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Exhibit 10.13  


 
 

INDEMNIFICATION AGREEMENT    
  





        This Indemnification Agreement (this "Agreement") is made and entered as of February 12, 2003, by and between Trans World Corporation, a Nevada corporation
(the "Company"), TWG International US Corporation, a Nevada Corporation ("International") and Value Partners, Ltd., a Texas limited partnership ("Value Partners").







 
 

BACKGROUND    
  


        A.    The
Company intends to effect an exchange of (i) 22,640 shares of its common stock or (ii) $1,000 principal amount Variable Rate Promissory Notes due
December 2009 (the "Replacement Notes"), for each of the Company's $1,000 principal amount 12% Senior Secured Notes due March 17, 2005 (the "Notes"). In addition, certain tendering
noteholders who have not been paid accrued interest under the Notes will receive an 8% Promissory Note due December 2005 (the "Interest Notes"). 



        B.    The
exchange offer will be made upon the terms and subject to the conditions set forth in the form of Prospectus (the "Prospectus") contained in the
Form S-4 Registration Statement, as amended, filed with the Securities and Exchange Commission (the "Commission") on November 5, 2002 (file number 333-101028)
(the "Registration Statement") and the related Letter of Transmittal filed therewith. 


        C.    Value
Partners currently owns 57.5% of the Company's issued and outstanding common stock, 66.6% of the Company's long-term debt and warrants to purchase an
aggregate of 2,600,000 shares of the Company's common stock. 



        D.    Upon
its review of the Company's Registration Statement, the Commission commented to the Company that Value Partners may be considered a bidder in the exchange offer and
as such is required by to make certain filings with the Commission in accordance with the rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 


        E.    In
order to ensure a timely closing of the exchange offer, Value Partners intends to make filings with the Commission in accordance with the Commission's comment letter. 



        F.    Value
Partners has requested, and the Company and International have agreed to indemnify Value Partners against certain liabilities relating to, arising out of or
resulting from the exchange offer, on the terms set forth in this Agreement. 


        NOW,
THEREFORE, the parties agree as follows: 


        1.    Indemnification.    


        (a)  The
Company and International agree to indemnify and hold harmless Value Partners and Ewing & Partners, its general partner, and each person, if any, who controls
Value Partners or Ewing & Partners within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act") or Section 20(a) of the Exchange Act, against
any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which it may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus,
or in any amendment thereof or supplement thereto, or arise out of or 


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are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;  provided, however, that the
Company and International will not be liable in any such case to the extent but only to the extent that any such loss,
liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of Value Partners expressly for use therein. This indemnification shall be the joint and several obligation of the Company and
International. 


        (b)  Promptly
after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have under this Section, except to the extent such failure prejudiced the indemnifying party). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in
connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) such indemnified party or parties shall have received a written opinion of their counsel concluding that there may be defenses available to it or them which
are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on
behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this subsection to the contrary notwithstanding, an
indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such
consent was not unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability or claims that are the subject matter of such proceeding. 


        2.    Contribution.    In order to provide for contribution in circumstances in which the indemnification provided for
in Section 1 is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified
thereunder, then upon the occurrence of such circumstance, the Company and International shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated
by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims
asserted) as incurred to which Value Partners may be subject. Notwithstanding the provisions of this Section, no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls Value Partners or Ewing & Partners within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to
contribution as Value Partners. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of 


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which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section or otherwise, except to the extent such failure prejudiced such
party. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent
was not unreasonably withheld. 


        3.    Notices.    All communications hereunder, except as may be otherwise specified, shall be in writing and, if sent
to Value Partners, shall be mailed, delivered, or telexed or telegraphed and confirmed in writing, to Ewing & Partners, 4514 Cole Avenue, Dallas, Texas 75205, Attention: Timothy G. Ewing, with
a copy to: Bergman & Bird LLP, 4514 Travis Walk, Suite 300, Dallas, Texas 75205, Attention: Jack R. Bird, Esq.; if sent to the Company and International, shall be mailed, delivered, or
telegraphed and confirmed in writing to Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017, Attention: Chief Executive Officer, with a copy to Elias, Matz, Tiernan &
Herrick L.L.P., 734 15th Street, N.W., 12th Floor, Washington, D.C. 20005, Attention: Jeffrey A. Koeppel, Esq. 


        4.    Parties.    This Agreement shall inure solely to the benefit of, and shall be binding upon, Value Partners, the
Company and International, and the controlling persons, directors, officers and others referred to in Sections 1 and 2, and their respective successors
and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein
contained. The term "successors and assigns" shall not include a purchaser or acquiror, in its capacity as such, of common stock, Replacement Notes or Interest Notes from the Company. 


        5.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware for contracts made and to be fully performed in such state without regard to principles of conflicts of law and by the laws of the United States of America. The parties recognize that it is
the position of the U.S. Securities and Exchange Commission that indemnification for violations of the federal securities laws is against public policy as expressed in the Securities Act of 1933, as
amended, and may be unenforceable. 


        6.    Counterparts.    This Agreement may be executed and delivered (including by facsimile transmission) in one or
more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. 


        7.    Amendment.    This Agreement may not be amended except by an instrument signed by the parties. 



        8.    Waivers.    Either party may (i) extend the time for the performance of any of the obligations or other
act of the other party or (ii) waive compliance with any of the agreements contained herein. No waiver shall be effective unless signed by the parties. No waiver of any term shall be construed
as a subsequent waiver of the same term, or a waiver of any other term, of this Agreement. The failure of any party to assert any of its rights hereunder will not constitute a waiver of any such
rights. 


        9.    Severability.    If any provision of this Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, such provision shall be deemed severable and all other provisions of this Agreement shall nevertheless remain in full force and effect. 


        10.    Headings.    Section headings in this Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. 


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        IN
WITNESS WHEREOF, the parties have duly executed this Indemnification Agreement as of the date first above written. 






	

 	
 	

VALUE PARTNERS, LTD.
	

 	
 	

By:	
 	

EWING & PARTNERS

as General Partner
	

 	
 	

By:	
 	

/s/  TIMOTHY G. EWING      
 Timothy G. Ewing

Managing General Partner
	

 	
 	

TRANS WORLD CORPORATION
	

 	
 	

By:	
 	

/s/  RAMI S. RAMADAN      
  
	

 	
 	

Name:	
 	

Rami S. Ramadan
  
	

 	
 	

Title:	
 	

Chief Executive Officer
  
	

 	
 	

TWG INTERNATIONAL US CORPORATION
	

 	
 	

By:	
 	

/s/  RAMI S. RAMADAN      
  
	

 	
 	

Name:	
 	

Rami S. Ramadan
  
	

 	
 	

Title:	
 	

Chief Executive Officer
  





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INDEMNIFICATION AGREEMENT

BACKGROUND