##### 



SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 th
          1.
    
    Capitalized Terms. All capitalized terms used herein and not otherwise defined shall
have the same meaning herein as in the Agreement.
 2.
    
    Amendments to Article 1. The provisions of Article 1 of the Agreement are hereby
amended as follows:
 a.
    
    The definition of Base Margin is hereby amended by inserting the following
provisions at the end thereof:
 1




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Level
    
    Average Availability.
    
    Base MarginI
    
    Greater than $35,000,000
    
    
    0.00
    %II
    
    Greater than $30,000,000 but less than
or equal to $35,000,000
    
    
    0.00
    %III
    
    Greater than $20,000,000 but less than
or equal to $30,000,000
    
    
    0.00
    %IV
    
    Less than or equal to $20,000,000
    
    
    0.00
    %
  b.
    
    The definition of Libor Margin is hereby amended by inserting the following
provisions at the end thereof:
  Level
    
    Average Availability
    
    Libor MargiaI
    
    Greater than $35,000,000
    
    
    1.00
    %II
    
    Greater than $30,000,000 but less than or equal
to $35,000,000
    
    
    1.25
    %III
    
    Greater than $20,000,000 but less than or equal
to $30,000,000
    
    
    1.50
    %IV
    
    less than $20,000,000
    
    
    1.75
    %
 2




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c.
    
    The following new definition is hereby added to the Agreement:
 Sixth Amendment
 3.
    
    Amendment to Article 4. Section 4-19 of the Agreement is hereby amended by adding
the words following the effective date of the Sixth Amendment after the words $15 Million
in the second line thereof.
 4.
    
    Amendments to Exhibits.
 a.
    
    Exhibit 2:2-22 is hereby deleted in its entirety, and is replaced by Exhibit 2:2-22 annexed
hereto and incorporated herein by reference.b.
    
    The remaining Exhibits to the Agreement are true and accurate in all respects and there have
been no changes thereto from the date on which such Exhibits were delivered to the Agent.
 5.
    
    Ratification of Loan Documents. Except as provided herein, all terms and conditions of the
Agreement and the other Loan Documents remain in full force and effect. The Borrower hereby
ratifies, confirms, and reaffirms all representations, warranties, and covenants contained therein
and hereby represents that no Events of Default exist under the Loan Documents. The Borrower
further ratifies and confirms that any and all Collateral previously granted to the Agent for the
ratable benefit of the Revolving Credit Lenders continues to secure the existing Liabilities as
well as the Liabilities as amended hereby, and any future Liabilities.
 6.
    
    Conditions to Effectiveness. This Sixth Amendment shall be become effective upon the
satisfaction of the following conditions precedent:
 a.
    
    This Sixth Amendment shall have been duly executed and delivered by each of
the Borrower, the Revolving Credit Lenders and the Agent and shall be in full force
and effect.
 
 3




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b.
    
    The Borrower shall have delivered to the Agent its Secretarys Certificate with
certified copies of (i) Incumbency Certificate; (ii) Specimen Signatures; and (iii)
Resolutions.c.
    
    All proceedings in connection with the transactions contemplated by this Sixth
Amendment and all documents incident thereto shall be reasonably satisfactory in
substance and form to the Agent, and the Agent shall have received all information and
such counterpart originals or certified or other copies of such documents as the Agent
may reasonably request. Further, the Borrower shall have delivered to the Agent such
additional documents which the Agent may reasonably request, including, without
limitation, an amended and restated Revolving Credit Note in favor of Fleet Retail
Group, LLC and a ratification by each guarantor of their respective guaranties.d.
    
    The Agent shall have received the Assignment and Acceptance between The CIT
Group/Business Credit, Inc. and Fleet Retail Group, LLC.e.
    
    The Borrower shall have paid all reasonable costs and expenses of the
Agent including, without limitation, all attorneys fees and expenses incurred by
the Agent in connection with the Agreement, the Loan Documents, and the
preparation, negotiation and execution of this Sixth Amendment.
 7.
    
    Miscellaneous.
 a.
    
    This Sixth Amendment may be executed in several counterparts and by each party
on a separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument.b.
    
    This Sixth Amendment expresses the entire understanding of the parties
with respect to the transactions contemplated hereby. No prior negotiations or
discussions shall limit, modify, or otherwise affect the provisions hereof.c.
    
    Any determination that any provision of this Sixth Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance shall
not effect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions of this
Sixth Amendment.d.
    
    The Borrower shall pay on demand all costs and expenses of the Agent,
including, without limitation, reasonable attorneys fees in connection with the
preparation, negotiation, execution and delivery of this Sixth Amendment.e.
    
    The Borrower warrants and represents that the Borrower has consulted with
independent legal counsel of the Borrowers selection in connection with this Sixth
Amendment and is not relying on any representations or warranties of any
 4




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Revolving Credit Lender or the Agent or their respective counsel in entering into this
Sixth Amendment.f.
    
    The Borrower acknowledges and agrees that the Borrower does not have any
claims, counterclaims, offsets, or defenses against any Revolving Credit Lender or the
Agent directly or indirectly relating to the Borrowers relationship with, and/or the
Borrowers Liabilities, and to the extent that the Borrower has or ever had any such
claims, counterclaims, offsets, or defenses against any of the Revolving Credit Lenders or
the Agent, the Borrower affirmatively WAIVES the same. The Borrower, and for its
representatives, successors and assigns, hereby RELEASES,and forever discharges
the Revolving Credit Lenders and the Agent and their respective officers, directors,
agents, servants, attorneys, and employees, and their respective representatives,
successors and assigns, of, to, and from all known debts, demands, actions, suits,
accounts, covenants, contracts, agreements, damages, and any and all claims, demands, or
liabilities whatsoever, of every name and nature, both at law and in equity through the
date hereof.
  5




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HASTINGS ENTERTAINMENT, INC. 
(Borrower)By: [ILLEGIBLE]Name: DAN CROWTitle: CFOFLEET RETAIL GROUP, LLC
(Agent)By: [ILLEGIBLE]Name: MARK D. TWONEYTitle: U. P.
 6




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EXHIBIT 2:2-22
 REVOLVING CREDIT LENDERS COMMITMENTS
 Revolving Credit
    
    
    Revolving CreditRevolving Credit Lender
    
    Dollar Commitment
    
    
    Commitment PercentageFleet Retail Group, LLC
    
    
    $100,000,000.00
    
    
    
    100
    %Totals
    
    $
    100,000,000.00
    
    
    
    100
    %
 7




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(a)
    
    ratifies, confirms and reaffirms, all and singular, the terms and conditions
of, and all warranties and representations set forth in, their respective Guaranties.(b)
    
    acknowledges, confirms and agrees that their respective Guaranties remain in
full force and effect and shall in no way be limited or affected by the Amendment.(c)
    
    acknowledges and agrees that such Person has no offsets, defenses, or
counterclaims against the Agent, or any Revolving Credit Lender with respect to such
Persons Guaranty or otherwise, and to the extent that any of the undersigned has any
such offsets, defenses, or counterclaims, then such Person hereby WAIVESand RELEASES
the same.
 8




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##### 



Very truly yours,HASTINGS COLLEGE STORES, INC.Witness:Stephanie Eslep
    
    By: [ILLEGIBLE]Name: DAN CROWTitle: CFOHASTINGS INTERNET, INC.Witness:Stephanie Eslep
    
    By: [ILLEGIBLE]Name: DAN CROWTitle: CFOWitness:Stephanie Eslep
    
    HASTINGS PROPERTIES, INC.By: [ILLEGIBLE]Name: DAN CROWTitle: CFO
  
 By:
    
    /s/ Mark D. TworeyName:Title:
 9




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##### 



ASSIGNMENT ANDACCEPTANCE
  Loan Agreement) Revolving Credit Lenders
  Assignor)
 Assignee)
 1.
    
    Assignment and Assumption:The Assignor hereby sells and
assigns to the Assignee, and the
Assignee hereby purchases and
assumes from the Assignor, as of the
Effective Date, 100% of the
Assignors interest in the Revolving
Credit.2.
    
    Representations By Assignor:The Assignor represents that the
Assignor is the legal and beneficial
owner of the interest being assigned
hereby free and clear of any adverse
claims.3.
    
    Exclusion of Warranties by Assignor:The Assignor:
 a.
    
    Makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with this any
Loan Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Loan Document or any other instrument or document furnished
pursuant hereto.b.
    
    Makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or any other Person primarily or secondarily
liable in respect of any of the Liabilities, or the performance or observance by the
Borrower or any other Person primarily or secondarily liable in respect of any of the
Liabilities of any of their obligations under any Loan Documents or any other
instrument or document furnished pursuant hereto or thereto.c.
    
    Attaches the Revolving Credit Note of which the Assignor is the holder
and requests that the Agent cause the Borrowers exchange of such Note for new




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Revolving Credit Notes payable to the Assignor and the Assignee reflecting the
assignment referenced above.
 4.
    
    Assignees Representations Warranties and Agreements:The Assignee:
 a.
    
    Confirms that it has received a copy of the Loan Agreement (and any amendment
thereto), the most recent financial statements then to have been delivered pursuant to
the Loan Agreement, and such other documents and information as the Assignee has deemed
appropriate to make its own credit analysis and decision to enter into such Assignment
and Acceptance.b.
    
    Confirms and represents that, independently and without reliance upon the
Assignor, the Agent, or any other Revolving Credit Lender and based on such documents
and information as the Assignee deems appropriate, has made such Persons own credit
decision to join in the credit facility contemplated by the Loan Documents and to
become a Revolving Credit Lender.c.
    
    Confirms and represents that the Assignee will continue to make such Persons
own credit decisions in taking or not taking action under the Loan Agreement and other
Loan Documents independently and without reliance upon the Assignor, the Agent or any
other Revolving Credit Lender and based on such documents and information as the
Assignee shall deem appropriate at the time.d.
    
    Appoints and authorizes the Agent to take such action on behalf of the Assignee
and to exercise such powers under the Loan Documents as are delegated to the Agent by
the terms hereof or thereof, together with such powers as are reasonably incidental
thereto.e.
    
    Agrees that the Assignee will perform, in accordance with their terms, all of
the obligations which, by the terms of the Loan Agreement and all other Loan Documents
are required to be performed by it as a Revolving Credit Lender as if the Assignee
had been a signatory thereto and to any amendments thereof.f.
    
    Represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance and to perform its obligations hereunder, under the Loan
Agreement and under the Loan Documents.
 5.
    
    Effect of Assignment and Assumption:Following delivery, acceptance and recording by the
Agent of this Assignment and Acceptance, from and after the Effective Date:
 a.
    
    The Assignee be a party to the Loan Agreement and the other Loan Documents
(and any amendments thereto) and to the extent of the commitment assigned by this
Assignment and Acceptance, have the rights and obligations of a Revolving Credit
Lender thereunder.




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##### 



b.
    
    The Assignor shall be released from the Assignors obligations under the Loan
Agreement and the other Loan Documents to the extent of the commitment assigned by
this Assignment and Acceptance.c.
    
    The Agent shall make all payments in respect of the interest in the Revolving
Credit Loans assigned hereby (including payments of principal, interest, and applicable
fees) to the Assignee.d.
    
    The Assignor and Assignee shall make all appropriate adjustments in payments
for periods prior to the Effective Date by the Agent or with respect to the making of
this assignment directly between themselves.
 6.
    
    Massachusetts Law: This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of The Commonwealth of Massachusetts.




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##### 



ASSIGNOR:THE CIT GROUP/BUSINESS
CREDIT, INC.By:
    
    /s/ Adrian AvalosName:
    
    Adrian AvalosTitle:
    
    Vice PresidentASSIGNEE:FLEET RETAIL GROUP, LLCBy:
    
    /s/ Mark D. TwoncyName:
    
    Mark D. TwoncyTitle:
    
    VP




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##### 



REVOLVING CREDIT NOTE
    
    Fleet Retail Group, LLCAgentBoston, Massachusetts
    
    February 28, 2006$40,000,000.00
    
    Payee: The CIT Group / Business Credit, Inc.
 Borrower) Revolving Credit Lender) Loan Agreement) Agent
 Note
   1




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##### 



provided, however,
   WAIVES
 2




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##### 



HASTINGS ENTERTAINMENT,
INC.The (Borrower)
 By:
    
    /s/ Daniel CrowDaniel CrowSenior Vice President




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##### 



(LOGO)
    
    Marjorie B. Crider
mcrider@riemerlaw.com 
(617) 880-3423 direct
(617)692-3423 direct fax
  VIA FEDERAL EXPRESS
 
  original
 1.
    
    Sixth Amendment to Loan and Security Agreement;2.
    
    Confirmation of Guaranty;3.
    
    Assignment and Acceptance Agreement between The CIT Group/Business Credit,
Inc. and Fleet Retail Group, LLC; and4.
    
    Revolving Credit Note dated February 28, 2006 payable to The CIT
Group/Business Credit, Inc. (this Note is no longer in effect and may be destroyed or filed at
your option).
  Very truly yours,-S- Marjorie B. CriderMarjorie B. Crider
 
 cc:
    
    Mr. Mark Twomey (via email, w/out enclosures) Jeff Shrader, Esq. (via
email, w/out enclosures) 
1001545.1
 
  BOSTON
  NEW YORK
  BURLINGTON