Higgins Robert J – ‘SC 13D/A’ on 4/4/08 re: Trans World Entertainment Corp – ‘EX-4’

On:  Friday, 4/4/08, at 4:32pm ET   ·   Accession #:  899140-8-968   ·   File #:  5-37985

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Amendment to General Statement of Beneficial Ownership   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Second Amendment                                       9     32K 
 2: EX-4        Letter to Bryant Riley                                 2      9K 

EX-4   —   Letter to Bryant Riley

EX-4
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                                                                       Exhibit 4

 Robert J. Higgins
 Trans World Entertainment Corporation
 38 Corporate Circle
Albany, New York 12203

April 2, 2008                                                                   

Mr. Bryant Riley                                                                
Riley Investment Management LLC                                                 
11100 Santa Monica Boulevard, Suite 810                                         
Los Angeles, California 90025                                                   

   Re:  Reinstatement and Amendment No. 2 to Letter of Intent - Possible Going
Private Transaction                                           
-------------------                                           

Dear Bryant:                                                                    

    Reference is made to that certain letter of intent, date November 28, 2007
(as reinstated and amended on February 1, 2008, the "Amended 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 Amended Letter of Intent, which expired by its terms on
March 31, 2008, and make it effective in accordance with its terms, as amended  
by this Amendment, and (ii) amend the section of the Amended 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 May 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]

EX-4
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     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                                                       
April 2, 2008                                                                   

Riley Investment Management LLC                                                 

By:   /s/ Bryant Riley                                                          
----------------------------------                                  
Name:   Bryant Riley                                                
Title:  Managing Member                                             

[Signature Page to Amendment No. 2 to LOI regarding Acquisition]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		5/31/08		1					4,  4/A
Filed on:		4/4/08							SC 13D/A
		4/2/08		1		2
		3/31/08		1
		2/1/08		1
		11/28/07		1					SC 13D/A
									List all Filings