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Exhibit 10.23
 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 Fourth Amendment
 Agent
 Co-Agent
  Borrower
  , Agreement
   1.
    
    Capitalized Terms. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Agreement.2.
    
    Amendment to Article 4. The provisions of Article 4 of the Agreement are hereby
amended by deleting Section 4-19(b) in its entirety and substituting the following in its
stead:
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provided, however, provided that
 Cumulative Repurchases ($Million)
    

Minimum
30 day Availability ($Million)Up to 2.5
    
    
    10.0Up to 5.0
    
    
    15.0Up to 15.0
    
    
    20.0
  3.
    
    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.4.
    
    Conditions to Effectiveness. This Fourth Amendment shall be become effective upon the
satisfaction of the following conditions precedent:
 a.
    
    This Fourth 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.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
Fourth
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
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reasonably request, including, without limitation, a ratification by each guarantor
of their respective guaranties.d.
    
    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 Fourth Amendment.
 5.
    
    Miscellaneous.
 a.
    
    This Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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
Fourth Amendment and is not relying on any representations or warranties of any
Revolving Credit Lender or the Agent or their respective counsel in entering into
this Fourth 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
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HASTINGS ENTERTAINMENT, INC.(Borrower)By:
    
    /s/ Dan CrowName:
    
    DAN CROWTitle:FLEET RETAIL GROUP, LLC(Agent)By:
    
    /s/ Daniel PlattName:
    
    Daniel PlattTitle:
    
    DirectorTHE CIT GROUP/BUSINESS CREDIT,
INC.(Co-Agent)By:
    
    /s/ Adrian AvalosName:
    
    ADRIAN AVALOSTitle:
    
    VP
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The Revolving Credit LendersFLEET RETAIL GROUP, LLCBy:
    
    /s/ Daniel PlattName:
    
    Daniel PlattTitle:
    
    DirectorTHE CIT GROUP/BUSINESS CREDIT, INC.By:
    
    /s/ Adrian AvalosName:
    
    ADRIAN AVALOSTitle:
    
    VP
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