BT Securities Corporation. DEAN XXXXXX XXXXXXXX XXX.......................................................... DONAXXXXX, XXFKXX & XENRXXXX XXXURITIES CORPORATION..................................................................... OPPEXXXXXXX & XO., INC............................................................
BT Securities Corporation. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ===========
BT Securities Corporation. Chase Securities Inc............................. ======================== Total $ 240,000,000 ANNEX II Form of Opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx [See also attached opinion points] ANNEX III Form of Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement or the Prospectus and take no responsibility therefor. In the course of the preparation by the Company of the Registration Statement and the Prospectus, we participated in conferences with certain officers and employees of the Company, with representatives of Price Waterhouse LLP and with counsel to the Company. We discussed the Registration Statement and the Prospectus with the Company and with counsel to the Company prior to their filing with the Securities and Exchange Commission (the "Commission"). Based upon our examination of the Registration Statement and Prospectus, our investigations made in connection with the preparation of the Registration Statement and the Prospectus and our participation in the conferences referred to above, we have no reason to believe that Registration Statement (or any amendment thereto made prior to the Closing Date as of the date of such amendment), at the time it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any 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, except that we express no belief with respect (i) to the financial statements or other financial or statistical data contained or incorporated by reference in either the Registration Statement of the Prospectus, (ii) that part of the Registration Statement which constitutes the Trustee's Statement of Eligibility under the Trust Indenture Act on Form T-1 or (iii) the statements therein concerning the Depository Trust Company ("DTC") and DTC's book-entry system. [See attached opinion points] ANNEX IV Form of Opinion of Xxxxxx X. Xxxxxxx I have not independently verified the accuracy, completeness or fairness of the statements made or in...
BT Securities Corporation. Total............... 3,700,000 =========
BT Securities Corporation. Total . . . . . . . . . . . . . . ========= ============= PAXSXX XXXMUNICATIONS CORPORATION LOCK-UP LETTER March , 1996 SMITX XXXXXX XXX. PAINEWEBBER INCORPORATED CIBC WOOD GUNDY SECURITIES CORP. BT SECURITIES CORPORATION PAINEWEBBER INTERNATIONAL (U.K.) LTD. BANKERS TRUST INTERNATIONAL PLC c/o SMITX XXXXXX XXX. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxar Sirs: The undersigned understands that (i) Smitx Xxxxxx Xxx. ("Smitx Xxxxxx"), PaineWebber Incorporated, CIBC Wood Gundy Securities Corp. ("CIBC"), and BT Securities Corporation (the "Representatives") and certain other firms propose to enter into a U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") providing for the purchase by the Representatives and such other firms (the "U.S. Underwriters") of shares (the "U.S. Shares") of Class A Common Stock, par value $.001 per share (the "Class A Common Stock"), of Paxsxx Xxxmunications Corporation (the "Company") and warrants (the "U.S. Warrants") to purchase shares of Class A Common Stock to be sold by the Company and certain of its securityholders including the undersigned (the "Selling Securityholders") and (ii) Smitx Xxxxxx, XxineWebber International (U.K.) Ltd., CIBC and Bankers Trust International PLC (the "Lead Managers") and certain other firms propose to enter into an International Underwriting Agreement (the "International Underwriting Agreement" and, together with the U.S. Underwriting Agreement, the "Underwriting Agreements") providing for the purchase by the Lead Managers and such other firms (the "Managers" and, together with the U.S. Underwriters, the "Underwriters") of shares (the "International Shares" and, together with the U.S. Shares, the "Shares") of Class A Common Stock and warrants (the "International Warrants" and, together with the U.S. Warrants, the "Warrants") to purchase shares of Class A Common Stock to be sold by the Company and the Selling Securityholders, and that in each case the Underwriters propose to reoffer the Shares and the shares issuable upon the exercise of the Warrants (the "Warrant Shares") to the public. In consideration of the execution of the Underwriting Agreements by the Underwriters party thereto, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that without the prior written consent of Smitx Xxxxxx xxx undersigned will not sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of (other th...
BT Securities Corporation. Xxxxxxx, Sachs & Co. . . . . . . . . ________ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated . . . . . . . ________
BT Securities Corporation. Xxxxxxxx Xxxxxxxx & Co. Incorporated........... ----------- Total ......................................... 20,000,000 =========== SCHEDULE II Number of Firm Shares to be Purchased ---------------
BT Securities Corporation. Total ......................................................... 15,300,000 Sch X-0 XXXXXXXX X XXXXXXXXX XXXXXXX, INC. 18,000,000 Shares of Common Stock (Par Value $.01 Per Share) SCHEDULE C List of persons and entities subject to lock-up Exhibit A FORM OF COUNSEL OPINION TO BE DELIVERED PURSUANT TO SECTION 5(b)
BT Securities Corporation. Salomon Brothers Inc ....................................... -------------- Total....................................................... SCHEDULE B Xxxxxx Xxxxxx VisionCare, Inc. Shares of Common Stock (Par Value $.01 Per Share)
BT Securities Corporation. Salomon Brothers Inc ......................................... --------- Total......................................................... SCHEDULE C List of persons and entities subject to lock-up
