July 24, 2006Frist Thomas F Jr • August 4th, 2006 • Services-general medical & surgical hospitals, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation, a Delaware corporation (“Merger Sub”) and HCA Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A and the party to the Equity Rollover Commitment are collectively referred to herein as the “Investors”. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • August 4th, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
This Interim Investors Agreement (the “Agreement”) is made as of July 24, 2006 by and among Hercules Holding II, LLC (“Parent”) and the other parties appearing on the signature pages hereto (the “Investors”).
AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENTThe Interim Investors Agreement • November 22nd, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENT (this “Amendment”), dated as of November 14, 2006, by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Bain Capital Fund IX, L.P. (“Bain”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR 2006 Fund L.P. (“KKR 2006”), ML Global Private Equity Fund, L.P. (“ML”), Banc of America Securities LLC (“BofA”), Citigroup Inc. (“Citigroup”), Frisco, Inc. and Frisco Partners (and together with Frisco, Inc., Bain, KKR Millennium, KKR 2006, ML, BofA and Citigroup, the “Investors”).
LIMITED GUARANTEELimited Guarantee • August 4th, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
Limited Guarantee, dated as of July 24, 2006 (this “Limited Guarantee”), by ML Global Private Equity Fund, L.P. (the “Guarantor”), in favor of HCA Inc. (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • August 4th, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
Limited Guarantee, dated as of July 24, 2006 (this “Limited Guarantee”), by Frisco Inc. and Frisco Partners (collectively, the “Guarantor”), in favor of HCA Inc. (the “Guaranteed Party”).
July 24, 2006Frist Thomas F Jr • August 4th, 2006 • Services-general medical & surgical hospitals, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation, a Delaware corporation (“Merger Sub”) and HCA Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The undersigned and the parties to the Equity Financing Commitments are collectively referred to herein as the “Investors”. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
July 24, 2006Frist Thomas F Jr • August 4th, 2006 • Services-general medical & surgical hospitals, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation, a Delaware corporation (“Merger Sub”) and HCA Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 15, 2006 (this “Agreement”), between ML Global Private Equity Fund, L.P. (“MLGPEF”) and Merrill Lynch Ventures L.P. 2001 (“MLV”).Assignment and Assumption Agreement • November 22nd, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
WHEREAS, Hercules Holding II, LLC (“Parent”) is party to an Agreement and Plan of Merger dated as of July 24, 2006 (the “Merger Agreement”), by and among HCA Inc., Parent and Hercules Acquisition Corporation pursuant to which, at the Effective Time (as defined in the Merger Agreement) Hercules Acquisition Corporation will be merged with and into HCA, Inc. , with HCA, Inc. surviving the merger as a wholly owned subsidiary of Parent;
ContractAssignment and Assumption Agreement • November 22nd, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 14, 2006 (this “Agreement”), by and among Bain Capital Fund IX, L.P. (“Bain”), KKR 2006 Fund L.P. (“KKR”), ML Global Private Equity Fund, L.P. (“ML” and together with Bain, and KKR, the “Sponsors”)), Frisco, Inc. and Frisco Partners (together with Frisco, Inc., the “Frisco Entities”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 4th, 2006 • Frist Thomas F Jr • Services-general medical & surgical hospitals, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of HCA Inc., a corporation incorporated under the laws of the State of Delaware, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings; provided, that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
July 24, 2006Frist Thomas F Jr • August 4th, 2006 • Life insurance
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation, a Delaware corporation (“Merger Sub”) and HCA Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
