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Exhibit 10.25
 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
           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 Appraised Inventory Percentage is hereby amended by
deleting the following therefrom:
 88%
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85%
 b.
    
    The definition of Base Margin is hereby amended by inserting the following provisions at
the end thereof:
  Level
    
    Average Availability
    
    Libor MarginI
    
    Greater than $35,000,000
    
    
    0.00
    %II
    
    Greater than or equal to $25,000,000
    
    
    0.00
    %and less than or equal to $35,000,000III
    
    less than $25,000,000
    
    
    0.00
    %
  c.
    
    The definition of Libor Margin is hereby amended by inserting the following provisions
at the end thereof:
  Level
    
    Average Availability
    
    Libor MarginI
    
    Greater than $35,000,000
    
    
    1.25
    %II
    
    Greater than or equal to $25,000,000
    
    
    1.50
    %and less than or equal to $35, 000,000III
    
    less than $25,000,000
    
    
    1.75
    %
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d.
    
    The definition of Majority Lenders is hereby deleted in its entirety, and the following
substituted in its stead:
 
Majority Lenders %
 e.
    
    The definition of Maturity Date is hereby amended by deleting the following therefrom:
 August 29, 2007
  August 29, 2011
 f.
    
    The definition of Revolving Credit Ceiling is hereby deleted in its entirety,
and the following substituted in its stead:
 Revolving Credit Ceiling
 g.
    
    The following new definition is hereby added to the Agreement:
 Fifth Amendment
 3.
    
    Amendments to Article 2. The provisions of Article 2 of the Agreement are hereby
amended as follows:
 a.
    
    Section 2-14 of the Agreement is hereby amended as follows:
 i.
    
    by deleting the following from the fourth (4th) line thereof:
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$80,000,000.00
  $100,000,000.00
 ii.
    
    by inserting the following provision at the end thereof:
 Unused Line Fee
 b.
    
    Section 2-18(b)(i) of the Agreement is hereby amended by deleting the following therefrom:
 $10,000,000.00
  $20,000,000.00
 4.
    
    Amendments to Article 5. The provisions of Article 5 are hereby amended as follows:
 a.
    
    Section 5-5(a)(i) of the Agreement is hereby amended by inserting the following provision at the
end thereof:
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b.
    
    Section 5-11 of the Agreement is hereby deleted in its entirety, and the following
substituted in its stead:
 5-11. FINANCIAL PERFORMANCE COVENANT.
 5.
    
    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 arc 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.
 6.
    
    Amendment Fee. As compensation for the commitments of the Revolving Credit
Lenders to enter into this Fifth Amendment with the Borrower and to continue to make loans and
advances to the Borrower and as compensation for such Revolving Credit Lenders respective
maintenance of sufficient funds available for such purpose, such Revolving Credit Lenders have
earned an Amendment Fee (the Amendment Fee) in the amount and which shall be paid, in accordance
with the terms and conditions of the Amendment Fee Letter of even date herewith by and between the
Borrower and the Agent (the Amendment Fee Letter). The Amendment Fee shall be deemed fully earned
upon the execution hereof and shall not be subject to refund or rebate under any circumstances.7.
    
    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.8.
    
    Conditions to Effectiveness. This Fifth Amendment shall be become effective upon
the satisfaction of the following conditions precedent:
 a.
    
    This Fifth 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 paid to the Agent, for the ratable benefit of the Revolving
Credit Lenders, the Amendment Fee.
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c.
    
    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.d.
    
    All proceedings in connection with the transactions contemplated by this Fifth
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 to reflect
the increase in the Revolving Credit Ceiling, the Amendment Fee Letter, and a ratification by each
guarantor of their respective guaranties.c.
    
    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 Fifth
Amendment.
 9.
    
    Miscellaneous.
 a.
    
    This Fifth 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 Fifth Amendment and the Amendment Fee Letter express 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 Fifth 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 Fifth 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 Fifth 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 Fifth Amendment and is not
relying on any representations or warranties of any
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Revolving Credit Lender or the Agent or their respective counsel in entering into this Fifth
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.
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HASTINGS ENTERTAINMENT, INC.(Borrower)By:
Name:
    
    /s/ Dan Crow

Dan CrowTitle:
    
    CFO / Senior Vice PresidentFLEET RETAIL GROUP, LLC(Agent)By:
Name:
    
    /s/ Daniel Platt

Daniel PlattTitle:
    
    Managing DirectorTHE CIT GROUP/BUSINESS CREDIT, INC.(Co-Agent)By:
Name:
    
    /s/ Adrian Avalos

Adrian AvalosTitte:
    
    VP
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FLEET RETAIL GROUP, LLCBy:
Name:
    
    /s/ Daniel Platt

Daniel PlattTitle:
    
    Managing DirectorTHE CIT GROUP/BUSINESS CREDIT, INC.By:
Name:
    
    /s/ Adrian Avalos

Adrian AvalosTitle:
    
    VP
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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
    
    $
    60,000,000.00
    

    
    60%The CIT Group/Business Credit, Inc.
    
    $
    40,000,000.00
    

    
    40%Inc.Totals
    
    $
    100,000,000.00
    

    
    100.000%
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(a)
    
    acknowledges and agrees that any and all increases in and to the Revolving
Credit Ceiling and all loans and advances made thereunder constitute Liabilities which
have been guarantied by the undersigned pursuant to their respective Guaranties.(b)
    
    ratifies, confirms and reaffirms, all and singular, the terms and conditions
of, and all warranties and representations set forth in, their respective Guaranties.(c)
    
    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.(d)
    
    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 WAIVES and RELEASES
the same.




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Very truly yours,Witness:
    
    HASTINGS COLLEGE STORES, INC./s/ Lois Ross
    
    By:
    
    /s/ Dan CrowName:
    
    Dan CrowTitle:
    
    PresidentWitness:
    
    HASTINGS INTERNET, INC./s/ Lois Ross
    
    By:
    
    /s/ Dan CrowName:
    
    Dan CrowTitle:
    
    PresidentWitness:
    
    HASTINGS PROPERTIES, INC./s/ Lois Ross
    
    By:
    
    /s/ Dan CrowName:
    
    Dan CrowTitle:
    
    President
 -2-




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By:
    
    /s/ Daniel PlattName:
    
    Daniel PlattTitle:
    
    Managing Director
 
 By:
    
    /s/ Adrian AvalosName:
    
    Adrian AvalosTitle:
    
    VP
 -3-