0001193125-05-063510 Sample Contracts

SUPPLEMENT NO. 1
Supplement No • March 29th, 2005 • Blockbuster Inc • Services-video tape rental

SUPPLEMENT NO. 1 dated as of December 22, 2004 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of August 20, 2004, among Blockbuster Inc., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Borrower and each Subsidiary Guarantor required to pledge Equity Interests under such agreement being referred to herein as the “Grantors”) and JPMORGAN CHASE BANK, N.A., a national banking corporation formerly known as JPMorgan Chase Bank (“JPMCB”), as Collateral Agent (in such capacity, the “Collateral Agent”).

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