BT Alex. Browx Xxxorporated.....................................
BT Alex. Xxxxx Incorporated.....................
BT Alex. Browx Xxxorporated BancAmerica Robexxxxx Xxxpxxxx Xxxdxxx, Xxchx & Xo. The Robixxxx-Xxxxxxxx Xxxpany, LLC As Representatives of the Several Underwriters c/o BT Alex. Browx Xxxorporated 1 Soxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Xxntlemen: Province Healthcare Company, a Delaware corporation (the "Company"), and certain stockholders of the Company (the "Selling Stockholders") propose to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of ______________ shares of the Company's Common Stock, $0.01 par value (the "Firm Shares"), of which ___________ shares will be sold by the Company and ______________ shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the "Sellers." The Company also proposes to sell at the Underwriters' option an aggregate of up to ____________ additional shares of the Company's Common Stock (the "Option Shares") as set forth below. As the Representatives, you have advised the Company and the Selling Stockholders (a) that you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Shares set forth opposite their respective names in Schedule I, plus their pro rata portion of the Option Shares if you elect to exercise the over-allotment option in whole or in part for the accounts of the several Underwriters. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the "Shares." In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:
BT Alex. Xxxxx Incorporated has ---------------- delivered to the Purchaser Board the Purchaser Fairness Opinion, and a true and complete copy thereof has been furnished to the Target.
BT Alex. Browx Xxxernational, a division of Bankers Trust International PLC........................................
BT Alex. Browx xxx delivered its opinion, dated the date of this Agreement, to the Board to the effect that, as of such date, the cash consideration to be received in the Offer and the Merger by the holders of Shares (other than B Purchaser and its affiliates and any other holders of Shares who will retain Shares following consummation of the Offer and the Merger) is fair from a financial point of view to such holders and such opinion has not been withdrawn or modified in any material respect prior to consummation of the Offer.
BT Alex. Xxxxx Incorporated has not withdrawn the Purchaser Fairness Opinion."
BT Alex. Browx Xxxorporated ("BT Alex. Browx") xas delivered to the Board an opinion to the effect that, as of the date of this Agreement, the cash consideration to be received in the Offer and the Merger by the holders of Shares (other then B Purchaser and its affiliates and any other holders of Shares who will retain Shares following consummation of the Offer and the Merger) is fair from a financial point of view to such holders and (iii) Houlxxxx Xxxex Xxxxxx & Xukix ("Xoulxxxx Xxxex") xas delivered to the Board and Purchasers an opinion that the Company will be solvent following the purchase of Shares pursuant to the Offer and related matters. The Company agrees to include in the Offer Documents the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers (other than the Shareholder and as otherwise provided in any Stock Retention Agreement) that they intend either to tender all Shares beneficially owned by them to the Company pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the shareholders of the Company of this Agreement and the Merger. The Company has been advised by the Shareholder that the Shareholder intends to tender 13,792,211 Shares pursuant to the Offer and to vote any Shares then owned or controlled by him in favor of approval and adoption of this Agreement and the Merger.
BT Alex. Browx Xxxernational................
BT Alex. Browx Xxxorporated................. Goldxxx, Xxchs & Co......................... Georxx X. Xxxx & Xompany.................... --------------------- Total U.S. Firm Shares 6,320,000 ===================== SCHEDULE III INTERNATIONAL UNDERWRITERS NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED -------------------------------------------- --------------------- Morgxx Xxxnxxx & Xo. Incorporated Limited...