational performance of the Aircraft set

forth in the Agreement or the Detail

Specification.

Article 1, Para. 1.3

Policy (Seller Service Life

Policy)

Exhibit B, Part C, Para. 2.

Exhibit B, Part C, Para. 2

Price First Published

Article 3, Para. 3.1.7.

Article 3,

Para. 3.1.7

Product Assurance Document Exhibit B of the Agreement.

Article 12, Para. 12.1

Revenue Service Training

Flight Training conducted on the Aircraft

during revenue service with cargo and/or

passengers on board, as described in Exhibit

C, Part C, Para. 8.

Exhibit C, Part C, Para. 8

Software Documentation

A listing of components and equipment

referred to in Exhibit C, Part D, Para. 3.3.6.

Exhibit C, Part D, Para.

3.3.6

Spare Component

A component as described in Exhibit B, Part

C, Para. 1.3.

Exhibit B Part C Para. 1.3

Special Features

Article 3, Para. 3.1.1.

Article 3,

Para. 3.1.1

Standard Airworthiness

Certificate

A certificate issued by the FAA, pursuant to

Part 21 of the Federal Aviation Regulations

as described in Article 8, Para. 8.1.1.2.

Article 8, Para.

8.1.1.2

Target Delivery Date

A non binding estimated delivery date

provided for Buyer's planning purposes,

described in Article 2.

Article 2, Para. 2.2

Taxes

The term "Taxes" defined in Article 4, Para.

4.1.

Article 2, Para. 2.3

Type Certificate

A certificate issued by the FAA pursuant to

Part 21 of the Federal Aviation Regulations

described in Article 8, Para. 8.1.1.1.

Article 8, Para. 8.1.1.1

Warranty Labor Rate

The hourly labor rate defined in Exhibit B,

Part B, Para. 5.3.

Exhibit B, Part B, Para. 5.3

2216-1

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Equipment

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

For purposes of this Letter Agreement the following definitions apply:

Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Seller

purchases for Buyer.

Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously certified for

installation on the same model aircraft.

Developmental Seller Purchased Equipment (DSPE) is DBFE which is converted to SPE.

This Letter Agreement does not include developmental avionics. Developmental avionics are

avionics that have not been previously certified for installation on the same model aircraft.

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

meaning as in the Agreement.

Buyer may request that Seller purchase as SPE the BFE which has been changed to SPE by

Change Request. In such event, Seller and Buyer agree as follows:

1. Price.

Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the actual costs charged Seller

by the SPE suppliers, (ii) a handling fee of 9.2% of such costs and (iii) transportation charges.

Advance Payment Base Price. The Aircraft Advance Payment Base Price will include an

estimate for SPE in the amount of $350,000 (1998 $ STE).

2. Responsibilities.

2.1 Buyer is responsible for:

(i) selecting a FAA certifiable part;

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

(iii) assuring that the SPE supplier delivers technical data (in English) to Seller as required to

support the installation and certification of the SPE items; and

(iv) at Sellers request, providing technical advisors to assist Seller in the installation,

calibration, repair or replacement, if defective, of any SPE.

2.2. Seller is responsible for:

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

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

(iii) coordinating with the suppliers on technical issues;

(iv) using its diligent efforts (without waiving Buyers data obligations above) to obtain from

the SPE suppliers, by the date required, data to support the SPE;

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

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

(vii) obtaining for Buyer the supplier's standard warranty for the SPE. SPE is deemed to be

BFE for purposes of Exhibit B, the Product Assurance Document, of the Agreement.

3. Changes.

After this Letter Agreement is signed, changes to SPE may only be made by and between

Seller and the suppliers. Buyer's contacts with SPE suppliers relating to design (including

selection of materials and colors), weights, prices or schedules are for informational purposes

only. If Buyer wants changes made to any of the above, requests must be made directly to

Seller for negotiating with the supplier.

4. Proprietary Rights.

Seller's obligation to purchase SPE will not impose upon Seller any obligation to compensate

Buyer or any supplier for any proprietary rights Buyer may have in the design of the SPE.

5. Provisioning Data.

Seller will have no obligation to include in its provisioning data for Buyer's Aircraft

information covering the repair or replacement of SPE items unless Buyer provides such data

to Seller in accordance with Seller's requirements. However, if Seller has such information in

its existing provisioning data files and Seller has a right to disclose that information to Buyer,

such information will be included in Buyer's Aircraft provisioning data at no additional cost

to Buyer.

6. Interchange of SPE.

To properly maintain Seller's production flow and to preserve Seller's delivery commitments,

Seller reserves the right, if necessary, due to equipment shortages or failures, to interchange

new items of BFE or SPE acquired from or for Customer with new items of the same part

numbers acquired from or for other customers of Seller provided that such interchange not

delay delivery of an Aircraft. Used BFE or SPE acquired from Buyer or from other customers

of Seller will not be interchanged.

7. Remedies.

If Buyer does not comply with the obligations above, Seller may delay delivery of the

Aircraft which shall be deemed an Excusable Delay. The price of the Aircraft shall be

increased by the amount of Seller's additional costs attributable to any such delay or failure

by Buyer, including without limitation, interest on the unpaid balance of such price, storage,

taxes, insurance and the costs of out of sequence installations. In such event, Seller shall act

in good faith with Buyer to develop a course of action which will facilitate delivery of the

affected aircraft at the earliest possible date. However, if Seller and Buyer are unable to so

develop a mutually satisfactory course of action, in the event of such a delay and without

waiving any other rights and remedies Seller may have, Seller may (i) elect to deliver the

Aircraft without the installation of the unapproved, delayed or nonconforming SPE and Seller

shall thereupon be relieved of all obligations to install such SPE or (ii) purchase the same or

substantially equivalent equipment from any other source and install and invoice Buyer for

such purchase and equitably adjust the price of the Aircraft and any other affected provisions

of the Agreement to reflect such purchase and associated retesting, adjustment and

calibration.

8. Buyer's Indemnification of Seller.

Buyer will indemnify and hold harmless Seller from and against all claims and liabilities,

including costs and expenses (including attorneys' fees) incident thereto or incident to

successfully establishing the right to indemnification, for injury to or death of any person or

persons, including employees of Buyer but not employees of Seller, or for loss of or damage

to any property, including Aircraft, arising out of or in any way connected with any non

conformance or defect in any SPE and whether or not arising in tort or occasioned in whole

or in part by the negligence of Seller, whether active, passive or imputed. This indemnity will

not apply with respect to any non conformance or defect caused solely by Seller's installation

of the SPE.

Very truly yours,

MCDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY

OF THE BOEING COMPANY

By ________________________________

Its Attorney-In-Fact

ACCEPTED AND AGREED TO as of this

Date: , 1998

TRANS WORLD AIRLINES, INC.

By _________________________________

Its _________________________________

2216-2

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Provisioning

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

All terms used herein and in the Purchase Agreement, and not defined herein, will have the

same meaning as in the Agreement.

1. Applicability.

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

2. Initial Provisioning Meeting.

Seller will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Buyer

to establish mutually agreeable procedures to accomplish Buyer's initial provisioning of spare

parts for the Aircraft. The parties will agree, during the Initial Provisioning Meeting on the

operational data to be provided by Buyer for Seller's use in preparing its quantity

recommendations for initial provisioning of spare parts for the Aircraft, exclusive of special

tools, ground support equipment, engines and engine parts (Provisioning Items). Such

operational data to be provided by Buyer will be the data described in the Boeing Initial

Provisioning Implementation Manual which will be furnished to Buyer prior to the Initial

Provisioning Meeting. The parties will also agree on the provisioning documentation to be

provided by Seller. Such data will be essentially in accordance with the provisions of

Chapter 1 of ATA International Specification 2000, Revision 6, dated February 1, 1998, as

described in Seller Initial Provisioning Implementation Manual MDC K0064 (such data will

be hereinafter referred to collectively as the "Provisioning Data"). Seller will provide

instruction in the use of the initial provisioning documentation. This instruction will be

provided in conjunction with the Initial Provisioning Meeting. In addition, the parties will

discuss spares ordering procedures and other matters related to the provisioning for the

Aircraft. The time and location for such Initial Provisioning Meeting will be mutually agreed

upon between the parties; however, Seller and Buyer will use their best efforts to convene

such meeting within 30 days after execution of the Agreement.

3. Initial Provisioning Documentation.

3.1 Provisioning Data. Seller will use its best reasonable efforts to furnish by February 1,

1999 The Provisioning Data which will be as complete as possible and will cover

Provisioning Items selected by Seller for review by Buyer for initial provisioning for the

Aircraft. The Provisioning Data will set forth the prices for Provisioning Items which are

Seller Spare Parts and such prices will be firm and remain in effect until the date or dates set

forth in Paragraph 4.1, Seller Spare Parts, by which orders must be placed with Seller. Seller

will, from time to time, until a date approximately 90 days following delivery of the last

Aircraft or until the delivery configuration of each of the Aircraft is reflected in the

Provisioning Data, whichever is later, furnish to Buyer revisions to the Provisioning Data.

3.2 Provisioning IPC. Seller will as soon as is reasonably practical furnish to Buyer a Seller

Illustrated Parts Catalog (IPC), hereinafter referred to as the "Provisioning IPC." The

Provisioning IPC will be as complete as possible and will cover Provisioning Items selected

by Seller for review by Buyer for initial provisioning for the Aircraft. Seller will, from time

to time, until a date approximately 90 days following delivery of the last Aircraft, or until the

delivery configuration of each of the Aircraft is reflected in the Provisioning IPC, whichever

is later, furnish to Buyer revisions to the Provisioning IPC.

3.3 Buyer Furnished Equipment (BFE) Provisioning Data.

3.3.1 Seller's Responsibility. Seller will include BFE end items in the Provisioning Data and

Provisioning IPC for BFE installed on Buyer's Aircraft provided such equipment has been

installed on other Aircraft by Seller and Seller has data on the BFE.

3.3.2 Buyer's Responsibility. Buyer will be responsible for ensuring BFE data is provided to

Seller by the BFE supplier in a format acceptable to Seller for BFE not covered by 3.3.1

above. If the data is not provided to Seller in a timely manner and in a format acceptable to

Seller, such BFE equipment will not be included in Seller's Provisioning Data or IPC.

3.4 Other Data. Seller will submit to Buyer listings of Raw Materials, Standard Parts and

Bulk Materials to be used by Buyer in the maintenance and repair of the Aircraft.

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

4.1 Seller Spare Parts. Buyer will place orders, as required, for Provisioning Items as soon as

is reasonably practical. At Buyer's request, Seller will process "controlled shipments" by

shipping full or partial quantities of an order on a schedule specified by Buyer, provided the

final shipment is made no later than 24 months after receipt of the order.

4.2 Vendor Provisioning Items. Buyer may place orders with Seller for Provisioning Items

which are manufactured by vendors or to their detailed design and are covered by the

Provisioning Data as initial provisioning for the Aircraft. The price to Buyer for any such

vendor Provisioning Item will be 112% of the vendor's quoted price to Seller therefor. If

Buyer elects to purchase such vendor Provisioning Items from Seller, Buyer will place its

orders therefor in accordance with the provisions of Paragraph 4.1, Seller Spare Parts.

4.3 Ground Support Equipment and Special Tools. Buyer may place orders with Seller for

ground support equipment (GSE) and special tools manufactured by vendors which Buyer

determines it will initially require for maintenance, overhaul and servicing of the Aircraft

and/or engines. The price to Buyer for such GSE or special tools will be one hundred twelve

percent (112%) of the vendor's quoted price to Seller therefor. If Buyer elects to purchase

such GSE and special tools from Seller, Buyer will place its orders therefor by the date set

forth in Paragraph 4.1, Seller Spare Parts or such later date as the parties may mutually agree.

4.4 Spare Engines and Engine Spare Parts. Buyer may place orders with Seller for spare

engines and/or engine spare parts which Buyer determines it will initially require for support

of the Aircraft or for maintenance and overhaul of the engines. The price to Buyer for such

spare engines or such engine spare parts, will be 105% of the engine manufacturer's quoted

price to Seller for the engine, and 112% of the engine manufacturer's quoted price to Seller

for the engine spare parts. If Buyer elects to purchase such spare engines or engine spare

parts through Seller, Buyer will place its orders on a date to be mutually agreed upon during

the Initial Provisioning Meeting.

4.5 QEC Kits. Responsibility for Engine Support and QEC Kits belongs to Engine

manufacturer, BMW, and B.F. Goodrich (formerly Rohr)respectively. Boeing will assist, if

requested by Buyer, to review data provided by said manufacturers.

4.6 Payment for Provisioning Items. The payment provisions of the General Terms

Agreement between Seller and Buyer will be applicable to Provisioning Items ordered by

Buyer from Seller for the Aircraft.

5. Delivery.

Seller will, insofar as reasonably possible, deliver to Buyer the Spare Parts ordered by Buyer

in accordance with the provisions of this letter on dates reasonably calculated to conform to

Buyer's anticipated needs in view of the scheduled deliveries of the Aircraft. Buyer and Seller

will agree upon the date to begin delivery of the Provisioning Spare Parts ordered in

accordance with this letter. Where appropriate, Seller will arrange for shipment of such Spare

Parts, which are manufactured by vendors, directly to Buyer from the applicable vendor's

facility. The routing and method of shipment for initial deliveries and all subsequent

deliveries of such Spare Parts will be as mutually agreed between Seller and Buyer.

6. Substitution for Obsolete Spare Parts.

6.1 Obligation to Substitute. In the event that, prior to delivery of the first Aircraft pursuant to

the Agreement, any Spare Part purchased by Buyer from Seller in accordance with this letter

is rendered obsolete or unusable due to the redesign of the Aircraft or of any accessory,

equipment or part therefor, (other than a redesign at Buyer's request), Seller will deliver to

Buyer new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts

and Buyer will return the obsolete or unusable Spare Parts to Seller. Seller will credit Buyer's

account with Seller with the price paid by Buyer for any such obsolete or unusable Spare Part

and will invoice Buyer for the purchase price of any such substitute Spare Part delivered to

Buyer.

6.2 Delivery of Obsolete Spare Parts and Substitutes Therefor. Obsolete or unusable Spare

Parts returned by Buyer pursuant to this Item will be delivered to Seller at its Seattle

Distribution Center, or such other destination as Seller may reasonably designate. Spare Parts

substituted for such returned obsolete or unusable Spare Parts will be delivered to Buyer at

Seller's Seattle Distribution Center, or such other Seller shipping point as Seller may

reasonably designate. Seller will pay the freight charges for the shipment from Buyer to

Seller of any such obsolete or unusable Spare Part and for the shipment from Seller to Buyer

of any such substitute Spare Part.

7. Repurchase of Provisioning Items.

7.1 Obligation to Repurchase. During a period commencing 1 year after delivery of the first

Aircraft under the Agreement, and ending 5 years after such delivery, Seller will, upon

receipt of Buyer's written request and subject to the exceptions in Paragraph 7.2, Exceptions,

repurchase unused and undamaged Provisioning Items which (i) were recommended by

Seller in the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by

Buyer from Seller, and (iii) are surplus to Buyer's needs including those purchased items that

are surplus to Buyers needs as a result of termination of an Aircraft. Seller will provide any

assistance reasonably requested by Buyer with respect to the repurchasing by a vendor of that

vendor's Provisioning Items.

7.2 Exceptions. Seller will not be obligated under Paragraph 7.1, Obligation to Repurchase, to

repurchase any of the following: (i) quantities of Provisioning Items in excess of those

quantities recommended by Seller in the Provisioning Data for the Aircraft, (ii) Bulk Material

Kits, Raw Material Kits, Service Bulletin Kits, Standards Kits and components thereof

(except those components listed separately in the Provisioning Data), (iii) Provisioning Items

for which an Order was received by Seller more than 5 months after delivery of the last

Aircraft, (iv) Provisioning Items which have become obsolete or have been replaced by other

Provisioning Items as a result of (a) Buyer's modification of the Aircraft or (b) design

improvements by Seller or the vendor (other than Provisioning Items which have become

obsolete because of a defect in design if such defect has not been remedied by an offer by

Seller or the vendor to provide no charge retrofit kits or replacement parts which correct such

defect), and (v) Provisioning Items which become excess as a result of a change in Buyer's

operating parameters, provided to Seller pursuant to the Initial Provisioning meeting in

Paragraph 2, which were the basis of Seller's initial provisioning recommendations for the

Aircraft.

7.3 Notification and Format. Buyer will notify Seller, in writing, when Buyer desires to return

Provisioning Items which Buyer's review indicates are eligible for repurchase by Seller under

the provisions of this Repurchase of Provisioning Items paragraph. Buyer's notification will

include a detailed summary, in part number sequence, of the Provisioning Items Buyer

desires to return. Such summary will be in the form of listings, tapes, diskettes or other media

as may be mutually agreed between Seller and Buyer, and will include part number,

nomenclature, purchase order number, purchase order date and quantity to be returned.

Within 5 business days after receipt of Buyer's notification, Seller will advise Buyer, in

writing, when Seller's review of such summary will be completed.

7.4 Review and Acceptance by Seller. Upon completion of Seller's review (which Seller will

use its best reasonable efforts to complete no later than 30 days after receipt of the data from

Buyer) of any detailed summary submitted by Buyer pursuant to Paragraph 7.3, Seller will

issue to Buyer a Material Return Authorization (MRA) for those Provisioning Items Seller

agrees are eligible for repurchase in accordance with this Repurchase of Provisioning Items

paragraph. Seller will advise Buyer of the reason that any spare part included in Buyer's

detailed summary is not eligible for return. Seller's MRA will state the date by which

Provisioning Items listed in the MRA must be redelivered to Seller and Buyer will arrange

for shipment of such Provisioning Items accordingly.

7.5 Price and Payment. The price of each Provisioning Item repurchased by Seller pursuant to

this Repurchase of Provisioning Items paragraph will be an amount equal to 100% of the

original invoice price thereof. In the case of Provisioning Items manufactured by a vendor

which were purchased pursuant to Paragraph 4, Purchase from Seller of Spare Parts as Initial

Provisioning for the Aircraft, hereof the repurchase price will not include Seller's 12%

handling charge. Seller will pay the repurchase price by issuing a credit memorandum in

favor of Buyer which may be applied against amounts due Seller for the purchase of aircraft,

Spare Parts, services or data.

7.6 Delivery of Provisioning Items. Provisioning Items repurchased by Seller pursuant to this

Repurchase of Provisioning Items paragraph will be delivered to Seller F.O.B. at its Seattle

Distribution Center, or such other destination as Seller may reasonably designate. Buyer will

pay the freight charges for the shipment from Buyer to Seller of any such Provisioning Items.

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

Title to and risk of loss of any obsolete or unusable Spare Parts returned to Seller pursuant to

Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Seller upon delivery thereof

to Seller. Title to and risk of loss of any Spare Part substituted for an obsolete or unusable

Spare Part pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Buyer

upon delivery thereof to Buyer. Title to and risk of loss of any Provisioning Item repurchased

by Seller pursuant to Paragraph 7, Repurchase of Provisioning Items, will pass to Seller upon

delivery thereof to Seller. With respect to the obsolete or unusable Spare Parts which may be

returned to Seller and the Spare Parts substituted therefore, pursuant to Paragraph 6, and the

Provisioning Items which may be repurchased by Seller, pursuant to Paragraph 7, the party

which has risk of loss of any such Spare Part or Provisioning Item will have the responsibility

of providing any insurance coverage for it desired by such party.

9. Supplier Support.

Seller has entered, or anticipates entering, into product support agreements with suppliers

(Seller Suppliers) of major system components manufactured by such Suppliers to be

installed on the Aircraft (Supplier Components). Such product support agreements commit,

or are expected to commit, the Seller Suppliers to provide to Seller's Buyers and/or the

Buyer's designees support services with respect to the Supplier Components which can be

reasonably expected to be required during the course of normal operation. This support

includes but is not limited to shelf-stock of certain spare parts, emergency spare parts, timely

delivery of spare parts, and technical data related to the Supplier Components. Copies of such

product support agreements will be provided to Buyer as soon as is reasonably practical in

Seller Document PSSAM. In the event Buyer has used due diligence in attempting to resolve

any difficulty arising in normal business transactions between Buyer and a Seller Supplier

with respect to product support for a Supplier Component manufactured by such Supplier and

if such difficulty remains unresolved, Seller will, if requested by Buyer, assist Buyer in

resolving such difficulty. Assistance will be provided by the Spares Supplier Support and

Data Management Organization within the Seller Buyer Services Division.

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

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

(ii) pursuant to Article 6.3 of the Agreement

such termination will, if Buyer so requests by written notice received by Seller within 15 days

after such termination, also discharge and terminate all obligations and liabilities of the

parties as to any Spare Parts which Buyer had ordered pursuant to the Provisions of this letter

as initial provisioning for such Aircraft and which are undelivered on the date Seller receives

such written notice.

Very truly yours,

MCDONNELL DOUGLAS CORPORATION

A WHOLLY OWNED-SUBSIDIARY

OF THE BOEING COMPANY

By ___________________________

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: ____________________,1998

TRANS WORLD AIRLINES, INC.

By ___________________________

Its ___________________________

6-1162-RCN-1332

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Performance Guarantees

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNELL DOUGLAS CORPORATION

A WHOLLY OWNED-SUBSIDIARY OF

THE BOEING COMPANY

By ________________________

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

Attachment

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1333

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Matters

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNELL DOUGLAS CORPORATION

A WHOLLY OWNED-SUBSIDIARY OF

THE SELLER COMPANY

By ________________________

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1334

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Business Considerations

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1335

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Option Aircraft

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: ______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1336

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

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

Promotion Support

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1337

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

Subject:

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

MCDONNEL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , 1998

TRANS WORLD AIRLINES, INC.

By: _______________________________

Its: ______________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1338

Trans World Airlines, Inc.

One City Centre

515 North Sixth Street

St. Louis, Missouri 63101

Subject:

Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between

MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING

COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-

231 aircraft (the Aircraft)

This letter amends the Purchase Agreement. All terms used but not defined in this Letter

Agreement shall have the same meaning as in the Purchase Agreement.

[Applies to entire body of letter.]*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,

a wholly-owned subsidiary of

THE BOEING COMPANY

BY _____________________

ITS ____________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY _____________________

ITS ____________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1340

Trans World Airlines, Inc.

One City Centre

515 N. Sixth Street

19th Floor

St. Louis, Missouri 63101

Subject:

This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith

(the Agreement) between McDonnell Douglas Corporation a wholly-owned subsidiary of The

Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231

aircraft (the Aircraft).

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

meaning as in the Agreement.

[Applies to entire body of letter].*

Very truly yours,

THE MCDONNELL DOUGLAS COMPANY

A WHOLLY-OWNED SUBSIDIARY

OF THE BOEING COMPANY

By ________________________

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: __________________,1998

Trans World Airlines, Inc.

By _________________________

Its ________________________

* Confidential Information omitted and filed separately with the Commission.

Exhibit A

BOEING 717-200 FLIGHT SIMULATOR SPECIFICATION SHEET

[Applies to entire body of letter].*

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1343

Trans World Airlines, Inc.

One City Centre

515 North Sixth Street

St. Louis, Missouri 63101

Subject: Application of Advance Payments

Reference: Purchase Agreement No. 2216 (Agreement) between MCDONNELL DOUGLAS

CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller) and

TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)

This letter amends the Agreement. All terms used but not defined in this Letter Agreement

shall have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,

a wholly owned subsidiary of

THE BOEING COMPANY

BY _______________________________

ITS _______________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY ________________________________

ITS ________________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1344

Trans World Airlines, Inc.

One City Centre

515 North Sixth Street

St. Louis, Missouri 63101

Subject:

Reference: Agreement No. 2216 (The Purchase Agreement) between MCDONNELL

DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY

(Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft

(the Aircraft)

This letter amends the Agreement. All terms used but not defined in this Letter Agreement

shall have the same meaning as in the Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,

a wholly owned subsidiary of

THE BOEING COMPANY

BY ____________________________

ITS ___________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY ____________________________

ITS ____________________________

* Confidential Information omitted and filed separately with the Commission.

6-1162-RCN-1345

Trans World Airlines, Inc.

One City Centre

515 North Sixth Street

St. Louis, Missouri 63101

Subject:

Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between

MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING

COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-

231 aircraft (the Aircraft)

This letter amends Purchase Agreement. All terms used but not defined in this Letter

Agreement shall have the same meaning as in the Purchase Agreement.

[Applies to entire body of letter].*

Sincerely,

MCDONNELL DOUGLAS CORPORATION,

a wholly-owned subsidiary of

THE BOEING COMPANY

BY __________________________

ITS _________________________

ACCEPTED AND AGREED TO THIS

DATE: _____________, 1998

TRANS WORLD AIRLINES, INC.

BY __________________________

ITS _________________________

* Confidential Information omitted and filed separately with the Commission.

December 18, 1998

1-9541-JBM-967

Trans World Airlines, Inc.

One City Center

515 North Sixth Street

St. Louis, Missouri 63101

Attention: Mr. Michael J. Palumbo,

Senior Vice President and Chief Financial Officer

Mr. Michael J. Lichty

Vice President and Deputy General Counsel

Subject:*

Gentlemen:

We refer to Purchase Agreement No. 2216 dated of even date herewith (including Letter

Agreement 6-1162-RCN-1337 to be dated and issued simultaneously therewith, the

Purchase Agreement

") between McDonnell Douglas Corporation ("

MDC

"), a wholly

owned subsidiary of The Boeing Company ("

Boeing

") and Trans World Airlines, Inc.

TWA

") relating to the sale by MDC and the purchase by TWA of one hundred (100)

Boeing Model 717-231 aircraft, with the purchase of fifty (50) of such aircraft being firm (the

Firm Aircraft

") and the purchase of fifty (50) of such aircraft being subject to certain rights

of TWA to cause such aircraft to become option aircraft (the "

Option Aircraft

"; together

with the Firm Aircraft, the "

Aircraft

").

[*Applies to entire body of letter].*

Ver

trul

you

rs,

By:

___

Its:

___

Attachment

ACCEPTED AND AGREED TO

this ______ day of December, 1998.

TRANS WORLD AIRLINES, INC.

By: ____________________________

Its: ____________________________

*Confidential Information omitted and filed separately with the Commission.

The Boeing Company

Trans World Airlines, Inc.

[*Applies to entire body of document].*

*Confidential Information omitted and filed separately with the Commission.

June ____, 1999

Trans World Airlines, Inc.

One City Centre

515 North Sixth Street

St. Louis, Missouri 63101

BMW Rolls Royce GmbH

Eschenweg 11

D-15827 Dahlewitz

Germany

Re:

Ladies and Gentlemen:

Reference is made to Purchase Agreement No. 2216 dated as of December 18, 1998 between

McDonnell Douglas Corporation ("Seller"), a wholly owned subsidiary of The Boeing

Company ("Boeing") and Trans World Airlines, Inc. ("Buyer") relating to the sale of fifty

(50) firm Model 717-231 aircraft (each firm Model 717-231 aircraft is hereinafter referred to

as an "Aircraft" and collectively as the "Aircraft").

This letter when accepted by BMW Rolls Royce GmbH ("BRR") will become part of

Purchase Agreement No. 2216 and will evidence our agreement with respect to the matters

set forth below.

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

the same meaning as in Purchase Agreement No. 2216.

[Applies to entire body of letter.]*

Very truly yours,

McDONNELL DOUGLAS CORPORATION

A Wholly Owned Subsidiary of The Boeing Company

By ________________________

Its ________________________

ACCEPTED AND AGREED TO THIS

As of this _____ day of June, 1999.

TRANS WORLD AIRLINES, INC.

By ________________________

Its ________________________

ACCEPTED AND AGREED TO THIS

As of this _____ day of June, 1999.

BMW ROLLS ROYCE GmbH

By ________________________

Its ________________________

*Confidential Information omitted and filed separately with the Commission.

ATTACHMENT A

6-1162-RCN-[BRR]

BMW Rolls Royce GmbH

Eschenweg 11

D-15827 Dahlewitz

Germany

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

This Letter Agreement amends Purchase Agreement No. 2216 dated as of December 18,

1998 (the "Agreement") between McDonnell Douglas Corporation ("MDC") a wholly-owned

subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc.("Buyer")

relating to Model 717-231 aircraft (the "Aircraft").

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

meaning as in the Agreement.

[Applies to entire body of letter.]*

Very truly yours,

McDONNELL DOUGLAS CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

THE BOEING COMPANY

By: ______________________________

Its:______________________________

ACCEPTED AND AGREED TO this

Date: _______________ , _____

BMW Rolls Royce GmbH

By: _______________________________

Its: ______________________________

*Confidential Information omitted and filed separately with the Commission.

Boeing Purchase Agreement

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