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”).
Exhibit 99.22
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 15, 2006 (this
“Agreement”), between ML Global Private Equity Fund, L.P. (“MLGPEF”) and Xxxxxxx
Xxxxx Ventures L.P. 2001 (“MLV”).
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;
WHEREAS, MLGPEF is party to an equity commitment letter (the “Equity Commitment
Letter”), dated as of July 24, 2006, between MLGPEF and Parent pursuant to which MLGPEF has
agreed, subject to the terms and conditions set forth therein, to purchase a portion of the equity
of Parent;
WHEREAS, MLGPEF is party to an Interim Investors Agreement, dated as of July 24, 2006 (the
“Interim Investors Agreement”), by and among MLGPEF, Parent and the other investors party
thereto;
WHEREAS, the Interim Investors Agreement and the Equity Commitment Letters each provide that
MLGPEF may assign all or a portion of its obligations to purchase equity of Parent at the Effective
Time (and the corresponding rights and obligations under the Interim Investors Agreement) to
affiliated entities or affiliated funds; and
WHEREAS, MLV is an affiliated fund or an affiliated entity of MLGPEF and MLGPEF desires to
assign, and MLV desires to assume, a portion of its obligations to fund its equity commitment under
the Equity Commitment Letter and the corresponding rights and obligations under the Equity
Commitment Letter and the Interim Investors Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and
intending to be legally bound, the parties hereto agree as follows:
SECTION 1. Assignment and Assumption. MLGPEF hereby assigns to MLV, and MLV hereby
accepts such assignment and assumes (i) that portion of the rights and obligations of MLGPEF under
the Equity Commitment Letter relating to MLGPEF’s commitment, subject to the conditions set forth
in the Equity Commitment Letter to purchase a portion of the equity of Parent as of the Effective
Time for $50,000,000 (the “Assigned Commitment”), and (ii) the corresponding rights and
obligations under the Interim Investors Agreement in respect of the Assigned Commitment as a result
of the assignment and assumption pursuant to clause (i) above (including, without limitation, under
Sections 2.8 and 2.13 thereof).
SECTION 2. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
SECTION 3. Counterparts. This Agreement may be executed by facsimile and in any
number of counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.
ML GLOBAL PRIVATE EQUITY FUND, L.P. |
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By: MLGPE LTD, its General Partner | ||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | President | |||
XXXXXX XXXXX VENTURES L.P. 2001 |
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By: Xxxxxxx Xxxxx Ventures, LLC, its General Partner | ||||
By: | /s/ Xxxxxxxxx Xxxx | |||
Name: | Xxxxxxxxx Xxxx | |||
Title: | Executive Vice President |
Acknowledged and Agreed: HERCULES HOLDING II, LLC |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: Xxxxx Xxxxxx | ||||
Title: President |