from SC 13D/A
1 page
Robert J. Higgins Trans World Entertainment Corporation 38 Corporate Circle Albany, New York 12203 February 1, 2008 Mr. Bryant Riley Riley Investment Management LLC 11100 Santa Monica Boulevard, Suite 810 Los Angeles, California 90025 Re: Reinstatement and Amendment of Letter of Intent - Possible Going Private Transaction Dear Bryant: Reference Is Made to That Certain Letter of Intent, Date November 28, 2007 (The "Letter of Intent"), Between US Regarding a Possible Going Private Transaction in Which We Would Jointly Acquire All Outstanding Shares of the Common Stock, Par Value $0.01 Per Share, of Trans World Entertainment Corporation Not Owned by US or by Other Persons or Entities Who May Participate With US. This Letter Agreement (This "Amendment") Confirms Our Agreement to Hereby (I) Reinstate the Letter of Intent, Which Expired by Its Terms on January 27, 2008, and Make It Effective in Accordance With Its Terms, as Amended by This Amendment, and (II) Amend the Section of the Letter of Intent Titled "Term" by Deleting It in Its Entirety and Inserting the Following in Lieu Thereof: "Term Except as Otherwise Specifically Provided in This Letter Agreement, the Obligations of Higgins and Riley Under This Letter of Intent Shall Terminate at the Earlier of March 31, 2008 and the Date That Definitive Documentation in Connection With the Transactions Contemplated Hereby Has Been Signed Among Trans World, Venture LLC and/or the Parties Hereto and Their Respective Affiliates." [Signatures on Following Page] <page> Please Return a Signed Copy of This Amendment Duly Signed by You in Order to Indicate Your Acceptance of the Foregoing. Very Truly Yours, /S/ Robert J. Higgins Robert J. Higgins Accepted and Agreed to on February 1, 2008 Riley Investment Management LLC By: /S/ Bryant Riley Name: Bryant Riley Title: Managing Member [Signature Page to Amendment to Loi Regarding Acquisition]
