0001047469-02-007354 Sample Contracts

HOLLYWOOD ENTERTAINMENT CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • December 18th, 2002 • Hollywood Entertainment Corp • Services-video tape rental • New York

Hollywood Entertainment Corporation, an Oregon corporation (the "Company"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the "Underwriters") $225,000,000 aggregate principal amount of its 9.625%% Senior Subordinated Notes due 2011 (the "Notes") of the Company. The Notes will be fully and unconditionally guaranteed pursuant to a guarantee (the "Guarantee" and, together with the Notes, the "Securities") by Hollywood Management Company, an Oregon corporation (the "Guarantor" or the "Subsidiary" and, together with the Company, the "Issuers"). The Securities are described in the Prospectus which is referred to below.

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