AMENDMENT NO. 1
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") is made and entered into as of March 9, 2001, by and between
American Airlines, Inc., a Delaware corporation ("AA"), and Trans World Airlines, Inc., a Delaware corporation
and debtor-in-possession under Chapter 11 Case No. 01-56 (PJW), jointly administrated, in the United States
Bankruptcy Court for the District of Delaware ("TWA").
WHEREAS, AA and TWA are parties to that certain Amended and Restated Asset Purchase Agreement, dated
as of February 28, 2001 (the "Agreement");
WHEREAS, Section 13.7 of the Agreement provides that the Agreement may be amended or supplemented at
any time as may mutually be determined by AA and TWA to be necessary, desirable or expedient to further the
purposes of the Agreement or to clarify the intention of the parties thereto; and
WHEREAS, each of AA and TWA has determined that it is desirable to amend the Agreement as set forth in this
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, AA and TWA hereby agree as follows:
1. DEFINED TERMS. All capitalized terms used, but not defined, in this Amendment shall have the meanings
given to such terms in the Agreement.
2. SECURITY DEPOSITS. The following words shall be inserted at the end of item 2 on Schedule 2.2:
and all security deposits relating to Aircraft Leases in existence on the Closing Date
3. PURCHASE PRICE.
(a) Section 4.1 of the Agreement shall be replaced in its entirety with the following:
In consideration of the conveyance to Purchaser of each Seller's right, title and interest in and to the Transferred
Assets and the other rights granted to Purchaser pursuant hereto, and subject to the conditions and in accordance
terms hereof, at Closing, Purchaser shall (i) assume the Assumed Liabilities and (ii) pay TWA an aggregate of