8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2005

Province Healthcare Company

(Exact name of registrant as specified in its charter)

Delaware	001-31320	62-1710772
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of		Identification No.)
Incorporation)

105 Westwood Place	37027
Suite 400	(Zip Code)
Brentwood, Tennessee
(Address of Principal Executive Offices)

(615) 370-1377

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 3.03 Material Modification to Rights of Security Holders.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-4.1 SECOND SUPPLEMENTAL INDENTURE
EX-99.1 PRESS RELEASE ISSUED ON APRIL 1, 2005

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.03 Material Modification to Rights of Security Holders.

     As of 12:00 midnight New York City time on March 31, 2005, in connection with the previously announced cash tender offer and consent solicitation by Province Healthcare Company (the “Company”) for any and all of the outstanding 7¹/2% Senior Subordinated Notes due 2013 (the “Notes”), which commenced on March 18, 2005, the Company had received the requisite consents from the holders of the Notes to approve certain amendments (the “Amendments”) to the indenture under which the Notes were issued (the “Indenture”). On April 1, 2005, the Company and U.S. Bank Trust National Association, the trustee under the Indenture, executed a Second Supplemental Indenture (the “Second Supplemental Indenture”) to amend the Indenture as described in the offer to purchase and consent solicitation materials. However, the Amendments will not become operative unless and until the Notes tendered by the consenting holders are accepted for purchase pursuant to the terms of the tender offer, which is expected to occur on or about April 15, 2005. If the tender offer is terminated or withdrawn, the Amendments will not become operative. Once operative, the Amendments will eliminate substantially all of the restrictive covenants and significantly amend the merger covenant and certain events of default and related provisions contained in the Indenture.

     The foregoing summary is qualified in its entirety by reference to the Second Supplemental Indenture, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

     On April 1, 2005, the Company issued a press release announcing that it had received the requisite consents and tenders from holders of its Notes to execute the Second Supplemental Indenture containing the Amendments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

     (a) Not Applicable

     (b) Not Applicable

     (c) Exhibits.

The exhibit listed below and in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
4.1	Second Supplemental Indenture, dated as of April 1, 2005, by and between Province Healthcare Company and U.S. Bank Trust National Association.
99.1	Press Release issued on April 1, 2005 by Province Healthcare Company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROVINCE HEALTHCARE COMPANY
By:	/s/ Howard T. Wall
	Howard T. Wall
	Senior Vice President, General Counsel and Secretary

Date: April 5, 2005

EXHIBIT INDEX

Exhibit No.		Description
	4.1	Second Supplemental Indenture, dated as of April 1, 2005, by and between Province Healthcare Company and U.S. Bank Trust National Association.
	99.1	Press Release issued on April 1, 2005 by Province Healthcare Company.

EX-4.1

                                                                     Exhibit 4.1


                  THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 2005
(this "Second Supplemental Indenture"), is by and between Province Healthcare
Company, a Delaware corporation ("Province"), having its principal office at 105
Westwood Place, Brentwood, Tennessee 37027, and U.S. Bank Trust National
Association, a national banking association organized under the laws of the
United States of America, as trustee under the indenture referred to below (the
"Trustee"), having its principal corporate trust office at 100 Wall Street, 16th
floor, New York, New York 10005.

                              W I T N E S S E T H

                  WHEREAS, The Company, has heretofore executed and delivered to
the Trustee the indenture, dated as of May 27, 2003, and the first supplemental
indenture thereto, dated as of May 27, 2003 (collectively, the "Indenture"),
providing for the issuance of an aggregate principal amount of up to
$200,000,000 of 7 1/2% Senior Subordinated Notes due 2013 (the "Notes");

                  WHEREAS, Section 9.2 of the Indenture provides that Province
and the Trustee may amend or supplement the Indenture or the Notes with the
written consent of the Holders of at least a majority in principal amount of the
outstanding Notes, subject to certain conditions contained therein;

                  WHEREAS, pursuant to an Offer to Purchase and Consent
Solicitation Statement dated March 18, 2005 (as amended or supplemented, the
"Tender Offer"), Province has offered to purchase any and all of the outstanding
Notes and has proposed certain amendments (the "Proposed Amendments") to the
Indenture;

                  WHEREAS, the Holders of at least a majority in principal
amount of the Notes outstanding as of April 1, 2005 have tendered their Notes
for purchase by Province in connection with the Tender Offer and approved the
Proposed Amendments as described in this Second Supplemental Indenture; and

                  WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustee
is authorized to execute and deliver this Second Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Province and the Trustee agree as follows:

                  1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. Amendments to the Indenture. The Indenture is hereby
amended as follows:

(a)      Section 4.2 - SEC Reports.

         Section 4.2 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.2 [INTENTIONALLY OMITTED]."

(b)      Section 4.3 - Compliance Certificate.




         Section 4.3 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.3 [INTENTIONALLY OMITTED]."

(c)      Section 4.4 - Stay, Extension and Usury Laws.

         Section 4.4 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.4 [INTENTIONALLY OMITTED]."

(d)      Section 4.5 - Corporate Existence.

         Section 4.5 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Subject to Article V, the Company will do or cause to be done
         all things necessary to preserve and keep in full force and effect its
         corporate existence and the rights (charter and statutory), licenses
         and franchises of the Company."

(e)      Section 4.6 - Taxes.

         Section 4.6 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.6 [INTENTIONALLY OMITTED]."

(f)      Section 4.8 - Limitation on Restricted Payments.

         Section 4.8 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.8 [INTENTIONALLY OMITTED]."

(g)      Section 4.9 - Limitation on Dividends and Other Payment Restrictions
         Affecting Restricted Subsidiaries.

         Section 4.9 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.9 [INTENTIONALLY OMITTED]."

(h)      Section 4.10 - Limitation on Indebtedness.

         Section 4.10 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.10 [INTENTIONALLY OMITTED]."

(i)      Section 4.11 - Limitation on Sale of Assets.

         Section 4.11 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.11 [INTENTIONALLY OMITTED]."

(j)      Section 4.12 - Limitation on Transactions with Affiliates.

         Section 4.12 of the Indenture is deleted in its entirety and replaced
with the following:


                                       2


                  "Section 4.12 [INTENTIONALLY OMITTED]."

(k)      Section 4.13- Limitation on Liens.

         Section 4.13 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.13 [INTENTIONALLY OMITTED]."

(l)      Section 4.14 - Limitation on Other Senior Subordinated Indebtedness.

         Section 4.14 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.14 [INTENTIONALLY OMITTED]."

(m)      Section 4.15 - Purchase of Notes upon Change in Control.

         Section 4.15 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.15 [INTENTIONALLY OMITTED]."

(n)      Section 4.16 - Limitation on Issuances and Sales of Capital Stock of
         Restricted Subsidiaries.

         Section 4.16 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.16 [INTENTIONALLY OMITTED]."

(o)      Section 4.17 - Limitation on Guarantees of Indebtedness by Restricted
         Subsidiaries.

         Section 4.17 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.17 [INTENTIONALLY OMITTED]."

(p)      Section 4.18 - Limitation on Unrestricted Subsidiaries.

         Section 4.18 of the Indenture is deleted in its entirety and replaced
with the following:

                  "Section 4.18 [INTENTIONALLY OMITTED]."

(q)      Section 5.1  - Consolidation, Merger and Sale of Assets.

         Section 5.1 of the Indenture is deleted in its entirety and replaced
with the following:

                  "The Company will not, in a single transaction or through a
         series of transactions, consolidate with or merge with or into any
         other Person or sell, assign, convey, transfer or otherwise dispose of
         all or substantially all of its properties and assets to any other
         Person or Persons or permit any of its Restricted Subsidiaries to enter
         into any such transaction or series of transactions if such transaction
         or series of transactions, in the aggregate, would result in the sale,
         assignment, conveyance, transfer or other disposition of all or
         substantially all of the properties and assets of the Company and its
         Restricted Subsidiaries on a consolidated basis to any other Person or
         Persons, unless at the time and immediately after giving effect thereto
         (i) either (a) the Company will be the


                                       3


         continuing corporation or (b) the Person (if other than the Company)
         formed by such consolidation or into which the Company or such
         Restricted Subsidiary is merged or the Person that acquires by sale,
         assignment, conveyance, transfer or disposition all or substantially
         all the properties and assets of the Company and its Restricted
         Subsidiaries on a consolidated basis (the "Surviving Entity") (1) will
         be a corporation duly organized and validly existing under the laws of
         the United States of America, any state thereof or the District of
         Columbia and (2) will expressly assume, by a supplemental indenture in
         form reasonably satisfactory to the Trustee, the Company's obligation
         for the due and punctual payment of the principal of, premium, if any,
         and interest on all the Notes and the performance and observance of
         every covenant of the Indenture on the part of the Company to be
         performed or observed and (ii) each Note Guarantor, if any, unless it
         is the other party to the transactions described above, shall have by
         supplemental indenture confirmed that its Note Guarantee will apply to
         such Person's obligations under the Indenture and the Notes.

                  Each Note Guarantor, if any, shall not, and the Company will
         not permit a Note Guarantor to, in a single transaction or through a
         series of related transactions, merge or consolidate with or into any
         other corporation or other entity (other than the Company or any Note
         Guarantor), or sell, assign, convey, transfer, or otherwise dispose of
         its properties and assets on a consolidated basis substantially as an
         entirety to any entity (other than the Company or any Note Guarantor)
         unless either (a) such Note Guarantor shall be the continuing
         corporation or partnership or (b) the Person (if other than such Note
         Guarantor) formed by such consolidation or into which such Note
         Guarantor is merged or the entity which acquires by sale, assignment,
         conveyance, transfer, or disposition of all or substantially all of the
         properties and assets of such Note Guarantor, as the case may be, shall
         be a corporation or partnership organized and validly existing under
         the laws of the United States, any state thereof or the District of
         Columbia, and shall expressly assume by a supplemental indenture,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, all the obligations of such Note Guarantor under the Notes and
         the Indenture."

(r)      Section 6.1 - Events of Default.

         Section 6.1 shall be deleted in its entirety and replaced with the
following:

                  "Each of the following is an "Event of Default":

                  (a) default in the payment of any interest on any Note when it
         becomes due and payable, and continuance of such default for a period
         of 30 days, whether or not such payment shall be prohibited by the
         subordination provisions of Article XIII of the Indenture; or

                  (b) default in the payment of the principal of, or premium, if
         any, on, any Note when the same becomes due and payable at Maturity
         (upon acceleration, optional redemption, mandatory redemption, required
         purchase or otherwise), whether or not such payment shall be prohibited
         by the subordination provisions of Article XIII of the Indenture; or

                  (c) default in the performance, or breach, of any covenant or
         warranty of the Company or any Note Guarantor contained in the
         Indenture or any Note Guarantee (other than a default in the
         performance, or breach, of a covenant or warranty which is


                                       4


         specifically dealt with in clause (a) or (b) of this Section 6.1) and
         continuance of such default or breach for a period of 30 days after
         written notice shall have been given to the Company by the Trustee or
         to the Company and the Trustee by the Holders of at least 25% in
         aggregate principal amount of the Notes then outstanding; or

                  (d) any Note Guarantee of a Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary ceases to be in full force and effect or is
         declared null and void or any Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary denies that it has any further liability under any
         Note Guarantee, or gives notice to such effect (other than by reason of
         the termination of this Indenture or the release of any such Note
         Guarantee in accordance with this Indenture); or

                  (e) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i) is for relief against the Company in an
                  involuntary case,

                           (ii) appoints a Custodian of the Company or for all
                  or substantially all of the property of the Company, or

                           (iii) orders the liquidation of the Company and the
                  order or decree remains unstayed and in effect for 60
                  consecutive days."

(s)      Section 8.4 - Conditions to Legal or Covenant Defeasance.

         Section 8.4 shall be deleted in its entirety and replaced with the
following:

                  "The following shall be the conditions to the application of
         either Section 8.2 or 8.3 of the Indenture to the outstanding Notes:

                  The Company must irrevocably deposit or cause to be deposited
         with the Trustee, as trust funds in trust, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         the Notes, money in an amount, or non-callable U.S. Government
         Obligations which through the scheduled payment of principal and
         interest thereon will provide money in an amount, or a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay and discharge the principal of,
         premium, if any, and interest on the outstanding Notes on the Stated
         Maturity (or upon redemption, if applicable) of such principal,
         premium, if any, or installment of interest."

                  3. Related Definitions and References. Pursuant to the
Proposed Amendments, all definitions used exclusively in, and all references to,
the deleted Sections of the Indenture set forth in Section 2 above are also
deleted in their entirety, unless otherwise specified.

                  4. Notification to Holders. Province shall notify the Holders
in accordance with Section 9.2 of the Indenture of the effectiveness of this
Second Supplemental Indenture. Any failure of Province to mail or publish such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of this Second Supplemental Indenture.


                                       5


                  5. Receipt by Trustee. In accordance with Section 9.2 of the
Indenture, the Trustee acknowledges that it has received a copy of the
resolutions of Province's Board of Directors authorizing the execution of this
Second Supplemental Indenture and satisfactory evidence of the consent of the
Holders of the Notes to the execution of this Second Supplemental Indenture. In
addition, in accordance with Section 9.2 and Section 10.4 of the Indenture, the
Trustee acknowledges that its has received an Officers' Certificate and Opinion
of Counsel stating that the execution of this Second Supplemental Indenture is
permitted by the Indenture and all conditions precedent and covenants relating
to the execution of this Second Supplemental Indenture have been satisfied.

                  6. Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of this Second
Supplemental Indenture or the Indenture or any provision herein or therein
contained.

                  7. New York Law to Govern. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN SUCH STATE.

                  8. Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

                  9. Condition to Operative Effect. Section 2 of this Second
Supplemental Indenture shall not become operative until the opening of business
on the day on which Province gives oral notice (confirmed in writing) or written
notice to Global Bondholders Services Corporation, the depositary for the Tender
Offer, that the Notes tendered by the Holders pursuant to the terms of the
Tender Offer have been accepted for payment by Province.

                  10. Counterparts. The parties may sign any number of copies of
this Second Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  11. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                  12. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity, legality or sufficiency of
this Second Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by Province.

                  13. Ratification of Indenture; Second Supplemental Indenture
Part of Indenture. Except as expressly supplemented hereby, the Indenture is in
all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Second Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.


                                       6


                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.




                                       PROVINCE HEALTHCARE COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:




                                       U.S. BANK TRUST NATIONAL ASSOCIATION


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:







                                       7

EX-99.1

                                                                    Exhibit 99.1

(PROVINCE HEALTHCARE LOGO)

                                                  NEWS RELEASE
                                                  FOR IMMEDIATE RELEASE

                                                  CONTACT: CHRISTOPHER T. HANNON
                                                  SENIOR VICE PRESIDENT AND
                                                  CHIEF FINANCIAL OFFICER
                                                  (615) 370-1377


         PROVINCE HEALTHCARE RECEIVES THE REQUISITE CONSENTS PURSUANT TO
               ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS
                    7 1/2% SENIOR SUBORDINATED NOTES DUE 2013

         BRENTWOOD, TN, APRIL 1, 2005 - Province Healthcare Company ("Province
Healthcare") (NYSE: PRV) announced today that it has received the requisite
consents and tenders from holders of its 7 1/2% Senior Subordinated Notes due
2013 (CUSIP No. 743977AF7) (the "Notes") to eliminate substantially all of the
restrictive covenants and to significantly amend the merger covenant and certain
events of default and related provisions contained in the indenture governing
the Notes (the "Proposed Amendments").

         On March 18, 2005, Province Healthcare, in connection with its
previously announced business combination (the "Proposed Transaction") with
LifePoint Hospitals, Inc. ("LifePoint") (NASDAQ: LPNT) into a newly formed
company ("New LifePoint"), commenced a cash tender offer and consent
solicitation for any and all of its $200,000,000 outstanding principal amount of
the Notes. The consent solicitation expired at 12:00 midnight, New York City
time, on Thursday, March 31, 2005. Prior to expiration of the consent
solicitation, holders of approximately 96.9% of the outstanding principal amount
of the Notes had tendered their Notes and consented to the Proposed Amendments.
These consents and tenders may not be validly withdrawn unless Province
Healthcare makes a material change in the terms of the tender offer. The tender
offer is scheduled to expire at 12:00 midnight, New York City time, on April 15,
2005, unless extended or earlier terminated.

         Province Healthcare intends to enter into a supplemental indenture to
effect the Proposed Amendments described in the Offer to Purchase and Consent
Solicitation Statement, dated March 18, 2005. The Proposed Amendments will not
become operative, however, unless and until the Notes tendered by the consenting
holders are accepted for purchase pursuant to the terms of the tender offer.


                                       1



Once the Proposed Amendments become operative, they will be binding upon the
holders of the Notes not purchased in the offer.

         The obligations of Province Healthcare to accept for purchase and pay
for the Notes in the tender offer is conditioned on, among other things, the
satisfaction or waiver of all conditions precedent to the consummation of the
Proposed Transaction, as described in more detail in the Offer to Purchase and
Consent Solicitation Statement.

         This announcement is not an offer to purchase, nor a solicitation of an
offer to purchase, nor a solicitation of tenders or consents with respect to,
any Notes. The tender offer and consent solicitation are being made solely
pursuant to the Offer to Purchase and Consent Solicitation Statement and related
Consent and Letter of Transmittal.

         Province Healthcare has retained Citigroup Global Markets Inc. to serve
as the dealer manager and solicitation agent for the tender offer and the
consent solicitation. Questions regarding the tender offer and consent
solicitation or requests for documents may be directed to Citigroup Global
Markets Inc., Liability Management Group, at (800) 558-3745 (U.S. toll free) and
(212) 723-6106 (collect) or Global Bondholder Services Corporation, the
Information Agent, at (866) 804-2200 (U.S. toll-free) and (212) 430-3774
(collect).

         In connection with the proposed transaction between LifePoint Hospitals
and Province Healthcare, Lakers Holding has filed with the Securities and
Exchange Commission (the "SEC") a joint proxy statement/prospectus, as part of a
Registration Statement on Form S-4, as amended, and other relevant materials.
The definitive joint proxy statement/prospectus was mailed to the stockholders
of LifePoint Hospitals and Province Healthcare on or about February 22, 2005.
Investors and security holders are advised to read the joint proxy
statement/prospectus and other relevant materials when they become available, as
well as any amendments or supplements to those documents, because they will
contain important information about Lakers Holding, LifePoint Hospitals,
Province Healthcare and the proposed transaction. In addition, the joint proxy
statement/prospectus and other relevant materials filed by LifePoint Hospitals
or Province Healthcare with the SEC may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by LifePoint Hospitals or Lakers
Holding by contacting Investor Relations, LifePoint Hospitals, Inc., 103 Powell
Court, Suite 200, Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and by
Province


                                       2



Healthcare by contacting Investor Relations, Province Healthcare Company, 105
Westwood Place, Suite 400, Brentwood, Tennessee, 37027, Phone: (615) 370-1377.

         This document may contain statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Such forward-looking
statements, particularly those statements regarding the effects of the merger,
reflect LifePoint Hospitals, Inc.'s and Province Healthcare Company's current
expectations and beliefs, are not guarantees of performance of LifePoint
Hospitals or the newly formed combined entity and are subject to a number of
risks, uncertainties, assumptions and other factors that could cause actual
results to differ materially from those described in the forward-looking
statements. For example, such risks, uncertainties, assumptions and other
factors include, without limitation, the possibility that (1) problems may arise
in successfully integrating the businesses of the two companies; (2) the
acquisition may involve unexpected costs; (3) the combined company may be unable
to achieve cost-cutting synergies; (4) the businesses may suffer as a result of
uncertainty surrounding the acquisition; and (5) the combined company may be
subject to future regulatory or legislative actions. For a further discussion of
these and other risks, uncertainties, assumptions and other factors, see the
joint proxy statement/prospectus and LifePoint Hospitals' and Province
Healthcare's filings with the Securities and Exchange Commission. LifePoint
Hospitals and Province Healthcare undertake no duty to update forward-looking
statements.


                                       3