SEC Info - Hallmark Healthcare Company, LLC - ‘10-Q’ for 12/31/93

SEC Info℠

Home

Help

Please Sign In

Hallmark Healthcare Company, LLC – ‘10-Q’ for 12/31/93 – EX-1

As of: Tuesday, 2/15/94 · For: 12/31/93 · Accession #: 912057-94-488 · File #: 0-13991

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/15/94  Hallmark Healthcare Company, LLC  10-Q       12/31/93    4:335K                                   Merrill Corp/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      23    106K 
 2: EX-1        Exhibit 1.1                                           20    117K 
 3: EX-4        Exhibit 4.1                                           63    316K 
 4: EX-10       Exhibit 10.1                                           8     31K

EX-1 — Exhibit 1.1

EX-1 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                   EXHIBIT 1.1

                                                                  CONFORMED COPY

 $80,000,000

 HALLMARK HEALTHCARE CORPORATION

10 5/8% SENIOR SUBORDINATED NOTES DUE 2003

UNDERWRITING AGREEMENT
----------------------

                                                                November 5, 1993

SMITH BARNEY SHEARSON INC.                                                      
MABON SECURITIES CORP.                                                          

c/o SMITH BARNEY SHEARSON INC.                                                  
1345 Avenue of the Americas                                     
New York, New York 10105                                        

Dear Sirs:                                                                      

        Hallmark Healthcare Corporation, a Delaware corporation (the "Company"),
proposes, upon the terms and conditions set forth herein, to issue and sell     
$80,000,000 aggregate principal amount of its  10 5/8% Senior Subordinated Notes
due 2003 (the "Notes") to you, Smith Barney Shearson Inc. and Mabon Securities  
Corp. (the "Underwriters").  The Notes will be issued pursuant to the provisions
of an Indenture to be dated as of November 1, 1993 (the "Indenture") between the
Company and First Union National Bank of North Carolina, as Trustee (the        
"Trustee").                                                                     

  The Company wishes to confirm as follows its agreement with you in
connection with the several purchases by you of the Notes.                      

        1.  REGISTRATION STATEMENT AND PROSPECTUS.  The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in         
accordance with the provisions of the Securities Act of 1933, as amended, and   
the rules and regulations of the Commission thereunder (collectively, the       
"Act"), a registration statement on Form S-1 under the Act (the "registration   
statement"), including a prospectus subject to completion relating to the Notes.
The term "Registration Statement" as used in this Agreement means the           
registration statement (including all financial schedules and exhibits), as     
amended at the time it becomes effective, or, if the registration statement     
became effective prior to the execution of this Agreement, as supplemented or   
amended prior to the execution of this Agreement.  If it is contemplated, at the
time this Agreement is executed, that a post-effective amendment to the         
registration statement will be filed and must be declared effective before the  
offering of the Notes may commence, the term "Registration Statement" as used in
this Agreement means the registration statement as amended by said              
post-effective amendment.  The term "Prospectus" as used in this Agreement means
the prospectus in the form included in the Registration Statement, or, if the   
prospectus included in the Registration Statement omits information in reliance 
on Rule 430A under the Act and such information is included in a prospectus     
filed with the Commission pursuant to Rule 424(b) under the Act, the term       
"Prospectus" as used in this Agreement means the prospectus in the form included
in the Registration Statement as supplemented by the addition of the Rule 430A  
information contained in the prospectus filed with the Commission pursuant to   
Rule 424(b).  The term "Prepricing Prospectus" as used in this Agreement means  
the prospectus subject to completion in the form included in the registration   
statement                                                                       

EX-1 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
at the time of the initial filing of the registration statement with the        
Commission, and as such prospectus shall have been amended from time to time    
prior to the date of the Prospectus.                                            

        2.  AGREEMENTS TO SELL AND PURCHASE.  The Company hereby agrees, subject
to all the terms and conditions set forth herein, to issue and sell to each     
Underwriter and, upon the basis of the representations, warranties and          
agreements of the Company herein contained and subject to all the terms and     
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of 97% of the principal amount
thereof, the principal amount of Notes set forth opposite the name of such      
Underwriter in Schedule I hereto (or such principal amount of Notes increased as
set forth in Section 10 hereof).                                                

       3.  TERMS OF PUBLIC OFFERING.  The Company has been advised by you that
the Underwriters propose to make a public offering of their respective portions 
of the Notes as soon after the Registration Statement and this Agreement have   
become effective as in your judgment is advisable and initially to offer the    
Notes upon the terms set forth in the Prospectus.                               

4.  DELIVERY OF THE NOTES AND PAYMENT THEREFOR.  Delivery to the
Underwriters of and payment for the Notes shall be made at the office of Smith  
Barney Shearson Inc., 1345 Avenue of the Americas, New York, NY 10105, at 10:00 
A.M., New York City time, on November 15, 1993 (the "Closing Date").  The place 
of closing for the Notes and the Closing Date may be varied by agreement between
you and the Company.                                                            

        The Notes will be delivered to you against payment of the purchase price
therefor registered in such names and in such denominations as you shall request
prior to 1:00 P.M., New York City time, on the third business day preceding the 
Closing Date. The Notes to be delivered to the Underwriters shall be made       
available to you in New York City for inspection and packaging not later than   
9:30 A.M., New York City time, on the business day next preceding the Closing   
Date.  Payment of the purchase price of the Notes shall be paid by wire transfer
of immediately available funds, wired in accordance with the written            
instructions of the Company.  The Company agrees to reimburse you on the Closing
Date for your reasonable costs of obtaining immediately available funds.        

   5.  AGREEMENTS OF THE COMPANY.  The Company agrees with the several
Underwriters as follows:                                                        

    (a)  If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto  
to be declared effective before the offering of the Notes may commence, the     
Company will endeavor to cause the Registration Statement or such post-effective
amendment to become effective as soon as possible and will advise you promptly  
and, if requested by you, will confirm such advice in writing, when the         
Registration Statement or such post-effective amendment has become effective.   

        (b)  The Company will advise you promptly and, if requested by you, will
confirm such advice in writing: (i) of any request by the Commission for        
amendment of or a supplement to the Registration Statement, any Prepricing      
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the         
Registration Statement or of the suspension of qualification of the Notes for   
offering or sale in any jurisdiction or the initiation of any proceeding for    
such purpose; and (iii) within the period of time referred to in paragraph (f)  
below, of any change in the Company's condition (financial or other), business, 
prospects, properties, net worth or results of operations, or of the happening  
of any event which makes any statement made in the Registration Statement or the
Prospectus (as then amended or supplemented) untrue or which requires the making
of any additions to or changes in the Registration Statement or the Prospectus  
(as then amended or supplemented) in order to state a material fact required by 
the Act or the regulations                                                      

       2

EX-1 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
thereunder to be stated therein or necessary in order to make the statements    
therein not misleading, or of the necessity to amend or supplement the          
Prospectus (as then amended or supplemented) to comply with the Act or any other
law.  If at any time the Commission shall issue any stop order suspending the   
effectiveness of the Registration Statement, the Company will make every        
reasonable effort to obtain the withdrawal of such order at the earliest        
possible time.                                                                  

        (c)  The Company will furnish to you, without charge (i) one signed copy
of the registration statement as originally filed with the Commission and of    
each amendment thereto, including financial statements and all exhibits to the  
registration statement, (ii) such number of conformed copies of the registration
statement as originally filed and of each amendment thereto, but without        
exhibits, as you may request and (iii) such number of copies of the Indenture as
you may request.                                                                

    (d)  The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which you    
shall not previously have been advised or to which, after you shall have        
received a copy of the document proposed to be filed, you shall reasonably      
object or (ii) so long as, in the opinion of counsel for the Underwriters, a    
Prospectus is required to be delivered in connection with sales by any          
Underwriter or dealer, file any information, documents or reports pursuant to   
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without   
delivering a copy of such information, documents or reports to the Underwriters 
prior to such filing.                                                           

       (e)  Prior to the execution and delivery of this Agreement, the Company
has delivered to you, without charge, in such quantities as you have requested, 
copies of each form of the Prepricing Prospectus.  The Company consents to the  
use, in accordance with the provisions of the Act and with the securities or    
Blue Sky laws of the jurisdictions in which the Notes are offered by the several
Underwriters and by dealers, prior to the date of the Prospectus, of each       
Prepricing Prospectus so furnished by the Company.                              

  (f)  As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of  
counsel for the Underwriters a prospectus is required by the Act to be delivered
in connection with sales by any Underwriter or dealer, the Company will         
expeditiously deliver to each Underwriter and each dealer, without charge, as   
many copies of the Prospectus (and of any amendment or supplement thereto) as   
you may request.  The Company consents to the use of the Prospectus (and of any 
amendment or supplement thereto) in accordance with the provisions of the Act   
and with the securities or Blue Sky laws of the jurisdictions in which the Notes
are offered by the several Underwriters and by all dealers to whom Notes may be 
sold, both in connection with the offering and sale of the Notes and for such   
period of time thereafter as the Prospectus is required by the Act to be        
delivered in connection with sales by any Underwriter or dealer.  If during such
period of time any event shall occur that in the judgment of the Company or in  
the opinion of counsel for the Underwriters is required to be set forth in the  
Prospectus (as then amended or supplemented) or should be set forth therein in  
order to make the statements therein, in the light of the circumstances under   
which they were made, not misleading, or if it is necessary to supplement or    
amend the Prospectus in order to comply with the Act or any other law, the      
Company will forthwith prepare and, subject to the provisions of paragraph (d)  
above, file with the Commission an appropriate supplement or amendment thereto, 
and will expeditiously furnish to the Underwriters and dealers a reasonable     
number of copies thereof.  In the event that the Company and you agree that the 
Prospectus should be amended or supplemented, the Company, if requested by you, 
will promptly issue a press release announcing or disclosing the matters to be  
covered by the proposed amendment or supplement.                                

 (g)  The Company will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Notes  
for offering and sale by the several Underwriters and by dealers under the      
securities or Blue Sky laws of such jurisdictions as you may designate and will 
file such consents to service of process or other documents necessary or        
appropriate in order to effect such registration or qualification; provided that
in no event shall the Company be obligated                                      

       3

EX-1 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
to qualify to do business in any jurisdiction where it is not now so qualified  
or to take any action which would subject it to service of process in suits,    
other than those arising out of the offering or sale of the Notes, in any       
jurisdiction where it is not now so subject.                                    

        (h)  The Company will make generally available to its security holders a
consolidated earnings statement, which need not be audited, covering a          
twelve-month period commencing after the effective date of the Registration     
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall       
satisfy the provisions of Section 11(a) of the Act.  The Company shall be deemed
to have complied with this covenant if it complies with Rule 158 of the Act.    

    (i)  During the five year period following the effective date of the
Registration Statement, the Company will furnish to you (to Smith Barney        
Shearson, to the person and at the address specified in Section 13 hereof and to
Mabon Securities Corp. at One Liberty Plaza, 31st Floor, 165 Broadway, New York,
New York 10006, Attention: Manager, Corporate Finance Division) (i) copies of   
any reports (financial or other) which the Company shall publish or otherwise   
make available to any of its securityholders as such, (ii) as soon as they are  
available, copies of any reports and financial statements furnished to or filed 
with the Commission or any national securities exchange and (iii) from time to  
time such other information concerning the Company as you may reasonably        
request; PROVIDED, however, that the Company may withhold any information it    
reasonably believes to be confidential.                                         

   (j)  If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the     
second paragraph of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement     
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Company to comply with the terms or fulfill any of the conditions of
this Agreement, the Company agrees to reimburse the Underwriters for all        
out-of-pocket expenses (including fees and expenses of counsel for the          
Underwriters) incurred by you in connection herewith.                           

       (k)  The Company will apply the net proceeds from the sale of the Notes
substantially in accordance with the description set forth in the Prospectus.   

      (l)  If Rule 430A of the Act is employed, the Company will timely file
the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the 
time and manner of such filing.                                                 

6.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company 
represents and warrants to each Underwriter that:                               

    (a)  Each Prepricing Prospectus included as part of the registration
statement as originally filed or as part of any amendment or supplement thereto,
or filed pursuant to Rule 424 under the Act, complied when so filed in all      
material respects with the provisions of the Act.  The Commission has not issued
any order preventing or suspending the use of any Prepricing Prospectus.        

 (b)  The registration statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective    
amendment thereto shall become effective and the prospectus and any supplement  
or amendment thereto when filed with the Commission under Rule 424(b) under the 
Act, complied or will comply in all material respects with the provisions of the
Act and will not at any such times 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, except that this representation  
and warranty does not apply to statements in or omissions from the registration 
statement or the prospectus made in reliance upon and in conformity with (i)    
information relating to any Underwriter furnished to the Company in writing by  
or on behalf of any Underwriter through you                                     

       4

EX-1 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
expressly for use therein, or (ii) the Trustee's Statement of Eligibility (Form 
T-1) under the Trust Indenture Act of 1939, as amended (the "1939 Act").        

     (c)  The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the execution
and delivery of, and the performance by the Company of its obligations under,   
this Agreement have been duly and validly authorized by the Company, and this   
Agreement has been duly executed and delivered by the Company and constitutes   
the valid and legally binding agreement of the Company, enforceable against the 
Company in accordance with its terms, except as the enforcement hereof may be   
limited by bankruptcy, insolvency or other similar laws affecting the           
enforcement of creditors' rights generally and subject to the applicability of  
general principles of equity, and except as rights to indemnity and contribution
hereunder may be limited by federal or state securities laws or principles of   
public policy.                                                                  

     (d)  The Indenture has been duly and validly authorized and, upon its
execution and delivery by the Company and assuming due execution and delivery by
the Trustee, will be a valid and binding agreement of the Company, enforceable  
in accordance with its terms, except as enforcement thereof may be limited by   
bankruptcy, insolvency or other similar laws affecting creditors' rights        
generally, and has been (or will have been) duly qualified under the 1939 Act   
and conforms to the description thereof in the Registration Statement and the   
Prospectus.                                                                     

  (e)  The Notes have been duly authorized and, when executed by the
Company and authenticated by the Trustee in accordance with the Indenture and   
delivered to you against payment therefor in accordance with the terms hereof,  
will have been validly issued and delivered, and will constitute valid and      
binding obligations of the Company entitled to the benefits of the Indenture and
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting the           
enforcement of creditors' rights generally, and the Notes will conform to the   
description thereof in the Registration Statement and the Prospectus.           

    (f)  All the outstanding shares of capital stock of the Company have
been duly authorized and validly issued, are fully paid and nonassessable and   
are free of any preemptive or, except as set forth in the Prospectus, similar   
rights and were issued and sold in compliance with all applicable federal and   
state securities laws.  As of the date hereof, the authorized capital stock of  
the Company consists of 25 million shares of $0.05 par value per share Class A  
Common Stock; 2.5 million shares of $0.05 par value per share Class B Common    
Stock; and 2.5 million shares of serial preferred stock, of which 60,000 shares 
have been designated as $5.00 par value per share 25% Participating Cumulative  
Convertible Redeemable Preferred Stock.                                         

        (g)  The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware with full corporate power 
and authority to own, lease and operate its properties and to conduct its       
business as described in the Registration Statement and the Prospectus, and is  
duly registered and qualified to conduct its business and is in good standing in
each jurisdiction or place where the nature of its properties or the conduct of 
its business requires such registration or qualification, except where the      
failure so to register or qualify does not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net worth or   
results of operations of the Company and the Subsidiaries (as hereinafter       
defined) taken as a whole.                                                      

      (h)  All the Company's subsidiaries (collectively, the "Subsidiaries")
are listed in an exhibit to the Registration Statement.  Each Subsidiary is a   
corporation duly organized, validly existing and in good standing in the        
jurisdiction of its incorporation, with full corporate power and authority to   
own, lease and operate its properties and to conduct its business as described  
in the Registration Statement and the Prospectus, and is duly registered and    
qualified to conduct its business and is in good standing in each jurisdiction  
or place where the nature of its properties or the conduct of its business      
requires such                                                                   

       5

EX-1 6th Page of 20 TOC 1st Previous Next ↓Bottom Just 6th
registration or qualification, except where the failure so to register or       
qualify does not have a material adverse effect on the condition (financial or  
other), business, prospects, properties, net worth or results of operations of  
such Subsidiary; all the outstanding shares of capital stock of each of the     
Subsidiaries have been duly authorized and validly issued, are fully paid and   
nonassessable, and are owned by the Company directly, or indirectly through one 
of the other Subsidiaries, free and clear of any lien, adverse claim, security  
interest, equity or other encumbrance.                                          

      (i)  There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or any of the         
Subsidiaries, or to which the Company or any of the Subsidiaries, or to which   
any of their respective properties is subject, that are required to be described
in the Registration Statement or the Prospectus but are not described as        
required, and there are no agreements, contracts, indentures, leases or other   
instruments that are required to be described in the Registration Statement or  
the Prospectus or to be filed as an exhibit to the Registration Statement that  
are not described or filed as required by the Act.  Neither the Company nor any 
Subsidiary is involved in any strike, job action or labor dispute with any group
of employees, and no such action or dispute is threatened.                      

       (j)  Neither the Company nor any of the Subsidiaries is in violation of
its certificate or articles of incorporation or by-laws, or other organizational
documents, or of any law, ordinance, administrative or governmental rule or     
regulation applicable to the Company or any of the Subsidiaries or of any decree
of any court or governmental agency or body having jurisdiction over the Company
or any of the Subsidiaries, or in default in any material respect in the        
performance of any obligation, agreement or condition contained in any bond,    
debenture, note or any other evidence of indebtedness or in any material        
agreement, indenture, lease or other instrument to which the Company or any of  
the Subsidiaries is a party or by which any of them or any of their respective  
properties may be bound, other than with respect to defaults that have been duly
and validly waived on the date hereof.                                          

        (k)  Neither the issuance and sale of the Notes, the execution, delivery
or performance of this Agreement and the Indenture by the Company, nor the      
consummation by the Company of the transactions contemplated hereby and thereby 
(i) requires any consent, approval, authorization or other order of or          
registration or filing with, any court, regulatory body, administrative agency  
or other governmental body, agency or official (except such as may be required  
for the registration of the Notes under the Act and the Exchange Act,           
qualification of the Indenture under the 1939 Act, and compliance with the      
securities or Blue Sky laws of various jurisdictions, all of which have been or 
will be effected in accordance with this Agreement) or conflicts or will        
conflict with or constitutes or will constitute a breach of, or a default under,
the certificate or articles of incorporation or bylaws, or other organizational 
documents, of the Company or any of the Subsidiaries or (ii) conflicts or will  
conflict with or constitutes or will constitute a breach of, or a default under,
any agreement, indenture, lease or other instrument to which the Company or any 
of the Subsidiaries is a party or by which any of them or any of their          
respective properties may be bound, or violates or will violate any statute,    
law, regulation or filing or judgment, injunction, order or decree applicable to
the Company or any of the Subsidiaries or any of their respective properties, or
will result in the creation or imposition of any lien, charge or encumbrance    
upon any property or assets of the Company or any of the Subsidiaries pursuant  
to the terms of any agreement or instrument to which any of them is a party or  
by which any of them may be bound or to which any of the property or assets of  
any of them is subject.                                                         

        (l)  The accountants, Arthur Andersen & Co., who have certified or shall
certify the financial statements included in the Registration Statement and the 
Prospectus (or any amendment or supplement thereto) are independent public      
accountants as required by the Act.                                             

  (m)  The financial statements, together with related schedules and
notes, included in the Registration Statement and the Prospectus (and any       
amendment or supplement thereto), comply with the                               

       6

EX-1 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
requirements of the Act and present fairly the consolidated financial position, 
results of operations and changes in financial position of the Company and the  
Subsidiaries on the basis stated in the Registration Statement at the respective
dates or for the respective periods to which they apply; such statements and    
related schedules and notes have been prepared in accordance with generally     
accepted accounting principles consistently applied throughout the periods      
involved, except as disclosed therein; and the other financial and statistical  
information and data included or incorporated by reference in the Registration  
Statement and the Prospectus (and any amendment or supplement thereto) are      
accurately presented and prepared on a basis consistent with such financial     
statements and the books and records of the Company and the Subsidiaries.       

(n)  Except as disclosed in the Registration Statement and the  
Prospectus (or any amendment or supplement thereto), subsequent to the          
respective dates as of which such information is given in the Registration      
Statement and the Prospectus (or any amendment or supplement thereto), neither  
the Company nor any of the Subsidiaries has incurred any liability or           
obligation, direct or contingent, or entered into any transaction, not in the   
ordinary course of business, that is material to the Company and the            
Subsidiaries taken as a whole, and there has not been any change in the capital 
stock, or material increase in the short-term debt or long-term debt, of the    
Company or any of the Subsidiaries, or any material adverse change, or any      
development involving or which may reasonably be expected to involve, a         
prospective material adverse change, in the condition (financial or other),     
business, prospects, properties net worth or results of operations of the       
Company and the Subsidiaries taken as a whole.                                  

     (o)  Each of the Company and the Subsidiaries has good and marketable
title to all property (real and personal) described in the Prospectus as being  
owned by it, free and clear of all liens, claims, security interests or other   
encumbrances except such as are described in the Registration Statement and the 
Prospectus or in a document filed as an exhibit to the Registration Statement   
and all the property described in the Prospectus as being held under lease by   
each of the Company and the Subsidiaries is held by it under valid, subsisting  
and enforceable leases.                                                         

        (p)  The Company has not distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Notes, will 
not distribute any offering material in connection with the offering and sale of
the Notes other than the Registration Statement, the Prepricing Prospectus, the 
Prospectus or other materials, if any, permitted by the Act.                    

     (q)  The Company and each of the Subsidiaries, and to the best of the
Company's knowledge after reasonable inquiry, the owners of the facilities      
managed by the Company or any Subsidiary, have such permits, licenses,          
franchises, certificates of need and other approvals or authorizations of       
governmental or regulatory authorities ("Permits") as are necessary to own their
respective properties and to conduct their respective businesses in the manner  
described in the Prospectus, including, without limitation, such Permits as are 
required (x) under such federal and state healthcare laws as are applicable to  
the Company and the Subsidiaries and (y) with respect to those facilities owned,
leased or managed by the Company or any Subsidiary that participate in Medicare 
and/or Medicaid, to receive reimbursement thereunder, subject to such           
qualifications as may be set forth in the Prospectus; the Company and each of   
the Subsidiaries have fulfilled and performed all their material obligations    
with respect to such Permits and no event has occurred which allows, or after   
notice or lapse of time would allow, revocation or termination thereof or       
results in any other material impairment of the rights of the holder of any such
Permit, subject in each case to such qualifications as may be set forth in the  
Prospectus; and, except as described in the Prospectus, none of such Permits    
contains any restriction that is materially burdensome to the Company or any of 
the Subsidiaries.                                                               

(r)  The property, assets and operations of the Company and the 
Subsidiaries comply in all material respects with all applicable federal, state 
or local law, rule, order, decree, judgment, injunction, license, permit or     
regulation relating to environmental matters (the "Environmental Laws"), except 
to the                                                                          

       7

EX-1 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
extent that failure to comply with such Environmental Laws would not have a     
material adverse effect on the condition (financial or other), business,        
prospects, properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole.  To the best knowledge of the Company, none of   
the property, assets or operations of the Company and the Subsidiaries is the   
subject of any federal, state or local investigation evaluating whether any     
remedial action is needed to respond to a release of any substance regulated by 
or form the basis of liability under any Environmental Laws (a "Hazardous       
Material") into the environment or is in contravention of any federal, state or 
local law, order or regulation that would have a material adverse effect on the 
condition (financial or other), business, prospects, properties, net worth or   
results of operations of the Company and the Subsidiaries taken as a whole.     
Neither the Company nor any Subsidiary has received any notice or claim, nor are
there pending, threatened or reasonably anticipated lawsuits against them with  
respect to violations of an Environmental Law or in connection with the release 
of any Hazardous Material into the environment.  Neither the Company nor any    
Subsidiary has any material contingent liability in connection with any release 
of Hazardous Material into the environment.                                     

   (s)  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed  
in accordance with management's general or specific authorization; (ii)         
transactions are recorded as necessary to permit preparation of financial       
statements in conformity with generally accepted accounting principles and to   
maintain accountability for assets; (iii) access to assets is permitted only in 
accordance with management's general or specific authorization; and (iv) the    
recorded accountability for assets is compared with existing assets at          
reasonable intervals and appropriate action is taken with respect to any        
differences.                                                                    

   (t)  To the Company's knowledge, neither the Company nor any of its
Subsidiaries nor any employee or agent of the Company or any Subsidiary has made
any payment of funds of the Company or any Subsidiary or received or retained   
any funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the Prospectus.

        (u)  The Company and each of the Subsidiaries have filed all tax returns
required to be filed, which returns are complete and correct, and neither the   
Company nor any Subsidiary is in default in the payment of any taxes which were 
payable pursuant to said returns or any assessments with respect thereto.  The  
charges, accruals and reserves on the books of the Company and the Subsidiaries 
in respect of any income and corporate franchise tax liability for any years not
finally determined are adequate to meet the assessments or re-assessments for   
additional income or corporate franchise tax for any years not finally          
determined, except to the extent any inadequacy would not have a material       
adverse effect on the condition (financial or otherwise), business, prospects,  
properties, net worth or results of operations of the Company and the           
Subsidiaries taken as a whole.                                                  

        (v)  No holder of any security of the Company has any right, contractual
or otherwise, to cause the Company to sell or otherwise issue to him, or to     
permit him to underwrite the sale of, the Notes or the right to have any common 
stock or other securities of the Company included in the registration statement 
or the right, as a result of the filing of the registration statement or        
consummation of the transactions contemplated hereby, to require registration of
shares of common stock or any other security of the Company.                    

  (w)  The Company and the Subsidiaries own all patents, trademarks,
trademark registrations, service marks, service mark registrations, trade names,
copyrights, licenses, inventions, trade secrets and rights described in the     
Prospectus as being owned by them or any of them or necessary for the conduct of
their respective businesses, and the Company is not aware of any claim to the   
contrary or any challenge by any other person to the rights of the Company and  
the Subsidiaries with respect to the foregoing.                                 

       8

EX-1 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
     (x)  The Company has filed in a timely manner each document or report
required to be filed by it pursuant to the Exchange Act and the rules and       
regulations thereunder; each such document or report at the time it was filed   
conformed to the requirements of the Exchange Act and the rules and             
regulations thereunder; and none of such documents or reports contained an      
untrue statement of any material fact or omitted to state any material fact     
required to be stated therein or necessary to make the statements therein not   
misleading.                                                                     

(y)  The Company is in compliance with all provisions of Florida
Statutes SECTION 517.075 and the regulations thereunder, relating to issuers    
doing business with Cuba.                                                       

      (z)  Neither the Company nor any of the Subsidiaries is an "investment
company" or a person "controlled" by an "investment company" within the meaning 
of the Investment Company Act of 1940, as amended.                              

 7.  INDEMNIFICATION AND CONTRIBUTION.  (a)  The Company agrees to
indemnify and hold harmless each of you and each person, if any, who controls   
any Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities 
and expenses (including reasonable costs of investigation) arising out of or    
based upon any untrue statement or alleged untrue statement of a material fact  
contained in any Prepricing Prospectus or in the Registration Statement or the  
Prospectus or in any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact required 
to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise   
out of or are based upon any untrue statement or omission or alleged untrue     
statement or omission which has been made therein or omitted therefrom in       
reliance upon and in conformity with the information relating to such           
Underwriter furnished in writing to the Company by or on behalf of any          
Underwriter through you expressly for use in connection therewith; PROVIDED,    
HOWEVER, that the indemnification contained in this paragraph (a) with respect  
to any Prepricing Prospectus shall not inure to the benefit of any Underwriter  
(or to the benefit of any person controlling such Underwriter) on account of any
such loss, claim, damage, liability or expense arising from the sale of the     
Notes by such Underwriter to any person if a copy of the Prospectus shall not   
have been delivered or sent to such person within the time required by the Act  
and the regulations thereunder, and the untrue statement or alleged untrue      
statement or omission or alleged omission of a material fact contained in such  
Prepricing Prospectus was corrected in the Prospectus, PROVIDED that the Company
has delivered the Prospectus to the several Underwriters in requisite quantity  
on a timely basis to permit such delivery or sending.                           

  In addition to its other obligations under this paragraph (a), the
Company agrees that, as an interim measure during the pendency of any claim,    
action, investigation, inquiry or other proceeding arising out of or based upon 
any statement or omission, or any alleged statement or omission, described in   
this paragraph (a), it will reimburse the Underwriters on a monthly basis for   
all reasonable legal fees or other out-of-pocket expenses reasonably incurred in
connection with investigating or defending any such claim, action,              
investigation, inquiry or other proceeding, notwithstanding the absence of a    
judicial determination as to the propriety and enforceability of the Company's  
obligation to reimburse the Underwriters for such expenses and the possibility  
that such payments might later be held to have been improper by a court of      
competent jurisdiction.  To the extent that any such interim reimbursement      
payment is so held to have been improper, the Underwriters shall promptly return
it to the Company, together with interest, compounded daily, determined on the  
basis of the prime rate (or other commercial lending rate for borrowers of the  
highest credit standing) announced from time to time by Citibank, N.A. (the     
"Prime Rate").  Any such interim reimbursement payments which are not made to   
the Underwriters within 30 days of a request for reimbursement shall bear       
interest at the Prime Rate from the date of such request.  This indemnity       
agreement shall be in addition to any liabilities which the Company may         
otherwise have.                                                                 

       9

EX-1 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
   (b)  If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which       
indemnity may be sought against the Company, such Underwriter or such           
controlling person shall promptly notify the parties against whom               
indemnification is being sought (the "indemnifying parties"), and such          
indemnifying parties shall assume the defense thereof, including the employment 
of counsel and payment of all fees and expenses.  Such Underwriter or any such  
controlling person shall have the right to employ separate counsel in any such  
action, suit or proceeding and to participate in the defense thereof, but the   
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the indemnifying parties have agreed in      
writing to pay such fees and expenses, (ii) the indemnifying parties have failed
to assume the defense and employ counsel, or (iii) the named parties to any such
action, suit or proceeding (including any impleaded parties) include both such  
Underwriter or such controlling person and the indemnifying parties and such    
Underwriter or such controlling person shall have been advised by its counsel   
that representation of such indemnified party and any  indemnifying parties by  
the same counsel would be inappropriate under applicable standards of           
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in  
which case the indemnifying parties shall not have the right to assume the      
defense of such action, suit or proceeding on behalf of such Underwriter or such
controlling person).  It is understood, however, that the indemnifying parties  
shall, in connection with any one such action, suit or proceeding or separate   
but substantially similar or related actions, suits or proceedings in the same  
jurisdiction arising out of the same general allegations or circumstances, be   
liable for the reasonable fees and expenses of only one separate firm of        
attorneys (in addition to any local counsel) at any time for all such           
Underwriters and controlling persons not having actual or potential differing   
interests with you or among themselves, which firm shall be designated in       
writing by Smith Barney Shearson Inc. and that all such fees and expenses shall 
be reimbursed on a monthly basis as provided in paragraph (a) hereof.  The      
indemnifying parties shall not be liable for any settlement of any such action, 
suit or proceeding effected without their written consent, but if settled with  
such written consent, or if there be a final judgment for the plaintiff in any  
such action, suit or proceeding, the indemnifying parties agree to indemnify and
hold harmless any Underwriter, to the extent provided in paragraph (a) hereof,  
and any such controlling person from and against any loss, claim, damage,       
liability or expense by reason of such settlement or judgment.                  

     (c)  Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the         
Registration Statement, and any person who controls the Company within the      
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same 
extent as the foregoing indemnity from the Company to each Underwriter set forth
in paragraph (a) hereof, but only with respect to information relating to such  
Underwriter furnished in writing by or on behalf of such Underwriter expressly  
for use in the Registration Statement, the Prospectus or any Prepricing         
Prospectus, or any amendment or supplement thereto.  If any action, suit or     
proceeding shall be brought against the Company, any of its directors, any such 
officer or any such controlling person based on the Registration Statement, the 
Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto,
and in respect of which indemnity may be sought against any Underwriter pursuant
to this paragraph (c), such Underwriter shall have the rights and duties given  
to the Company by paragraph (b) above (except that if the Company shall have    
assumed the defense thereof such Underwriter shall not be required to do so, but
may employ separate counsel therein and participate in the defense thereof, but 
the fees and expenses of such counsel shall be at such Underwriter's expense),  
and the Company, its directors, any such officer, and any such controlling      
person, shall have the rights and duties given to the Underwriters by paragraph 
(b) above.                                                                      

(d)  If the indemnification provided for in this Section 7 is   
unavailable to an indemnified party under paragraphs (a) or (c) hereof in       
respect of any losses, claims, damages, liabilities or expenses referred to     
therein, then an indemnifying party, in lieu of indemnifying such indemnified   
party, shall contribute to the amount paid or payable by such indemnified party 
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by       

      10

EX-1 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
the Company on the one hand and the Underwriters on the other hand from the     
offering of the Notes, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the     
relative fault of the Company on the one hand and the Underwriters on the other 
in connection with the statements or omissions that resulted in such losses,    
claims, damages, liabilities or expenses, as well as any other relevant         
equitable considerations.  The relative benefits received by the Company on the 
one hand and the Underwriters on the other shall be deemed to be in the same    
proportion as the total net proceeds from the offering (before deducting        
expenses) received by the Company bear to the total underwriting discounts and  
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus.  The relative fault of the Company on the  
one hand and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a     
material fact or the omission or alleged omission to state a material fact      
relates to information supplied by the Company on the one hand or by the        
Underwriters on the other hand and the parties' relative intent, knowledge,     
access to information and opportunity to correct or prevent such statement or   
omission.                                                                       

     (e)  The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by a   
pro rata allocation (even if the Underwriters were treated as one entity for    
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above.  The amount    
paid or payable by an indemnified party as a result of the losses, claims,      
damages, liabilities and expenses referred to in paragraph (d) above shall be   
deemed to include, subject to the limitations set forth above, any legal or     
other expenses reasonably incurred by such indemnified party in connection with 
investigating any claim or defending any such action, suit or proceeding.       
Notwithstanding the provisions of this Section 7, no Underwriter shall be       
required to contribute any amount in excess of the amount by which the total    
price of the Notes underwritten by it and distributed to the public exceeds the 
amount of any damages which such Underwriter has otherwise been required to pay 
by reason of such untrue or alleged untrue statement or omission or alleged     
omission.  No person guilty of fraudulent misrepresentation (within the meaning 
of Section 11(f) of the Act) shall be entitled to contribution from any person  
who was not guilty of such fraudulent misrepresentation.  The Underwriters'     
obligations to contribute pursuant to this Section 7 are several in proportion  
to the respective principal amounts of Notes set forth opposite their names in  
Schedule I hereto (or such principal amounts of Notes increased as set forth in 
Section 10 hereof) and not joint.                                               

      (f)  No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened       
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such        
indemnified party, unless such settlement includes an unconditional release of  
such indemnified party from all liability on claims that are the subject matter 
of such action, suit or proceeding.                                             

      (g)  It is agreed that any controversy arising out of the operation of
the interim reimbursement arrangements set forth in paragraph (a) above of this 
Section 7, including the amounts of any requested reimbursement payments and the
method of determining such amounts, shall be settled by arbitration conducted   
under the provisions of the Constitution and Rules of the Board of Governors of 
the New York Stock Exchange, Inc. or pursuant to the Code of Arbitration        
Procedure of the NASD.  Any such arbitration shall be commenced by service of a 
written demand for arbitration or a written notice of intention to arbitrate,   
therein electing the arbitration tribunal.  In the event the party demanding    
arbitration shall not make such designation of an arbitration tribunal in such  
demand or notice, then the party responding to said demand or notice shall be   
authorized to do so.  Such arbitration shall be limited to the operation of the 
interim reimbursement provisions contained in paragraph (a) of this Section 7   
and shall not resolve the ultimate propriety or enforceability of other         
obligations created by this Section 7.                                          

      11

EX-1 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
        (h)  The indemnity and contribution agreements contained in this Section
7 and the representations and warranties of the Company set forth in this       
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person         
controlling any Underwriter, the Company, its directors or officers, or any     
person controlling the Company, (ii) acceptance of any Notes and payment        
therefor hereunder, and (iii) any termination of this Agreement.  A successor to
any Underwriter or any person controlling any Underwriter, or to the Company,   
its directors or officers, or any person controlling the Company, shall be      
entitled to the benefits of the indemnity, contribution and reimbursement       
agreements contained in this Section 7.                                         

        8.  CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The several obligations of
the Underwriters to purchase the Notes hereunder are subject to the following   
conditions:                                                                     

    (a)  If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto  
to be declared effective before the offering of the Notes may commence, the     
registration statement or such post-effective amendment shall have become       
effective not later than 5:30 P.M., New York City time, on the date hereof, or  
at such later date and time as shall be consented to in writing by you, and all 
filings, if any, required by Rules 424 and 430A under the Act shall have been   
timely made; no stop order suspending the effectiveness of the registration     
statement shall have been issued and no proceeding for that purpose shall have  
been instituted or, to the knowledge of the Company or any Underwriter,         
threatened by the Commission, and any request of the Commission for additional  
information (to be included in the registration statement or the prospectus or  
otherwise) shall have been complied with to your satisfaction.                  

        (b)  Subsequent to the effective date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective change,
in or affecting the condition (financial or other), business, prospects,        
properties, net worth, or results of operations of the Company or the           
Subsidiaries not contemplated by the Prospectus, which in your reasonable       
opinion would materially, adversely affect the market for the Notes, or (ii) any
event or development relating to or involving the Company or any officer or     
director of the Company which makes any statement made in the Prospectus untrue 
or which, in the opinion of the Company and its counsel or the Underwriters and 
their counsel, requires the making of any addition to or change in the          
Prospectus in order to state a material fact required by the Act or any other   
law to be stated therein or necessary in order to make the statements therein   
not misleading, if amending or supplementing the Prospectus to reflect such     
event or development would, in your reasonable opinion, materially and adversely
affect the market for the Notes.                                                

      (c)  You shall have received on the Closing Date, an opinion of King &
Spalding, counsel for the Company, dated the Closing Date and addressed to you, 
to the effect that:                                                             

         (i)  The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware with the      
corporate power to own, lease and operate its properties and to conduct its     
business as described in the Registration Statement and the Prospectus (and any 
amendment or supplement thereto), and is duly registered and qualified to       
conduct its business and is in good standing in each jurisdiction or place      
certified to us by the Company as being the only jurisdictions or places where  
the failure so to register or qualify would have a material adverse effect on   
the condition (financial or other), business, properties, net worth or results  
of operations of the Company and the Subsidiaries taken as a whole;             

          (ii)  Each of the Subsidiaries is a corporation duly organized and
validly existing in good standing under the laws of the jurisdiction of its     
organization, with the corporate power to own, lease, and operate its properties
and to conduct its business as described in the Registration Statement and the  
Prospectus (and any amendment or supplement thereto); and all the outstanding   
shares of capital stock of each of the Subsidiaries have been duly authorized   
and validly issued, are fully paid and nonassessable,                           

      12

EX-1 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
and are owned by the Company directly, or indirectly through one of the other   
Subsidiaries, free and clear of any lien, adverse claim, security interest,     
equity or other encumbrance;                                                    

         (iii)  As of the date hereof, the authorized capital stock of the
Company consists of 25 million shares of $0.05 par value per share Class A      
Common Stock; 2.5 million shares of $0.05 par value per share Class B Common    
Stock; and 2.5 million shares of serial preferred stock, of which 60,000 shares 
have been designated as $5.00 par value per share 25% Participating Cumulative  
Convertible Redeemable Preferred Stock.                                         

    (iv)  To the best knowledge of such counsel after reasonable
inquiry, all the outstanding shares of capital stock of the Company have been   
duly authorized and validly issued, and are fully paid and nonassessable and    
free of (A) preemptive rights or (B) similar rights that entitle or will entitle
any person to acquire any capital stock or other securities of the Company upon 
the issuance of the Notes by the Company;                                       

   (v)  The Company has the corporate power to enter into this
Agreement and to issue, sell and deliver the Notes to the Underwriters as       
provided herein, and this Agreement has been duly authorized, executed and      
delivered by the Company and is a valid, legal and binding agreement of the     
Company, enforceable against the Company in accordance with its terms, except as
enforcement of rights to indemnity and contribution hereunder may be limited by 
federal or state securities laws or principles of public policy and subject to  
the qualification that the enforceability of the Company's obligations hereunder
may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors' rights generally 
and by general equitable principles;                                            

          (vi)  The Indenture has been duly and validly authorized, executed
and delivered by the Company and, assuming due execution and delivery by the    
Trustee, is a valid and binding agreement of the Company, enforceable in        
accordance with its terms, except as enforcement thereof may be limited by      
bankruptcy, insolvency or other similar laws affecting creditors' rights        
generally and by general equitable principles, and has been duly qualified under
the 1939 Act and conforms to the description thereof in the Registration        
Statement and the Prospectus;                                                   

           (vii)  The Notes have been duly and validly authorized and executed
by the Company and, assuming due authentication of the Notes by the Trustee,    
upon delivery to the Underwriters against payment therefor in accordance with   
the terms hereof, will have been validly issued and delivered, and will         
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture, enforceable in accordance with their terms, except as         
enforcement thereof may be limited by bankruptcy, insolvency or other similar   
laws affecting creditors' rights generally and by general equitable principles, 
and the Notes conform to the description thereof in the Registration Statement  
and the Prospectus;                                                             

 (viii)  The Registration Statement and all post-effective
amendments, if any, have become effective under the Act and, to the best        
knowledge of such counsel after reasonable inquiry, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings  
for that purpose are pending before or contemplated by the Commission; and any  
required filing of the Prospectus pursuant to Rule 424(b) has been made in      
accordance with Rule 424(b);                                                    

            (ix) Neither the Company nor any of the Subsidiaries is in violation
of its certificate or articles of incorporation or bylaws, or other             
organizational documents, or to the best knowledge of such counsel after        
reasonable inquiry, is in default in the performance of any material obligation,
agreement or condition contained in any bond, debenture, note or other evidence 
of indebtedness that is an exhibit to the Registration Statement;               

      13

EX-1 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
  (x)  Neither the offer, sale or delivery of the Notes, the
execution, delivery or performance of this Agreement or the Indenture,          
compliance by the Company with the provisions hereof and thereof, nor           
consummation by the Company of the transactions contemplated hereby or thereby, 
conflicts or will conflict with or constitutes or will constitute a breach of,  
or a default under, the certificate or articles of incorporation or bylaws, or  
other organizational documents, of the Company or any of the Subsidiaries or any
agreement, indenture, lease or other instrument to which the Company or any of  
the Subsidiaries is a party or by which any of them or any of their respective  
properties is bound that is an exhibit to the Registration Statement (each a    
"Material Agreement") or, to the best knowledge of such counsel after reasonable
inquiry, will result in the creation or imposition of any lien, charge or       
encumbrance upon any property or assets of the Company or any of the            
Subsidiaries pursuant to any Material Agreement, nor will any such action result
in any violation of any existing law, regulation, ruling (assuming compliance   
with all applicable state securities and Blue Sky laws), judgment, injunction,  
order or decree known to such counsel after reasonable inquiry, applicable to   
the Company, the Subsidiaries or any of their respective properties the         
violation of which have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the Company 
and the Subsidiaries taken as a whole;                                          

       (xi)  No consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative agency  
or other governmental body, agency, or official is required on the part of the  
Company (except as have been obtained under the Act, the Exchange Act, the 1939 
Act, and such as may be required under state securities or Blue Sky laws) for   
the valid issuance and sale of the Notes to the Underwriters as contemplated by 
this Agreement;                                                                 

    (xii)  The Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements and the  
notes thereto and the schedules and other financial and statistical data        
included therein, as to which such counsel need not express any opinion) comply 
as to form in all material respects with the requirements of the Act;           

            (xiii)  The statements in the Registration Statement and Prospectus,
insofar as they are descriptions of contracts, agreements or other legal        
documents, or refer to statements of law or legal conclusions, are accurate and 
present fairly the information required to be shown;                            

     (xiv)  To the best knowledge of such counsel after reasonable
inquiry (A) there are no legal or governmental proceedings pending or threatened
against the Company or any of the Subsidiaries, or to which the Company or any  
of the Subsidiaries or any of their respective properties is subject, that are  
required to be described in the Registration Statement or the Prospectus but are
not described as required and (B) there are no agreements, contracts,           
indentures, leases or other instruments that are required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the    
Registration Statement that are not described or filed as required;             

    (xv)  To the best knowledge of such counsel after reasonable
inquiry, neither the Company nor any of the Subsidiaries is in violation, in any
material respect, of any law, rule or regulation of the federal government of   
the United States of America, the State of Delaware or the State of Georgia or  
of any decree of any court or governmental agency or body having jurisdiction   
over the Company or any of the Subsidiaries;                                    

           (xvi)  The Company and each of the Subsidiaries have full corporate
power and authority, and all necessary Permits (except where the failure to so  
have any such Permits, individually or in the aggregate, would not have a       
material adverse effect on the business, prospects, properties, operations or   
financial condition of the Company and the Subsidiaries taken as a whole), to   
own their respective properties and to conduct their respective businesses as   
now being conducted, and as described in the Prospectus, including, without     
limitation, such Permits as are required (x) under such federal and             

      14

EX-1 15th Page of 20 TOC 1st Previous Next ↓Bottom Just 15th
state healthcare laws as are applicable to the Company and the Subsidiaries and 
(y) with respect to those facilities owned, leased or managed by the Company or 
any Subsidiary that participate in Medicare and/or Medicaid, to receive         
reimbursement thereunder;                                                       

Neither the Company nor any of the Subsidiaries is an "investment company" or a 
person "controlled" by an "investment company" within the meaning of the        
Investment Company Act of 1940, as amended;                                     

      (xvii)  To the best knowledge of such counsel after reasonable
inquiry, except as described in the Prospectus, there is no holder of any       
security of the Company or any other person who has the right, contractual or   
otherwise, to cause the Company to sell or otherwise issue to them, or to permit
them to underwrite the sale of, the Notes or the right to have any common stock 
or other securities of the Company included in the registration statement or the
right, as a result of the filing of the registration statement, to require      
registration under the Act of any shares of common stock or other securities of 
the Company, except for any such rights as shall have effectively been waived.  

    In addition to the foregoing opinions, such counsel shall also state
that although they have not undertaken, except as otherwise indicated in their  
opinion, to determine independently, and do not assume any responsibility for,  
the accuracy, completeness or fairness of the statements contained in the       
Registration Statement or the Prospectus, such counsel have participated in the 
preparation of the Registration Statement and the Prospectus, including review  
and discussion of the contents thereof, and nothing has come to the attention of
such counsel that has caused them to believe that the Registration Statement, at
the time the Registration Statement became effective, contained an untrue       
statement of a material fact or omitted to state a material fact required to be 
stated therein or necessary to make the statements therein not misleading, or   
that the Prospectus, as of its date and as of the Closing Date, as the case may 
be, included or includes an untrue statement of a material fact or omitted or   
omits 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, or that any amendment or supplement to the Prospectus, as of its    
respective date and as of the Closing Date, as the case may be, included or     
includes an untrue statement of a material fact or omitted or omits 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 (it being          
understood that such counsel need express no opinion with respect to the        
financial statements and the notes thereto and the schedules and other financial
and statistical data included in the Registration Statement or the Prospectus). 

 In rendering their opinion as aforesaid, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by  
them or the Company as to laws of any jurisdiction other than the United States 
or the States of New York and Georgia or the corporation law of the State of    
Delaware, provided that (1) each such local counsel is acceptable to the        
Underwriters, (2) such reliance is expressly authorized by each opinion so      
relied upon and a copy of each such opinion is delivered to the Underwriters and
is, in form and substance, satisfactory to them and their counsel, and (3)      
counsel shall state in their opinion that they believe that they and the        
Underwriters are justified in relying thereon.                                  

    (d)  You shall have received on the Closing Date an opinion of Dewey
Ballantine, counsel for the Underwriters, dated the Closing Date and addressed  
to you with respect to the matters referred to in clauses (v) through (viii) and
clause (xii) and the penultimate paragraph of the foregoing paragraph (c) and   
such other related matters as you may request.                                  

    (e)  You shall have received letters addressed to you, and dated the
date hereof and the Closing Date from Arthur Andersen & Co., independent        
certified public accountants, substantially in the forms heretofore approved by 
you.                                                                            

      15

EX-1 16th Page of 20 TOC 1st Previous Next ↓Bottom Just 16th
        (f)  (i)  No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have 
been taken or, to the knowledge of the Company, shall be contemplated by the    
Commission at or prior to the Closing Date; (ii) there shall not have been any  
change in the capital stock of the Company nor any material increase in the     
short-term or long-term debt of the Company (other than in the ordinary course  
of business) from that set forth or contemplated in the Registration Statement  
or the Prospectus (or any amendment or supplement thereto); (iii) there shall   
not have been, since the respective dates as of which information is given in   
the Registration Statement and the Prospectus (or any amendment or supplement   
thereto), except as may otherwise be stated in the Registration Statement and   
Prospectus (or any amendment or supplement thereto), any material adverse change
in the condition (financial or other), business, prospects, properties, net     
worth or results of operations of the Company and the Subsidiaries taken as a   
whole; (iv) the Company and the Subsidiaries shall not have any liabilities or  
obligations, direct or contingent (whether or not in the ordinary course of     
business), that are material to the Company and the Subsidiaries, taken as a    
whole, other than those reflected in the Registration Statement or the          
Prospectus (or any amendment or supplement thereto); and (v) all the            
representations and warranties of the Company contained in this Agreement shall 
be true and correct on and as of the date hereof and on and as of the Closing   
Date as if made on and as of the Closing Date, and you shall have received a    
certificate, dated the Closing Date and signed by the chief executive officer   
and the chief financial officer of the Company (or such other officers as are   
acceptable to you), to the effect set forth in this Section 8(f) and in Section 
8(g) hereof.                                                                    

      (g)  The Company shall not have failed at or prior to the Closing Date
to have performed or complied with any of its agreements herein contained and   
required to be performed or complied with by it hereunder at or prior to the    
Closing Date.                                                                   

      (h)  The Company shall have paid in full all accrued interest, premium
and penalty, if any, and outstanding principal amounts of indebtedness under,   
and secured the release of any and all liens and encumbrances in respect of, (i)
the Amended and Restated Credit Agreement, dated as of January 1, 1989; and (ii)
its 7% Senior Subordinated Debentures due 1999, its 7% Senior Subordinated Notes
due 1999, its 8% Senior Subordinated Notes due 1995 and its 9% Senior           
Subordinated Notes due 1993.                                                    

  (i)  There shall not have been any announcement by any "nationally
recognized statistical rating organization", as defined for purposes of Rule    
436(g) under the Act, that (i) it is downgrading its rating assigned to the     
Notes, or (ii) it is reviewing its rating assigned to the Notes with a view to  
possible downgrading, or with negative implications, or direction not           
determined.                                                                     

      (j)  The Company shall have furnished or caused to be furnished to you
such further certificates and documents as you shall have reasonably requested. 

       All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and 
substance to you and your counsel.                                              

    Any certificate or document signed by any officer of the Company and
delivered to you or your counsel shall be deemed a representation and warranty  
by the Company to each Underwriter as to the statements made therein.           

9.  EXPENSES.  The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of  
its obligations hereunder: (i) the preparation, printing (or reproduction), and 
filing with the Commission of the registration statement (including financial   
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,   
each amendment or supplement to any of them, this Agreement, the Indenture and  
the Statement of Eligibility of the Trustee; (ii) the printing (or reproduction)
and delivery (including postage, air freight charges and charges for counting   
and packaging) of such copies of the registration statement, each Prepricing    
Prospectus, the                                                                 

      16

EX-1 17th Page of 20 TOC 1st Previous Next ↓Bottom Just 17th
Prospectus, and all amendments or supplements to any of them, as may be         
reasonably requested for use in connection with the offering and sale of the    
Notes; (iii) the preparation, printing (or reproduction), execution and delivery
of the Indenture and the preparation, printing, authentication, issuance and    
delivery of the Notes, including any stamp taxes in connection with the original
issuance of the Notes; (iv) the printing (or reproduction) and delivery of this 
Agreement, the preliminary and supplemental Blue Sky Memoranda and all other    
agreements or documents printed (or reproduced) and delivered in connection with
the offering of the Notes; (v) the registration of the Notes under the Exchange 
Act; (vi) the registration or qualification of the Notes for offer and sale     
under the securities or Blue Sky laws of the several states as provided in      
Section 5(g) hereof (including the reasonable fees, expenses and disbursements  
of counsel for the Underwriters relating to the preparation, printing (or       
reproduction), and delivery of the preliminary and supplemental Blue Sky        
Memoranda and such registration and qualification); (vii) the filing fees and   
the fees and expenses of counsel for the Underwriters in connection with any    
filings required to be made with the National Association of Securities Dealers,
Inc.; (viii) the fees and expenses of the Trustee;  (ix) the fees and expenses  
associated with obtaining ratings for the Notes from nationally recognized      
statistical rating organizations; (x) the fees and expenses of the Company's    
accountants; (xi) the fees and expenses of counsel (including local and special 
counsel) for the Company; and (xii) the transportation and other expenses       
incurred by or on behalf of Company representatives in connection with          
presentations to prospective purchasers of the Notes.                           

10.  EFFECTIVE DATE OF AGREEMENT.  This Agreement shall become  
effective: (i) upon the execution and delivery hereof by the parties hereto; or 
(ii) if, at the time this Agreement is executed and delivered, it is necessary  
for the registration statement or a post-effective amendment thereto to be      
declared effective before the offering of the Notes may commence, when          
notification of the effectiveness of the registration statement or such         
post-effective amendment has been released by the Commission.  Until such time  
as this Agreement shall have become effective, it may be terminated by the      
Company, by notifying each of you, or by you by notifying the Company.          

      If either of you shall fail or refuse to purchase Notes which you have
agreed to purchase hereunder and arrangements satisfactory to the non-defaulting
Underwriter and the Company for the purchase of such Notes are not made within  
36 hours after such default, this Agreement will terminate without liability on 
the part of the non-defaulting Underwriter or the Company.  In any such case    
which does not result in such a termination of this Agreement, either the non-  
defaulting Underwriter or the Company shall have the right to postpone the      
Closing Date, but in no event for longer than seven days, in order that the     
required changes, if any, in the Registration Statement and the Prospectus or   
any other documents or arrangements may be effected.  Any action taken under    
this paragraph shall not relieve any defaulting Underwriter from liability in   
respect of any such default under this Agreement.                               

     Any notice under this Section 10 may be made by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.                        

  11.  TERMINATION OF AGREEMENT.  This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any   
Underwriter to the Company by notice to the Company, if prior to the Closing    
Date (i) trading in the common stock of the Company shall be suspended or       
subject to any restriction or limitation not in effect on the date of this      
Agreement; (ii) trading in securities generally on the New York Stock Exchange, 
the American Stock Exchange or NASDAQ shall have been suspended or materially   
limited, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either federal or state authorities, or (iv) there  
shall have occurred any outbreak or escalation of hostilities or other          
international or domestic calamity, crisis or change in political, financial or 
economic conditions, the effect of which on the financial markets of the United 
States is such as to make it, in your judgment, impracticable or inadvisable to 
commence or continue the offering of the Notes on the terms set forth on the    
cover page of the Prospectus or to enforce contracts for the resale of the Notes
by the Underwriters.                                                            

      17

EX-1 18th Page of 20 TOC 1st Previous Next ↓Bottom Just 18th
   Notice of such termination may be given to the Company by telegram,
telecopy or telephone and shall be subsequently confirmed by letter.            

   12.  INFORMATION FURNISHED BY THE UNDERWRITERS.  The statements set
forth in the last paragraph on the cover page, the stabilization legend on the  
inside cover page, and the statements in the first, second and third paragraphs 
under the caption "Underwriting" in any Prepricing Prospectus and in the        
Prospectus, constitute the only information furnished by or on behalf of the    
Underwriters through you as such information is referred to in Sections 6(b) and
7 hereof.                                                                       

       13.  MISCELLANEOUS.  Except as otherwise provided in Sections 5, 10 and
11 hereof, notice given pursuant to any provision of this Agreement shall be in 
writing and shall be delivered (i) if to the Company, at the office of the      
Company at  300 Galleria Parkway, Suite 650, Atlanta, Georgia 30339, Attention: 
Robert M. Thornton, Jr., Executive Vice President and Chief Financial Officer;  
or (ii) if to you care of Smith Barney Shearson Inc., 1345 Avenue of the        
Americas, New York, New York 10105, Attention: Manager, Corporate Finance       
Division.                                                                       

 This Agreement has been and is made solely for the benefit of the
several Underwriters, the Company, its directors and officers, and the other    
controlling persons referred to in Section 7 hereof and their respective        
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement.  Neither the    
term "successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Underwriter of any of the Notes in his status
as such purchaser.                                                              

       14.  APPLICABLE LAW; COUNTERPARTS.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.                

   This Agreement may be signed in various counterparts which together
constitute one and the same instrument.  If signed in counterparts, this        
Agreement shall not become effective unless at least one counterpart hereof     
shall have been executed and delivered on behalf of each party hereto.          

      18

EX-1 19th Page of 20 TOC 1st Previous Next ↓Bottom Just 19th
    Please confirm that the foregoing correctly sets forth the agreement
between the Company and each of you.                                            

                 Very truly yours,

                               HALLMARK HEALTHCARE CORPORATION

                            By   ROBERT M. THORNTON, JR.
                                          --------------------------------------
                                  Executive Vice President

Confirmed as of the date first                                                  
above mentioned.                                                                

SMITH BARNEY SHEARSON INC.                                                      
MABON SECURITIES CORP.                                                          

By SMITH BARNEY SHEARSON INC.                                                   

By     THOMAS W. HEARNE, III                                                    
--------------------------------------                                      
Managing Director                                                 

      19

EX-1 Last Page of 20 TOC 1st Previous Next ↓Bottom Just 20th
SCHEDULE I

 HALLMARK HEALTHCARE CORPORATION

                                                                [Download Table]

                                                                Principal Amount
Underwriter                                                         of Notes    
-----------                                                     ----------------
                                                                                
Smith Barney Shearson Inc.  . . . . . . . . . . . . . . . .       $64,000,000   
Mabon Securities Corp.  . . . . . . . . . . . . . . . . . .        16,000,000   

                                                                  -----------   
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .       $80,000,000   
                                                                  -----------   
                                                                  -----------   

      20

EX-1	1st Page of 20	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-1	2nd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-1	3rd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-1	4th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-1	5th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-1	6th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-1	7th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-1	8th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-1	9th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-1	10th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-1	11th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-1	12th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-1	13th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-1	14th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 14th

EX-1	15th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 15th

EX-1	16th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 16th

EX-1	17th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 17th

EX-1	18th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 18th

EX-1	19th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 19th

EX-1	Last Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 20th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

Filed on:	2/15/94			None on these Dates
For Period End:	12/31/93
	11/15/93	2
	11/5/93	1
	11/1/93	1
				List all Filings

↑Top

Filing Submission 0000912057-94-000488 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Hallmark Healthcare Company, LLC – ‘10-Q’ for 12/31/93 – EX-1

As of: Tuesday, 2/15/94 · For: 12/31/93 · Accession #: 912057-94-488 · File #: 0-13991

Previous ‘10-Q’: None · Next: ‘10-Q’ on 5/13/94 for 3/31/94 · Latest: ‘10-Q/A’ on 12/5/94 for 9/30/94

Quarterly Report — Form 10-QFiling Table of Contents

EX-1 — Exhibit 1.1

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents