Underwriting Agreements ▼

December 16, 2002

SALOMON SMITH BARNEY INC.
388 Greenwich Street, 32^nd floor
New York, NY 10013

Ladies and Gentlemen:

        THE MILLS CORPORATION, a Delaware corporation (the "Company"), and the sole general partner of Mills LP, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell to Salomon Smith Barney Inc. (the "Underwriter"), 4,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares"). The shares of common stock, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "Common Stock."

        The Company has filed with the Securities and Exchange Commission (the "Commission") registration statements on Form S-3 (No. 333-13363), as amended, Form S-3 (No. 333-65142), as amended and Form S-3 (No. 333-88606), as amended, for the registration of common stock, preferred stock, common stock warrants and depository shares, including the Shares, under the Securities Act of 1933, as amended (the "Securities Act"), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations"), and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement. Such registration statements (as so amended, if applicable) have been declared effective by the Commission. Such registration statements (as so amended, if applicable), including the information, if any, deemed to be a part thereof pursuant to Rule 430A(b) of the Securities Act Regulations (the "Rule 430A Information") or Rule 434(d) of the Securities Act Regulations (the "Rule 434 Information"), are referred to herein as the "Registration Statement"; and the final prospectus and the prospectus supplement relating to the offering of the Shares, in the form first furnished to the Underwriter by the Company for use in connection with the offering of the Shares, are collectively referred to herein as the "Prospectus"; provided, however, that all references to the "Registration Statement" and the "Prospectus" shall be deemed to include all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the date hereof; provided, further, that if the Company files a registration statement with the Commission pursuant to Section 462(b) of the Securities Act Regulations (the "Rule 462 Registration Statement"), then, after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462 Registration Statement; and provided, further, that if the Company elects to rely upon Rule 434 of the Securities Act Regulations, then all references to "Prospectus" shall be deemed to include the final or preliminary prospectus in the form first furnished to the Underwriter by the Company in reliance upon Rule 434 of the Securities Act Regulations. A "preliminary prospectus" shall be deemed to refer to any prospectus used before the registration statement became effective and any prospectus that omitted, as applicable, the Rule 430A Information, the Rule 434 Information or other information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, that was used after such effectiveness and prior to the execution and delivery of this Agreement. For purposes of this Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").

        All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (and all references of like import) in the Registration Statement, Prospectus or preliminary prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration

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Statement, Prospectus or preliminary prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, Prospectus or preliminary prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in the Registration Statement, Prospectus or preliminary prospectus, as the case may be.

        The term "subsidiary" also includes, without limitation, each entity listed on Exhibit A hereto.

        The term "Property Partnership" means any entity which owns any of the Mills or Block projects in the Company's portfolio (as described in the Company's Annual Report on Form 10-K for the most recently completed fiscal year, and including such other Mills or Block projects as are included in the Company's portfolio as of the date hereof (the "Properties")).

        1.    Representations and Warranties by the Company and the Operating Partnership. Each of the Company and the Operating Partnership jointly and severally represents and warrants to the Underwriter, as of the date hereof and as of the Closing Date (as defined in Section 2) (in each case, a "Representation Date"), as follows:

        (a)  Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Operating Partnership, after due inquiry, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, after due inquiry, threatened by the Commission or the state securities authority of any jurisdiction.




        At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date, the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the Securities Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement or the Prospectus.




        Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with the offering of the Shares will, at the time of such delivery, be identical to

UNDERWRITING AGREEMENT

December 13, 2002

UBS Warburg LLC
Bear, Stearns & Co. Inc.
    c/o UBS Warburg LLC
    299 Park Avenue
    New York, New York 10171-0026

Ladies and Gentlemen:

        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.

        The Securities are to be issued pursuant to an indenture (the "Base Indenture") dated as of January 25, 2002, among the Issuers and BNY Western Trust Company, as trustee (the "Trustee") as amended and supplemented by the First Supplemented Indenture to be dated as of December 18, 2002 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuers and the Trustee. Copies of the Indenture, in substantially final form, have been delivered to each of the Underwriters.

        The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Act"), with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-74802) including a prospectus, relating to the Securities, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"). The Issuers have prepared a prospectus supplement (the "Prospectus Supplement") to the prospectus included in the registration statement referred to above setting forth the terms of the offering, sale and plan of distribution of the Securities and additional information concerning the Issuers and their business. The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses, containing the prospectus included in the registration statement, as supplemented by a preliminary Prospectus Supplement relating to the Securities, and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a "Preliminary Prospectus"). Except where the context otherwise requires, the registration statement referred to above, as amended when it, or the most recent post-effective amendment thereto filed prior to the date hereof, became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of its effectiveness and also including any registration statement filed pursuant to Rule 462(b) under the Act, are referred to herein as the "Registration Statement", and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, as supplemented by the final Prospectus Supplement relating to the Securities, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), is herein called the "Prospectus". Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend", "amendment", or "supplement" with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of

any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

        The Issuers, jointly and severally, and the Underwriters agree as follows:

        1.    Sale and Purchase.    Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Issuers agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuers the aggregate principal amount of Notes (together with the Guarantee endorsed thereon) set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of 97.125% of the principal amount thereof, plus accrued interest, if any, from December 18, 2002 to the time of purchase (as hereinafter defined). The Issuers are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.

        2.    Payment and Delivery.    Payment of the purchase price for the Securities, shall be made to the Company by Federal Funds wire transfer, against delivery of the certificates for the Notes (together with the Guarantee endorsed thereon) to you through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on December 18, 2002 (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "time of purchase". Certificates for the Notes (together with the Guarantee endorsed thereon) shall be delivered to you in global form registered in such names and in such denominations as you shall specify in writing not later than two full business days prior to the time of purchase. For the purpose of expediting the checking of the certificates for the Notes (together with the Guarantee endorsed thereon) by you, the Company agrees to make such certificates available to you for such purpose at least one full business day preceding the time of purchase. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading.

        3.    Representations and Warranties of the Company.    The Issuers, jointly and severally, represent and warrant to each of the Underwriters that:

        (a)  the Issuers and the transactions contemplated by this Agreement meet the requirements and conditions for using a registration statement on Form S-3 under the Act. The Registration Statement has been filed with the Commission and has been declared effective under the Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all material respects with such Rule. The Issuers have not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose;




        (b)  a Preliminary Prospectus, including a preliminary Prospectus Supplement, has been prepared and filed pursuant to Rule 424(b) of the Act. Such Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act, and did not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that the foregoing shall not apply to statements in, or omissions from, such Preliminary Prospectus in reliance on, and in conformity with, written information concerning the Underwriters that was furnished in writing to the Company by UBS Warburg LLC, on behalf of the several Underwriters, specifically for use in the preparation thereof;

CROSSTEX ENERGY, L.P.

1,500,000 Common Units
Representing Limited Partner Interests

UNDERWRITING AGREEMENT

                                    , 2003

A.G. Edwards & Sons, Inc.
RBC Dain Rauscher Inc.
Raymond James & Associates, Inc.
    c/o A.G. Edwards & Sons, Inc.
    One North Jefferson Avenue
    St. Louis, Missouri 63103

        The undersigned, Crosstex Energy, L.P., a Delaware limited partnership (the "Partnership"), Crosstex Energy Services, L.P., a Delaware limited partnership (the "Operating Partnership"), Crosstex Energy GP, L.P., a Delaware limited partnership (the "General Partner"), Crosstex Energy GP, LLC, a Delaware limited liability company ("GP LLC"), Crosstex Energy Holdings Inc., a Delaware corporation ("Holdings") and Crosstex Energy Services GP, LLC, a Delaware limited liability company ("Services") hereby address you as the "Underwriters" and hereby confirm their agreement with the several Underwriters as set forth below. The Partnership, the Operating Partnership, the General Partner, GP LLC, Holdings and Services are collectively referred to herein as the "Crosstex Parties."

        The Partnership operates its business through Services and the Operating Partnership. Each of Services and the Operating Partnership operates its business through itself and the Operating Subs (as hereinafter defined). The General Partner serves as the general partner of the Partnership. GP LLC serves as the general partner of the General Partner. Services serves as the general partner of each of the Operating Partnership, Crosstex Gulf Coast Transmission, Ltd., a Texas limited partnership ("Gulf Coast Transmission"), Crosstex Gulf Coast Marketing, Ltd., a Texas limited partnership ("Gulf Coast Marketing"), Crosstex CCNG Gathering Ltd., a Texas limited partnership ("CCNG Gathering"), Crosstex CCNG Marketing Ltd., a Texas limited partnership ("CCNG Marketing"), Crosstex CCNG Transmission Ltd., a Texas limited partnership ("CCNG Transmission"), and Crosstex CCNG Processing Ltd., a Texas limited partnership ("CCNG Processing"). Crosstex Acquisition Management GP, LLC, a Delaware limited liability company ("Management GP"), serves as the general partner of each of Crosstex Alabama Gathering System, L.P., a Delaware limited partnership ("Alabama Gathering"), Crosstex Mississippi Industrial Gas Sales, L.P., a Delaware limited partnership ("Mississippi Industrial"), Crosstex Mississippi Pipeline, L.P., a Delaware limited partnership ("Mississippi Pipeline"), Crosstex Seminole Gas, L.P., a Delaware limited partnership ("Seminole Gas"), and Crosstex Acquisition Management, L.P., a Delaware limited partnership ("Acquisition Management"). Crosstex Pipeline, LLC, a Texas limited liability company ("Pipeline LLC"), serves as the general partner of Crosstex Pipeline Partners, Ltd., a Texas limited partnership ("Pipeline LP").

        Gulf Coast Transmission, Gulf Coast Marketing, CCNG Gathering, CCNG Marketing, CCNG Transmission, CCNG Processing, Pipeline LLC, Management GP, Alabama Gathering, Mississippi Industrial, Mississippi Pipeline, Seminole Gas, Acquisition Management, Pipeline LP, Crosstex Treating Services GP, LLC, a Delaware limited liability company ("Crosstex Treating GP") and Crosstex Treating Services, LP, a Delaware limited partnership ("Crosstex Treating LP") are collectively referred to herein as the "Operating Subs." The Partnership, the Operating Partnership, Services and the

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Operating Subs are collectively referred to herein as the "Partnership Entities." The Crosstex Parties and the Operating Subs are collectively referred to herein as the "Crosstex Entities."

        1.     Description of Common Units. The Partnership proposes to issue and sell to the Underwriters 1,500,000 common units (the "Firm Units") representing limited partner interests in the Partnership (the "Common Units"). Solely for the purpose of covering over-allotments in the sale of the Firm Units, the Partnership further proposes to grant to the Underwriters the right to purchase up to an additional 225,000 Common Units (the "Option Units"), as provided in Section 3 of this Agreement. The Firm Units and the Option Units are herein sometimes referred to as the "Units" and are more fully described in the Prospectus hereinafter defined.

        2.     Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership, at a purchase price of $            per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof.

        Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on                                     , 2003 at Thompson & Knight L.L.P., 1700 Pacific Avenue, Suite 3300, Dallas, Texas 75201 or at such other place as may be agreed upon between you and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date."

        The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC.

        It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder.

        It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

        3.     Purchase, Sale and Delivery of the Option Units. The Partnership hereby grants an option to the Underwriters to purchase from the Partnership up to 225,000 Option Units, on the same terms and conditions as the Firm Units; provided, however, that such option may be exercised only for the purpose of covering any over-allotments that may be made by the Underwriters in the sale of the Firm Units. No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered.

        The option is exercisable by you at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereunder when The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Units covered thereby, by notice given by you to the Partnership in the manner provided in Section 12 hereof, setting forth the number of Option Units as to which the Underwriters are exercising the option, and the date of delivery of said Option Units, which date shall not be more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the option at any time, as to any unexercised portion thereof, by giving written notice to the Partnership to such effect.