SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2010

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

          On April 15, 2010, Trans World Entertainment Corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders, under which the lenders committed to provide up to $100.0 million in loans under a secured revolving credit facility (the “Credit Facility”). The Credit Agreement amends and restates the Company’s existing Credit Agreement dated as of January 5, 2006 (as amended by the First Amendment to Credit Agreement, dated as of March 23, 2006, and by the Second Amendment to Credit Agreement, dated as of October 20, 2006). Bank of America, N.A. is the collateral agent; it and Wells Fargo Retail Finance, LLC are co-documentation agents.

          The Credit Facility will be secured by a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents, intellectual property and certain other collateral of the borrowers and the guarantor under the Credit Facility (collectively, the “Credit Facility Parties”) and a first priority pledge of equity interests in certain of the Company’s subsidiaries.

          The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $15 million of the Credit Facility may be used for the issuance of letters of credit and up to $10 million of the Credit Facility may be used for the making of swing line loans.

          Interest under the Credit Facility will accrue, at the election of the Company, at a Base Rate or LIBO Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of Availability as defined in the Credit Agreement, with the Applicable Margin for LIBO Rate loans ranging from 4.00% to 4.50% and the Applicable Margin for Base Rate loans ranging from 3.00% to 3.50%. In addition, a commitment fee of 0.75% is payable on unused commitments. Letter of credit fees are payable on the maximum daily amount to be drawn under a letter of credit at a rate equal to the Applicable Margin for LIBO Rate Loans ranging from 4.00% to 4.50%.