<DOCUMENT>
<TYPE>EX-10.94
<SEQUENCE>19
<FILENAME>d84957ex10-94.txt
<DESCRIPTION>1ST AMEND TO SECURED DEBTOR IN POSSESSION CREDIT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.94

                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of the 12th day of March, 2001, by and among Trans World Airlines, Inc.
(the "Borrower"), as a debtor and debtor in possession under chapter 11 of the
Bankruptcy Code, certain Subsidiaries of the Borrower listed on the signature
pages hereto, as Guarantors, as debtors and debtors in possession under chapter
11 of the Bankruptcy Code, the Lenders and AMR Finance, Inc. (the
"Administrative Agent"), as administrative agent for the Lenders.

                                   BACKGROUND

                  A. The Borrower, the Guarantors, the Lenders, and the
Administrative Agent are parties to that certain Secured Debtor In Possession
Credit and Security Agreement dated as of January 10, 2001 (as amended by those
certain letter agreements dated January 11, 2001, January 26, 2001 and March 7,
2001 and as may be further amended, extended, renewed, or restated from time to
time, the "Credit Agreement"; terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit
Agreement).

                  B. The Borrower, the Guarantors, the Lenders and the
Administrative Agent desire to amend the Credit Agreement to (i) increase the
Revolving Credit Commitment from $100,000,000 (such Original Revolving Credit
Commitment together with the Term Credit Commitment the "Original Commitment")
to $230,000,000 (such increase, the "Incremental Commitment") and (ii) permit
Overadvances (defined below).

                  NOW, THEREFORE, in consideration of the covenants, conditions
and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:

                  1.       AMENDMENTS TO THE CREDIT AGREEMENT. The Credit
Agreement is hereby amended as follows:

                           (a)      Section 1.1 is amended to add the following
         definitions:

                                    "'Overadvances' has the meaning specified in
                           Section 2.1(c)."

                                    "'Post-Petition Obligation Credit' has the
                           meaning set forth in Section 2.10(a)."

                           (b)      Section 2.1 is hereby amended by adding the
         following new paragraph as Section 2.1(c):

                                    "(c) Any provision of this Agreement to the
                           contrary notwithstanding, at the request of the
                           Borrower, the Administrative Agent may, in its sole
                           and absolute discretion (but shall have absolutely no
                           obligation to), make a Revolving Loan to Borrower on
                           behalf of the



<PAGE>   2

                           Lenders in amounts that cause the outstanding
                           balance of the aggregate Revolving Loans then
                           outstanding, after giving effect to such Revolving
                           Loan, to exceed the amount equal to the Borrowing
                           Base less Availability Reserves, in each case then
                           in effect at such time (any such excess Revolving
                           Loan is herein referred to collectively as an
                           "Overadvance" and collectively, the "Overadvances");
                           provided, however (i) no such event or occurrence
                           shall cause or constitute a waiver of the
                           Administrative Agent's or any Lender's right to
                           refuse to make any further Overadvance, or to make
                           any Revolving Loans or Term Loans in accordance with
                           this Agreement and the other Loan Documents, and
                           (ii) no Overadvance shall result in a Default or
                           Event of Default due to Borrower's failure to comply
                           with Section 2.7(d), but solely with respect to the
                           amount of such Overadvance. Overadvances may be made
                           notwithstanding the condition set forth in Section
                           3.2(c)(i). All Overadvances shall bear interest at
                           the rates and be payable on the dates set forth in
                           Section 2.8. Any Overadvance made pursuant to this
                           Section 2.1(c) shall be repaid on the Revolving
                           Credit Termination Date. The authority of the
                           Administrative Agent to make Overadvances is limited
                           to an aggregate principal amount not to exceed
                           $130,000,000 at any time outstanding and shall not
                           cause the aggregate principal amount of the
                           Revolving Loan outstanding at any time to exceed the
                           Revolving Credit Commitment."

                           (c)      Section 2.2(a)(i) is hereby deleted and
         replaced with the following:

                                    "(i) whether the proposed Borrowing consists
                           of a Revolving Loan, a Term Loan or both and if the
                           Borrowing of Revolving Loans constitutes a request
                           for an Overadvance, the intended use of the proceeds
                           thereof,"

                           (d)      The first sentence of Section 2.6(a) is
         hereby deleted and replaced with the following:

                           "The Borrower may, upon at least one Business Day's
                           prior notice to the Administrative Agent, prepay the
                           outstanding principal amount of the Loans in whole or
                           in part; provided, however, that each partial
                           prepayment of Loans shall be in an aggregate
                           principal amount not less than $100,000; provided
                           further that all prepayments of the Revolving Loans
                           shall first be applied to Overadvances then
                           outstanding."

                                       2
<PAGE>   3

                           (e)      Section 2.7(d) is hereby deleted and
         replaced with the following:

                                    "(d) If, at any time, the aggregate
                           principal amount of the aggregate Revolving Loans
                           then outstanding (excluding Overadvances) exceeds by
                           more than $10,000,000 the amount equal to the
                           Borrowing Base less Availability Reserves, in each
                           case then in effect at such time, the Borrower shall
                           forthwith prepay the Revolving Loans then outstanding
                           in an amount equal to such excess. Overadvances made
                           pursuant to Section 2.1(c) shall be repaid on the
                           Revolving Credit Termination Date. If, at any time,
                           the aggregate principal amount of the aggregate
                           Revolving Loans (including Overadvances) exceeds the
                           aggregate Revolving Credit Commitments, the Borrower
                           shall forthwith prepay the Revolving Loans then
                           outstanding in an amount equal to such excess. If, at
                           any time, the aggregate principal amount of the
                           aggregate Term Loans exceeds the aggregate Term
                           Credit Commitments, the Borrower shall forthwith
                           prepay the Term Loans then outstanding in an amount
                           equal to such excess."

                           (f)      Section 2.7 is hereby amended by adding the
         following new paragraph as Section 2.7(e):

                                    "(e) Notwithstanding anything to the
                           contrary set forth in Section 2.7, except with
                           respect to the first sentence of Section 2.7(d), any
                           payments of the Revolving Loans pursuant to this
                           Section 2.7 shall first be applied to Overadvances
                           then outstanding."

                           (g)      Section 2.9(b) is hereby deleted and
         replaced with the following:

                                    "(b) The Borrower agrees to pay to the
                           Administrative Agent an arrangement fee equal to four
                           percent (4%) of the Original Commitment and two
                           percent (2%) of the Incremental Commitment
                           (collectively, the "Arrangement Fee"), payable on the
                           date of the funding of each Borrowing; provided,
                           however, that the Arrangement Fee shall only be
                           payable on that portion of such Borrowing equal to
                           the amount (if any) by which (i) the total
                           outstanding amount of the Loans (after giving effect
                           to the Borrowing) on the date of such Borrowing,
                           exceeds (ii) the maximum amount of the Loans
                           outstanding on any date prior to the date of such
                           Borrowing; provided further that all Borrowings
                           outstanding at any time up to $200 million shall be
                           deemed to be Borrowings of the Original Commitment
                           and; provided further, that in the event that

                                       3
<PAGE>   4

                           American shall make the Final Accepted Offer (as
                           defined in the Asset Purchase Agreement) for the
                           Transferred Assets (as defined in the Asset Purchase
                           Agreement) or the Non-Worldspan Assets (as defined in
                           the Asset Purchase Agreement) then one-half of the
                           Arrangement Fee paid to Administrative Agent shall be
                           returned and refunded to the Borrower on the closing
                           date for such asset purchase."

                           (h)      Section 2.10 is hereby amended to add the
         following language at the end of Section 2.10(a):

                           "Notwithstanding any provision in this Agreement to
                           the contrary, in the event AMR Finance or any of its
                           Affiliates purchases any asset or assets of the
                           Borrower or its Subsidiaries, whether pursuant to the
                           Asset Purchase Agreement or otherwise, or incurs any
                           other obligation to any of the Borrower or any of its
                           Subsidiaries or any trustee or examiner for the
                           Borrower or any of its Subsidiaries appointed under
                           chapter 7 or chapter 11 of the Bankruptcy Code, AMR
                           Finance and its Affiliates shall be entitled to pay
                           the purchase price or satisfy any such obligation by
                           a credit of the amount of such purchase price or
                           other obligation against the Obligations owing to AMR
                           Finance, without further order of the Bankruptcy
                           Court or notice to any other party, whether or not
                           such Obligations are then due and payable (the
                           "Post-Petition Obligation Credit") and the
                           Obligations owing to AMR Finance shall be reduced by
                           the amount of the Post-Petition Obligation Credit
                           owing to AMR Finance."

                           (i)      Section 3.2 is hereby amended to re-letter
         clause (g) thereof as clause (h) and insert the following new
         clause (g):

                                    "(g) Arrangement Fee. The Administrative
                           Agent shall have received (or shall receive
                           simultaneously with the funding of any Borrowing) the
                           Arrangement Fee (if any) due and owing in respect of
                           such Borrowing pursuant to Section 2.9(b)."

                           (j)      Section 4.11 is hereby amended to add the
         following language at the end of Section 4.11:

                           "Notwithstanding the foregoing, the proceeds of the
                           Overadvances shall be used only for the purpose
                           detailed in the Notice of Borrowing requesting such
                           Overadvance and which is approved by the
                           Administrative Agent in writing prior to the date of
                           such Overadvance."

                                        4
<PAGE>   5

                           (k)      Schedule I is hereby deleted and replaced
         with Schedule I attached hereto.

                           (l)      Exhibit C is hereby deleted and replaced
         with Exhibit C attached hereto.

                  2. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges
and agrees that the Lenders executing this Amendment have done so in their sole
discretion and without any obligation.

                  3. SUBSIDIARIES ACKNOWLEDGMENT. By signing below, each of the
Subsidiaries which has executed the Credit Agreement (a) consents and agrees to
the execution and delivery of this Amendment, (b) ratifies and confirms its
obligations under the Credit Agreement and the other Loan Documents, (c)
acknowledges and agrees that its obligations under the Credit Agreement and the
other Loan Documents are not released, diminished, impaired, reduced, or
otherwise adversely affected by this Amendment, and (d) acknowledges and agrees
that it has no claims or offsets against, or defenses or counterclaims to, its
obligations under the Credit Agreement or any of the other Loan Documents.

                  4. REPRESENTATIONS AND WARRANTIES TRUE, NO EVENT OF DEFAULT.
By its execution and delivery hereof, the Borrower represents and warrants, as
to itself and as to its Subsidiaries, to the Administrative Agent and the
Lenders that, as of the date hereof:

                           (a) the representations and warranties contained in
         the Credit Agreement and the other Loan Documents are true and correct
         in all material respects on and as of the date hereof as made on and as
         of such date, except for any representations and warranties made as of
         a specific date, which shall be true and correct in all material
         respects as of such specific date; and

                           (b) after giving effect to this Amendment, no event
         has occurred and is continuing which constitutes a Default or an Event
         of Default.

                  5. CONDITIONS OF EFFECTIVENESS. This Amendment shall not be
effective until each of the following conditions precedent shall have been
satisfied:

                           (a) This Amendment has been executed by Borrower, the
         Guarantors, the Administrative Agent and the Lenders; and

                           (b) The Administrative Agent shall have received such
         documents, certificates and instruments as the Administrative Agent
         shall reasonably require, including an order of the Bankruptcy Court
         approving this Amendment; and

                           (c) Borrower shall have paid to the Administrative
         Agent the reasonable fees and expenses of the Administrative Agent's
         counsel.

                  6. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or


                                       5
<PAGE>   6

words of like or similar import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.

                  7. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Amendment may be validly executed and delivered by facsimile or
other electronic transmission.

                  8. GOVERNING LAW: BINDING EFFECT. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York
and shall be binding upon the Borrower, the Guarantors, the Administrative
Agent, each Lender and their respective successors and assigns.

                  9. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  10. LOAN DOCUMENT. This Amendment is a Loan Document and is
subject to all provisions of the Credit Agreement applicable to Loan Documents,
all of which are incorporated in this Amendment by reference as if set forth in
this Amendment verbatim.

                  11. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                        6
<PAGE>   7



         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


                                   TRANS WORLD AIRLINES, INC.,
                                   as Borrower


                                   By:
                                      ------------------------------------------
                                   Name: William P. Compton
                                   Title: President and Chief Executive Officer


                                   AMBASSADOR FUEL CORPORATION,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Michael Palumbo
                                   Title: President


                                   MEGA ADVERTISING INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary


                                   NORTHWEST 112TH STREET CORPORATION,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary


                                   THE TWA AMBASSADOR CLUB, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary



                                       7
<PAGE>   8

                                   TRANS WORLD COMPUTER SERVICES, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary


                                   TRANSCONTINENTAL & WESTERN AIR, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: William P. Compton
                                   Title: President


                                   TWA AVIATION, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary


                                   TWA GROUP, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J.M. Rutterer
                                   Title: Secretary


                                   TWA STANDARDS & CONTROLS, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Assistant Secretary

                                       8

<PAGE>   9

                                   OZARK GROUP, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Michael Palumbo
                                   Title: President


                                   TWA NIPPON, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                   TWA EMPLOYEE SERVICES, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                   TWA GETAWAY VACATIONS, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Assistant Secretary


                                   TRANS WORLD EXPRESS, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                       9

<PAGE>   10

                                   INTERNATIONAL AVIATION SECURITY, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                   GETAWAY MANAGEMENT SERVICES, INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                   THE GETAWAY GROUP (UK), INC.,
                                   as a Guarantor


                                   By:
                                      ------------------------------------------
                                   Name: Paul J. M. Rutterer
                                   Title: Secretary


                                   AMR FINANCE, INC.,
                                   as Agent and Lender


                                   By:
                                      ------------------------------------------
                                   Name: Thomas Horton
                                   Title: Senior Vice President &
                                          Chief Financial Officer


                                       10




<PAGE>   11



                                   Schedule I


<TABLE>
<CAPTION>
        LENDER        REVOLVING CREDIT COMMITMENT       TERM CREDIT COMMITMENT
        ------        ---------------------------       ----------------------
<S>                   <C>                              <C>
AMR Finance, Inc.            $230,000,000                     $100,000,000
</TABLE>



                                       11






</TEXT>
</DOCUMENT>
