0001104659-04-010272 Sample Contracts

Re: Amendment No. 8 to Loan and Security Agreement
Loan and Security Agreement • April 15th, 2004 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York

Reference is made to the Loan and Security Agreement, dated July 9, 1997, by and among Congress Financial Corporation (“Lender”), Trans World Entertainment Corporation (“TWE”), Record Town, Inc. (“RTI”), Record Town Minnesota, LLC (“RT Minnesota”), and Record Town Michigan, Inc. (“RT Michigan”; and together with TWE, RTI and RT Minnesota, each, individually, an “Existing Borrower” and, collectively, “Existing Borrowers”), as amended by Amendment No. 1 to Loan and Security Agreement, dated as of February 17, 1998, Amendment No. 2 to Loan and Security Agreement, dated May 29, 1998, Amendment No. 3 to Loan and Security Agreement, dated as of December 31, 1998, Amendment No. 4 to Loan and Security Agreement, dated as of May 31, 1999, Amendment No. 5 to Loan and Security Agreement, dated as of June 30, 2000, Amendment No. 6 to Loan and Security Agreement, dated as of May 30, 2003, Amendment No. 7 to Loan and Security Agreement, dated as of December 19, 2003, and as further amended by this A

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Re: Amendment No. 7 to Loan and Security Agreement
Loan and Security Agreement • April 15th, 2004 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York

Reference is made to the Loan and Security Agreement, dated as of July 9, 1997, by and among Congress Financial Corporation (“Lender”), Trans World Entertainment Corporation (“TWE”), Record Town, Inc. (“RTI”), Record Town Minnesota, LLC (“RT Minnesota”), and Record Town Michigan, Inc. (“RT Michigan”; and together with TWE, RTI and RT Minnesota, individually and collectively, jointly and severally, “Borrowers”), as amended by Amendment No. 1 to Loan and Security Agreement, dated as of February 17, 1998, Amendment No. 2 to Loan and Security Agreement, dated May 29, 1998, Amendment No. 3 to Loan and Security Agreement, dated as of December 31, 1998, Amendment No. 4 to Loan and Security Agreement, dated as of May 31, 1999, Amendment No. 5 to Loan and Security Agreement, dated as of June 30, 2000, Amendment No. 6 to Loan and Security Agreement, dated as of May 30, 2003 (“Amendment No. 6 to Loan Agreement”), and as further amended by this Amendment No. 7 to Loan and Security Agreement (this

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