Exhibit 4
Xxxxxx X. Xxxxxxx
Trans World Entertainment Corporation
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
April 2, 2008
Xx. Xxxxxx Xxxxx
Xxxxx Investment Management LLC
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Reinstatement and Amendment No. 2 to Letter of Intent - Possible Going
Private Transaction
-------------------
Dear Xxxxxx:
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 Xxxxxxx and Xxxxx
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]
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/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
Accepted and Agreed to on
April 2, 2008
Xxxxx Investment Management LLC
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Member
[Signature Page to Amendment No. 2 to LOI regarding Acquisition]
