exv10w28



 





Exhibit 10.28




SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT




     This Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”) is made as of this
27th day of February, 2007 by and among



     Fleet Retail Group, LLC, f/k/a Fleet Retail Group, Inc., f/k/a Fleet Retail Finance Inc. (the
“Agent”), a Delaware limited liability company with its principal executive offices at 40 Broad
Street, Boston, Massachusetts, for the Revolving Credit Lenders party to the Agreement (defined
below), and



     The Revolving Credit Lenders party to the Agreement, and




     Hastings Entertainment, Inc. (the “Borrower”), a Texas corporation with its principal
executive offices at 3601 Plains Boulevard, Amarillo, Texas 79102;



     in consideration of the mutual covenants herein contained and benefits to be derived here from.



WITNESSETH:




     WHEREAS, on August 29, 2000, the Agent, the Revolving Credit Lenders and the Borrower, among
others, entered in a certain Loan and Security Agreement (as amended and in effect, the
“Agreement”); and



     WHEREAS, contemporaneously herewith, The CIT Group/Business Credit, Inc. is assigning 100% of
its interest in the Revolving Credit to Fleet Retail Group, LLC pursuant to that certain Assignment
and Acceptance by and between The CIT Group/Business Credit, Inc. and Fleet Retail Group, LLC dated
as of even date herewith; and



     WHEREAS, the Agent, the Revolving Credit Lenders and the Borrower desire to modify certain
provisions of the Agreement as set forth herein.



     NOW, THEREFORE, it is hereby agreed among the Agent, the Revolving Credit Lenders and the
Borrower as follows:




	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









 












“Notwithstanding the foregoing provisions, commencing on the first day of
the first Fiscal quarter immediately following the effective date of the Sixth
Amendment, the Base Margin shall be the following percentages based upon the
following criteria:



	 	 	 	 	 	 	 
	Level	 	Average Availability.	 	Base Margin
	I

	 	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	%







On the first day of each fiscal quarter, the Base Margin shall be adjusted based
upon the Borrower’s aggregate daily Average Availability for the immediately
preceding Fiscal quarter divided by the total number of days in such immediately
preceding Fiscal quarter. Provided, however, upon the occurrence of an Event of
Default, interest shall be determined in the manner set forth in Section 2-11(f).”




	b.	 	The definition of “Libor Margin” is hereby amended by inserting the following
provisions at the end thereof:






“Notwithstanding the foregoing provisions, commencing on the first day of the
first Fiscal quarter immediately following the effective date of the Sixth
Amendment, the Libor Margin shall be the following percentages based upon the
following criteria:



	 	 	 	 	 	 	 
	Level	 	Average Availability	 	Libor Margia
	I

	 	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









 






On the first day of each Fiscal quarter, the Libor Margin shall be adjusted
based upon the Borrower’s aggregate daily Average Availability for the immediately
preceding fiscal quarter divided by the total number of days in such immediately
preceding Fiscal quarter. Provided, however, upon the occurrence of an Event of
Default, the Libor Margin shall be immediately increased to the percentage set
forth in Level IV above (even if the Average Availability requirements for another
Level have been met), and interest shall be determined in the manner set forth in
Section 2-11(f).”




	 	c.	 	The following new definition is hereby added to the Agreement:






“Sixth Amendment” Shall mean that certain Sixth Amendment to Loan and Security
Agreement dated February 27, 2007 by and among the Borrower, the Agent and the
Revolving Credit Lenders.




	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.










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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









 






	 	 	 	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.





[remainder of page left intentionally blank]




5









 





     IN WITNESS WHEREOF, the parties have hereunto caused this Sixth Amendment to be executed
and their seals to be hereto affixed as of the date first above written.



	 	 	 
	 

	 	HASTINGS ENTERTAINMENT, INC. 

(“Borrower”)
	 
	 	 
	 

	 	By: [ILLEGIBLE]
	 

	 	Name: DAN CROW
	 

	 	Title: CFO
	 
	 	 
	 

	 	FLEET RETAIL GROUP, LLC

(“Agent”)
	 
	 	 
	 

	 	By: [ILLEGIBLE]
	 

	 	Name: MARK D. TWONEY
	 

	 	Title: U. P.






6









 






EXHIBIT 2:2-22




REVOLVING CREDIT LENDERS’ COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Revolving Credit	 
	Revolving Credit Lender	 	Dollar Commitment	 	 	Commitment Percentage	 
	Fleet Retail Group, LLC
	 	 	$100,000,000.00	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Totals
	 	$	100,000,000.00	 	 	 	100	%






7









 





February 27, 2007




Fleet Retail Group, LLC, As Agent

40 Broad Street




Boston, Massachusetts 02108




     Re: Amendment to Loan Arrangement with Hastings Entertainment, Inc.


Gentlemen:




     Reference is made to a certain loan arrangement originally dated as of August 29, 2000 (the
“Loan Arrangement”) entered into by and among Hastings Entertainment, Inc., a Texas corporation
(the “Borrower”) and Fleet Retail Finance Inc., n/k/a Fleet Retail Group, LLC, as Agent (the
“Agent”) and The CIT Group/Business Credit, Inc. (the “Co-Agent”) for a syndicate of Revolving
Credit Lenders, and such Revolving Credit Lenders, pursuant to which such Revolving Credit Lenders
established a revolving line of credit in the Borrower’s favor in accordance with the terms of a
Loan and Security Agreement dated August 29, 2000 (as amended and in effect, the “Loan
Agreement”). Unless otherwise defined herein, all capitalized terms used herein shall have the
meaning set forth in the Loan Agreement.



     The undersigned have each guarantied the Liabilities of the Borrower pursuant to their
respective Guaranties dated August 29, 2000 (singly, a “Guaranty” and collectively, the
“Guaranties”).



     The Borrower, the Agent and the Revolving Credit Lenders desire to modify and amend the terms
of the Loan Agreement pursuant the terms and conditions of a certain Sixth Amendment to Loan and
Security Agreement of even date (the “Amendment”). The Agent and the Revolving Credit Lenders
have indicated that they will not enter into such Amendment unless, among other things, the
undersigned execute and deliver this letter. Therefore, to induce the Agent and the Revolving
Credit Lenders to enter into the Amendment, the undersigned each hereby:




	 	(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 WAIVES and RELEASES
the same.




8









 











     This letter shall take effect as a sealed instrument as of the date first written above.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	HASTINGS COLLEGE STORES, INC.
	 
	 	 
	Witness:
	 	 
	Stephanie Eslep

	 	By: [ILLEGIBLE]
	 

	 	Name: DAN CROW
	 

	 	Title: CFO
	 
	 	 
	 

	 	HASTINGS INTERNET, INC.
	 
	 	 
	Witness:
	 	 
	Stephanie Eslep

	 	By: [ILLEGIBLE]
	 

	 	Name: DAN CROW
	 

	 	Title: CFO
	 
	 	 
	Witness:
	 	 
	Stephanie Eslep

	 	HASTINGS PROPERTIES, INC.
	 
	 	 
	 

	 	By: [ILLEGIBLE]
	 

	 	Name: DAN CROW
	 

	 	Title: CFO






Acknowledged and Agreed to:




Fleet Retail Group, LLC, as Agent 

and Revolving Credit Lender




	 	 	 	 	 
	By:
	 	/s/ Mark D. Tworey	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 







9










 





ASSIGNMENT AND ACCEPTANCE




Effective Date: February 27, 2007




     Re: Loan and Security Agreement dated August 29, 2000 (as amended and in effect, the
“Loan Agreement”) between Fleet Retail Group, LLC (f/k/a Fleet Retail Finance Inc.), as agent for a
syndicate of revolving credit lenders (the “Revolving Credit Lenders” referenced therein and the
Revolving Credit Lenders, on the one hand, and Hastings Entertainment, Inc., on the other (Terms
used herein which are defined in the Loan Agreement have the same meaning herein as in the Loan
Agreement).



     Agreement By and Between:



     THE CIT GROUP/BUSINESS CREDIT, INC. (The “Assignor”) and



     FLEET RETAIL GROUP, LLC (The “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




 









 






	 	 	 	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.




 









 






	 	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.





 









 





     IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused
this Assignment and Acceptance to be executed on its behalf by its officer thereunto duly
authorized, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS
CREDIT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Adrian Avalos	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Adrian Avalos	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FLEET RETAIL GROUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark D. Twoncy	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark D. Twoncy	 	 
	 

	 	 	 	Title:
	 	VP	 	 






 









 





			
	 	 	 
	REVOLVING CREDIT NOTE
	 	Fleet Retail Group, LLC
	 
	 	Agent
	 	 	 
	Boston, Massachusetts
	 	February 28, 2006
	$40,000,000.00
	 	Payee: The CIT Group / Business Credit, Inc.






     FOR VALUE RECEIVED, the undersigned, Hastings Entertainment, Inc., a Texas corporation with
its principal executive offices at 3601 Plains Boulevard, Amarillo, Texas 79102 (the “Borrower”)
promises to pay to the order of The CIT Group / Business Credit, Inc., a New York corporation
with offices at 5420 LBJ Freeway (Suite 200), Dallas, Texas 75240 (with any subsequent holder, a
“Revolving Credit Lender”) that amount which the Revolving Credit Lender has advanced towards
the aggregate unpaid principal balance of Revolving Credit Loans made to or for the account of
the Borrower pursuant to the Loan and Security Agreement dated August 29, 2000 as amended from
time to time, including pursuant to that certain Fifth Amendment to Loan and Security Agreement
of even date herewith (as such may be amended hereafter, the “Loan Agreement”) between Fleet
Retail Group, LLC, f/k/a Fleet Retail Finance Inc., a Delaware limited liability company with its
offices at 40 Broad Street Boston, Massachusetts 02109 (in Such
capacity, the “Agent”), as agent
for the ratable benefit of the “Revolving: Credit Lenders”, on the one hand, and the Borrower,
on the other, with interest at the rate and payable in the manner stated therein. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.



     This
is a “Revolving Credit Note” (this “Note”) to which reference is made in the Loan
Agreement and is subject to all terms and provisions thereof. The principal of, and interest
on, this. Note shall be payable as provided in the Loan Agreement and shall be subject to
Acceleration as provided therein.



     In the absence of manifest error, the Agent’s books and records concerning Revolving
Credit Loans, the accrual of interest thereon, and the repayment of such Revolving Credit
Loans, shall be prima facie evidence of the Indebtedness hereunder.


     No delay or omission by the Agent or any Revolving Credit Lender in exercising or enforcing any of
the
Agent’s or such Revolving Credit Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall
operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of
Default with
respect hereto hereunder shall operate as a waiver of any other Event of Default hereunder, nor as
a continuing waiver.




1









 





     The Borrower, and each endorser and guarantor of this Note, respectively waives presentment,
demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each of
the Borrower and any endorser or guarantor hereof assents to any
extension or other indulgence
(including, without limitation, the release or substitution of Collateral) permitted by the Agent
with respect to this Note and/or any Collateral given to secure this Note.



     This
Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and
upon their respective heirs, successors, assigns, and representatives, and shall inure to the
benefit of the Lender and its successors, endorsees, and assigns.



     The Liabilities of the Borrower, and of any endorser or guarantor of this Note, are joint and
several, provided, however, the release by the Agent or the Revolving Credit Lender of any one or
more of the Borrower or endorsers or guarantors shall not release any other Person obligated on
account of this Note. Each reference in this Note to the Borrower, any endorser, and any
guarantor, is to such Person individually and also to all such Persons jointly. No Person
obligated on account of this Note may seek contribution from any other Person also obligated
unless and until all Liabilities to the Revolving Credit Lender of the Person from whom
contribution is sought have been satisfied in full.



     This Note is delivered at the offices of the Agent in Boston, Massachusetts and shall be
governed by the laws of The Commonwealth of Massachusetts, and shall take effect as a sealed
instrument.


     This Revolving Credit Note hereby amends and restates in full that certain Revolving Credit
Note dated August 29, 2000 from Borrower to Revolving Credit
Lender.


     The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and
understands that the Agent and the Revolving Credit Lender in the establishment and maintenance of
their respective relationship with the Borrower contemplated by this Note, is relying thereon: THE
BORROWER, AND EACH ENDORSER AND GUARANTOR OF THIS NOTE TO THE EXTENT ENTITLED THERETO, RESPECTIVELY
WAIVES ANY PRESENT OR FUTURE RIGHT IT MAY HAVE ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A
TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE AGENT AND/OR ANY REVOLVING CREDIT LENDER IS
OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT AND/OR
ANY




2









 








     REVOLVING CREDIT LENDER OR IN WHICH THE AGENT AND/OR ANY REVOLVING CREDIT LENDER IS JOINED AS A
PARTY LITIGANT), THAT ARISES OUT OF, OR IS IN RESPECT TO, THIS NOTE, THE LOAN AGREEMENT OR ANY OTHER
LOAN DOCUMENTS.




	 	 	 	 	 	 	 
	 

	 	HASTINGS ENTERTAINMENT,
INC.

The (“Borrower”)

	 	 










	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Crow	 	 
	 

	 	 	 	 

Daniel Crow
	 	 
	 

	 	 	 	Senior Vice President	 	 







 









 





	 	 	 
	

	 	Marjorie B. Crider

mcrider@riemerlaw.com 

(617) 880-3423 direct

(617)692-3423 direct fax







March 16, 2007



VIA FEDERAL EXPRESS




Dan Crow

V.P. Finance and Chief Financial Officer

Hastings Entertainment, Inc.

3601 Plains Blvd.

Amarillo, Texas 79102




     Re: Sixth Amendment to Loan and Security Agreement with Fleet Retail Group, LLC
Dear Dan:



     Enclosed herewith please find the following original documents for your files in
connection with the above matter:




	 	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; and
	 
	 	4.	 	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).





     Please feel free to contact me with any questions regarding the above materials.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	
	 

	 	Marjorie B. Crider






MBC

Enclosures




	 	 	 
	cc:

	 	Mr. Mark Twomey (via email, w/out enclosures)
 Jeff Shrader, Esq. (via
email, w/out enclosures) 

1001545.1






Riemer
& Braunstein LLP

Three Center Plaza · Boston, MA 02108-2003



 


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