AMENDMENT NO. 2 TO THE
HOLLYWOOD ENTERTAINMENT CORPORATION
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 (the "AMENDMENT") to the HOLLYWOOD ENTERTAINMENT
CORPORATION STOCK PURCHASE AGREEMENT, dated as of July 30, 1998, by and among
Hollywood Entertainment Corporation, an Oregon corporation (the "COMPANY"),
and the parties set forth on Exhibit A thereto, as amended September 14, 1998
(the "PURCHASE AGREEMENT"), is made as of October 1, 1998.
RECITALS
WHEREAS, the Company and the undersigned parties hereto desire to amend
the Purchase Agreement as provided herein;
NOW, THEREFORE, IT IS AGREED THAT:
1. All capitalized terms used herein without definition shall have
the meanings ascribed to them in the Purchase Agreement.
2. Section 1.1 of the Purchase Agreement shall be amended and
restated in its entirety as follows:
"Section 1.1 SALE OF THE STOCK. Subject to the terms and
conditions hereof, at the Closing (as defined below), the Company will issue
and sell to each Purchaser, and each Purchaser will purchase, in the
respective amounts set forth on Exhibit A, an aggregate of 3,362,800 shares
of Common Stock ("Common Stock") and Series A Redeemable Preferred Stock (as
described in Exhibit A to that certain Agreement and Plan of Merger and
Reorganization among the Company, R Acquisition, Inc. and Xxxx.xxx, Inc.,
dated as of July 30, 1998, as amended (the "Merger Agreement")) ("Redeemable
Preferred") from the Company (the Common Stock and Redeemable Preferred shall
be referred to, collectively, as the "Stock"), at a purchase price per share
of $13.50 under this Agreement for an aggregate purchase price of
$45,397,800.00."
3. Section 5.1(f) of the Purchase Agreement shall be amended and
restated in its entirety as follows:
"(f) MINIMUM CLOSING. The Purchasers shall have purchased a
minimum of 3,362,800 shares of Stock at the Closing."
4. REMOVAL OF PARTY. Xxxx Xxxxxx shall be removed from Exhibit A of
the Purchase Agreement and shall have no rights, and shall have no
obligations, under the Purchase Agreement.
5. ADDITION OF PARTIES. The parties hereto acknowledge and agree
that, upon execution of a signature page hereto, Xxxxxxx Xxxxxx shall be
added to Exhibit A to the Purchase Agreement as a Purchaser thereunder and
shall have all rights of, and be subject to all conditions and obligations
of, a Purchaser under the Purchase Agreement, as amended by this Amendment,
with respect to the shares of stock set forth opposite her name on Exhibit A
to this Amendment. Without limiting the foregoing, Xxxxxxx Xxxxxx represents
and warrants that, at and as of the date of this Amendment, the
representations and warranties set forth in Article IV of the Purchase
Agreement are true and correct with respect to her.
6. EXHIBIT A. Exhibit A of the Purchase Agreement shall be amended
and restated in its entirety as set forth in Exhibit A to this Amendment.
7. EFFECT OF AMENDMENT. Except as amended as set forth above, the
Purchase Agreement shall continue in full force and effect.
8. COUNTERPARTS. This Amendment may be signed in one or more
counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed one and the same document.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
HOLLYWOOD ENTERTAINMENT CORPORATION
By:
------------------------------------
Name:
Title:
PURCHASER:
---------------------------------------
EXHIBIT A
SCHEDULE OF PURCHASERS
No. of Shares of
Name and Address Stock Price Per
of Purchaser to be Purchased Share Aggregate Purchase Price
Xxxxx Xxxx 0 $13.50 $0
000 00xx Xxxxxx
Xxxxxxx, XX 00000
Bowana Foundation 210,027 13.50 2,835,364.50
Attn: Xxxxx Xxxx
000 00xx Xxxxxx
Xxxxxxx, XX 00000
Pearl Street Trust 561,509 13.50 7,580,371.50
Attn: Xxxxx Xxxx
000 00xx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxx 88,284 13.50 1,191,834.00
0000 Xxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
CMG Information Services, Inc. 1,957,094 13.50 26,420,769
Attn: Xxxxxx X. Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Intel Corporation 176,571 13.50 2,383,708.50
Attn: Xxxxx Xxxxxxxxx
0000 Xxxxx Xxxxxx, Xxxxxxxx 0
Xxxxx Xxxxx, XX 00000
Vulcan Ventures Incorporated 353,140 13.50 4,767,390.00
Attn: Xxxx Xxxxxxx
000 - 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
No. of Shares of
Name and Address Stock Price Per
of Purchaser to be Purchased Share Aggregate Purchase Price
Xxxx Xxxxxx 1,244 13.50 16,794.00
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxxxxx 4,977 13.50 67,189.50
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx Xxxxxx 4,977 13.50 67,189.50
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxxxxxx 4,977 13.50 67,189.50
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
TOTALS 3,362,800 $45,397,800
