0000930413-07-009010 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • November 27th, 2007 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of November 20, 2007, is between Trans World Entertainment Corporation, a New York corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company as successor in interest to ChaseMellon Shareholder Services, L.L.C. (the “Rights Agent”) and amends the Rights Agreement (the “Rights Agreement”), dated as of August 11, 2000, between the Company and the Rights Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

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