BT Alex. Browx Xxxorporated.....................................
BT Alex. Xxxxx International, a division of Bankers Trust International PLC........................
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. (ii)
BT Alex. Xxxxx Incorporated has not withdrawn the Purchaser Fairness Opinion."
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...
BT Alex. Browx Xxxernational................
BT Alex. Xxxwx Xxxorporated . . . . . . . . . . . . . . . . . . . . * Goldxxx, Xxchx & Xo. . . . . . . . . . . . . . . . . . . . . . . . * John Xxxxxx & Xo. Incorporated . . . . . . . . . . . . . . . . . . * Lehmxx Xxxthers Inc. . . . . . . . . . . . . . . . . . . . . . . . * PaineWebber Incorporated . . . . . . . . . . . . . . . . . . . . . *
BT Alex. Xxxxx Incorporated ........................... X. X. Xxxxxxx & Sons, Inc .............................
