SCHEDULE 13D

BANC OF AMERICA SECURITIES LLC

/s/ Richard E. Konefal

Name: Richard E. Konefal

Title: Senior Vice President

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CWgis/2CPXQCoWhmDMdZ3zLhUni8VPe4uEYDkwzHtKr1WKxnbkpEDs4rimgAgKYA 3okiOu6SXvlVXZPAlZsWzQ== 0000950123-06-009897.txt : 20060804 0000950123-06-009897.hdr.sgml : 20060804 20060804112618 ACCESSION NUMBER: 0000950123-06-009897 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 GROUP MEMBERS: BANC OF AMERICA SECURITIES LLC GROUP MEMBERS: BANK OF AMERICA CORPORATION GROUP MEMBERS: CITIGROUP INC GROUP MEMBERS: FRISCO INC GROUP MEMBERS: FRISCO PARTNERS GROUP MEMBERS: MERRILL LYNCH & CO INC GROUP MEMBERS: MERRILL LYNCH FINANCIAL MARKETS INC GROUP MEMBERS: MERRILL LYNCH INTERNATIONAL GROUP MEMBERS: MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED GROUP MEMBERS: MERRILL LYNCH PROFESSIONAL CLEARING CORP GROUP MEMBERS: MERRILL LYNCH TRUST COMPANY FSB GROUP MEMBERS: NATIONSBANC MONTGOMERY HOLDINGS CORPORATION GROUP MEMBERS: NB HOLDINGS CORPORATION GROUP MEMBERS: PATRICIA CHAMPION FRIST GROUP MEMBERS: PATRICIA FRIST ELCAN GROUP MEMBERS: THOMAS F FRIST III GROUP MEMBERS: WILLIAM ROBERT FRIST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0324 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41652 FILM NUMBER: 061004437 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIST THOMAS F JR CENTRAL INDEX KEY: 0000900596 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153279551 SC 13D 1 y23732sc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

HCA INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

404119109

(CUSIP Number)

John Evangelakos
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000

With a copy to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000

And copies to:

Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000

and

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention:
James P.Gerkis, Esq.
Jeffrey A. Horwitz, Esq.
Fax: (212) 969-2900

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 24, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

(Continued on following pages)


CUSIP No.		404119109	13D	Page		2		of		68

NAMES OF REPORTING PERSONS:

Frisco, Inc.

I.R.S. IDENTIFICATION NO.:

62-1091413

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

8,130,780 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

8,130,780 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,130,780 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.09% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		3		of		68

NAMES OF REPORTING PERSONS:

Frisco Partners

I.R.S. IDENTIFICATION NO.:

62-1094178

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

Tennessee

SOLE VOTING POWER:

NUMBER OF

0 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,553,420 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

1,553,420 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,533,420 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.39% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		4		of		68

NAMES OF REPORTING PERSONS:

Thomas F. Frist, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

5,617,642 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

11,353,396 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

5,638,369 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

11,353,396 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,991,765 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.38% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		5		of		68

NAMES OF REPORTING PERSONS:

Patricia Champion Frist

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

45,498 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

16,946,267 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

45,498 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

16,946,267 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,991,765 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.38% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		6		of		68

NAMES OF REPORTING PERSONS:

Patricia Frist Elcan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

2,899,645 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

9,664,200 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

2,899,645 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

9,664,200 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,563,845 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.24% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		7		of		68

NAMES OF REPORTING PERSONS:

William Robert Frist

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

3,677,732 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

9,664,200 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

3,677,732 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

9,664,200 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,341,932 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.44% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		8		of		68

NAMES OF REPORTING PERSONS:

Thomas F. Frist III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

253,519 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

9,664,200 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

253,519 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

9,664,200 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,917,719 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.55% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		9		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch Professional Clearing Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o NOT APPLICABLE

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:


CUSIP No.		404119109	13D	Page		10		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON

BD, IA, CO


CUSIP No.		404119109	13D	Page		11		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch Financial Markets, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:


CUSIP No.		404119109	13D	Page		12		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch International

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

England and Wales

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

o Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:


CUSIP No.		404119109	13D	Page		13		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch & Co., Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:

HC, CO


CUSIP No.		404119109	13D	Page		14		of		68

NAMES OF REPORTING PERSONS:

Merrill Lynch Trust Company, FSB

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Federal Savings Bank under US Federal law

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,912.01 Shares

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,245,912.01 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,245,912.01

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o Not Applicable

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:


CUSIP No.		404119109	13D		Page	15		of		68

NAMES OF REPORTING PERSONS:

Citigroup Inc.*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

0 Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,061,105 Shares**

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares

WITH

SHARED DISPOSITIVE POWER:

1,061,105 Shares**

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,061,105 shares**

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

TYPE OF REPORTING PERSON:

* This filing reflects securities directly beneficially owned by certain wholly owned subsidiaries of Citigroup Inc.

** Includes (i) 286,605 shares of Common Stock and (ii) 774,500 shares of Common Stock issuable upon the exercise of call options.


CUSIP No.		404119109	13D	Page		16		of		68

NAMES OF REPORTING PERSONS:

Bank of America Corporation

I.R.S. IDENTIFICATION NO.:

56-0906609

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

711,074 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

6,359 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

687,894 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

50,789 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

738,683 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.19% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		17		of		68

NAMES OF REPORTING PERSONS:

NB Holdings Corporation

I.R.S. IDENTIFICATION NO.:

56-1857749

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

711,074 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

6,359 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

687,894 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

50,789 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

738,683 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.19% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		18		of		68

NAMES OF REPORTING PERSONS:

NationsBanc Montgomery Holdings Corporation

I.R.S. IDENTIFICATION NO.:

56-2103478

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER:

NUMBER OF

247,701 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

247,701 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

0 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

247,701 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.06% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


CUSIP No.		404119109	13D	Page		19		of		68

NAMES OF REPORTING PERSONS:

Banc of America Securities LLC

I.R.S. IDENTIFICATION NO.:

56-2058405

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

247,701 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 Shares (1)

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

247,701 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

0 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

247,701 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.06% (1)

TYPE OF REPORTING PERSON:

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: JOINT FILING AGREEMENT
EX-99.2: ROLLOVER COMMITMENT LETTER
EX-99.4: LIMITED GUARANTEE
EX-99.5: LIMITED GUARANTEE
EX-99.6: INTERIM INVESTORS AGREEMENT
EX-99.8: DEBT COMMITMENT LETTER
EX-99.9: EQUITY COMMITMENT LETTER
EX-99.10: SELL DOWN INVESTORS COMMITMENT LETTER
EX-99.11: SELL DOWN INVESTORS COMMITMENT LETTER
EX-99.12: POWER OF ATTORNEY
EX-99.13: POWER OF ATTORNEY
EX-99.14: POWER OF ATTORNEY
EX-99.15: POWER OF ATTORNEY
EX-99.16: POWER OF ATTORNEY
EX-99.17: POWER OF ATTORNEY

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Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $.01 per share (the “Common Stock”), of HCA Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”). The address of the principal executive offices of the Company is One Park Plaza, Nashville, Tennessee 37203.

Item 2. Identity and Background

This Statement is being filed jointly by: (a) Frisco, Inc., Frisco Partners, Thomas F. Frist, Jr., Patricia Champion Frist, Patricia Frist Elcan, William Robert Frist and Thomas F. Frist III (collectively, the “Family Investors”), (b) Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc. and Merrill Lynch Trust Company, FSB (collectively, the “Merrill Entities”), (c) Citigroup Inc. (“Citigroup”) and (d) Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation and Banc of America Securities LLC (collectively, the “Bank of America Entities”) (the Family Investors, the Merrill Entities, Citigroup and the Bank of America Entities, collectively, the “Reporting Persons”)¹ with respect to the Common Stock of the Company.

Family Investors:

Frisco, Inc. is a Delaware corporation and Frisco Partners is a Tennessee general partnership. Frisco, Inc. is wholly owned by members of Thomas F. Frist, Jr.’s immediate family and Frisco Partners is wholly owned by Thomas F. Frist, Jr. and members of his immediate family. Each of Frisco, Inc. and Frisco Partners was formed for the purpose of personal investing by Thomas F. Frist, Jr. and his family. Thomas F. Frist, Jr., Patricia Champion Frist, Patricia Frist Elcan, William Robert Frist and Thomas F. Frist III are natural persons resident in Tennessee.

Merrill Entities:

Merrill Lynch Professional Clearing Corp. is a direct wholly owned subsidiary of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Financial Markets, Inc. are each direct wholly owned subsidiaries of Merrill Lynch & Co., Inc. Merrill Lynch International and Merrill Lynch Trust Company, FSB are indirect subsidiaries of Merrill Lynch & Co., Inc. ML Global Private Equity Fund, L.P. is an affiliate of the Merrill Entities and signatory to a Guarantee, the Interim Investors Agreement and an Equity Commitment Letter (as each is defined below). ML Global Private Equity Fund, L.P. does not beneficially own any Common Stock and is not a Reporting Person.

Merrill Lynch & Co., Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Merrill Lynch Professional Clearing Corp. and Merrill Lynch Financial Markets, Inc. are each corporations organized under the laws of Delaware. Merrill Lynch International is a company incorporated under the laws of England and Wales. Merrill Lynch Trust Company, FSB is a Federal savings bank organized under U.S. Federal law.

Citigroup:

Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. The address of the principal office of Citigroup is 399 Park Avenue, New York, NY 10043. Citigroup is chartered in Delaware.


¹		Neither the present filing nor anything contained herein shall be construed as an admission that (a) any Reporting Person constitutes a “person” for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, as amended, or (b) any combination of Reporting Persons constitutes a “group” for any purpose.

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Bank of America Entities:

Bank of America Corporation, a Delaware corporation (“Bank of America”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is engaged in the general banking and financial services business through its subsidiaries.

NB Holdings Corporation, a Delaware corporation (“NB Holdings”), is an intermediate holding company.

Banc of America Securities LLC, a Delaware limited liability company (“BAS”), is a registered broker-dealer and is engaged in the business of acting as a broker-dealer with regard to debt and equity securities and loan syndications.

NationsBanc Montgomery Holdings Corporation, a Delaware corporation (“NationsBanc Montgomery”), is a holding company engaged in the business of being an intermediate holding company for BAS and two other entities.

Attached hereto as Schedule I is a list of each of the Reporting Persons setting forth the following information with respect to each such person:

	(a)		name;

	(b)		principal business;

	(c)		state of organization (if the Reporting Person is an entity) or citizenship (if the Reporting Person is a natural person); and

	(d)		address of principal business and office.

Attached hereto as Schedule II is a list of the executive officers, directors and/or general partners of each Reporting Person that is an entity setting forth the following information with respect to each such person:

	(a)		name;

	(b)		business address (or residence where indicated);

	(c)		present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;

	(d)		citizenship;

	(e)		number of shares beneficially owned;

	(f)		number of shares beneficially owned as to which there is (i) sole power to vote or direct the vote; (ii) shared power to vote or to direct the vote; (iii) sole power to dispose or to direct the disposition; or (iv) shared power to dispose or direct the disposition;

	(g)		a description of any transactions in the Common Stock in the 60 days prior to the date of this statement; and

	(h)		a description of any right to receive, or power to direct the receipt of, dividends or the proceeds from the sale of the Common Stock.

Other than as set forth on Schedule IV, during the last five years, no person listed on Schedule I and, to the knowledge of the Reporting Persons, no person listed on Schedule II, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Item 2 is qualified in its entirety by reference to Schedule I, Schedule II and Schedule IV, which are attached hereto and incorporated into this Item by reference.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 3, 2006, a copy of which is attached hereto as Exhibit 99.1.

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Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 4 below, in connection with the Merger Agreement,² ML Global Private Equity Fund, L.P, the Frist Entities and the Sell-Down Investors, among others, entered into an Interim Investor Agreement on July 24, 2006. As a result of entering into the Interim Investor Agreement and various matters described in Item 4 below, each Reporting Person may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each other Reporting Person. As a consequence, each Reporting Person may be deemed to beneficially own all shares of Common Stock beneficially owned by each other Reporting Person. On July 24, 2006, the Merrill Entities, Citigroup and the Bank of America Entities beneficially owned 0.32%, 0.3% and 0.19%, respectively, of the issued and outstanding Common Stock, and the Family Investors (including Thomas F. Frist, Jr., his wife and his adult children, among others), collectively, could be deemed to beneficially own, in the aggregate, 6.13% of the issued and outstanding Common Stock, provided that the Family Investors share voting and/or dispositive power only to the extent set forth in Item 5 below. As a group, the Reporting Persons beneficially own greater than 5% of the issued and outstanding Common Stock and therefore are subject to Section 13(d)’s reporting requirements. Other than as set forth in Item 5 below, each Reporting Person hereby disclaims beneficial ownership of Common Stock owned by any other Reporting Person.

It is anticipated that funding for the Merger will be in the form of (1) cash contributed to Parent by each of the Sponsors pursuant to their respective Equity Commitment Letters, (2) debt financing pursuant to the Debt Commitment Letter, and (3) cash contributed to Parent by the Sell-Down Investors pursuant to their respective Sell-Down Investors Commitment Letters, which reduced, on a pro rata basis, the commitments made by the Sponsors described in clause (1) above. In addition, it is anticipated that 15,686,275 shares of Common Stock will, pursuant to the Rollover Commitment Letter, be contributed to Parent. The description of the Merger set forth in Item 4 below is incorporated by reference in its entirety in this Item 3 and is qualified in its entirety by reference to the Merger Agreement.

Item 4. Purpose of Transaction

On July 24, 2006, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and Hercules Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The Board of Directors of the Company approved the Merger Agreement on the unanimous recommendation of a Special Committee comprised entirely of disinterested directors (the “Special Committee”).

Parent is owned by a consortium of private investment funds affiliated with Bain Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P., and ML Global Private Equity Fund, L.P. (collectively, the “Sponsors”).

Concurrently with the execution of the Merger Agreement, Frisco, Inc. and Frisco Partners (the “Frist Entities”) delivered a rollover commitment letter (the “Rollover Commitment Letter”) pursuant to which they agreed to contribute 15,686,275 shares of Common Stock (the “Rollover Shares”) to Parent in exchange for equity securities of Parent. Members of the Frist family and certain entities controlled by them may rollover shares of the Common Stock in connection with, and to satisfy, the commitment by the Frist Entities. A copy of the Rollover Commitment Letter is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

At the effective time of the Merger, each outstanding share of the Common Stock, other than the


²		Except as previously defined, all capitalized terms in this Item 3 have the respective meanings ascribed to such terms in Item 4 below.

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shares (a) contributed to Parent or the Company by or on behalf of the Frist Entities, (b) owned by the Company, Parent or any wholly-owned subsidiaries of the Company or Parent, or (c) owned by any stockholders who are entitled to and who have properly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to received $51.00 in cash, without interest. A copy of the Merger Agreement is attached as Exhibit 99.3 to this Statement and is incorporated by reference herein.

Also, concurrently with the execution of the Merger Agreement, each of ML Global Private Equity Fund, L.P. and the Frist Entities, among others, delivered limited guarantees (the “Guarantees”) to the Company in respect of certain obligations of Parent and Merger Sub under the Merger Agreement. Copies of the Guarantees delivered by ML Global Private Equity Fund, L.P. (the “ML Guarantee”) and the Frist Entities (the “Frist Entity Guarantee”) are attached as Exhibits 99.4 and 99.5 to this Statement and are incorporated by reference herein.

Also, concurrently with the execution of the Merger Agreement, the Frist Entities entered into an Interim Investor Agreement with Parent and the other parties thereto (the “Interim Investors Agreement”), pursuant to which the Frist Entities agreed, inter alia, to vote (subject to certain conditions) all of the Common Stock beneficially owned by them in favor of the Merger Agreement, the Merger and all other transactions contemplated by the Merger Agreement. A copy of the Interim Investors Agreement is attached as Exhibit 99.6 to this Statement and is incorporated by reference herein.

On July 24, 2006, the Company and Parent issued a press release describing the Merger (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.7 to this Statement and is incorporated by reference herein.

Upon consummation of the Merger, it is contemplated that the Common Stock will be delisted from the New York Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

It is contemplated that, upon the consummation of the Merger, the certificate of incorporation and the bylaws of the Company will be amended in their entirety to be identical to the certificate of incorporation and the by-laws, respectively, of Merger Sub; provided, that, all references to Merger Sub shall be replaced by references to the Company. Further, it is contemplated that, upon the consummation of the Merger, the directors of Merger Sub will be the directors of the Company.

Parent has obtained equity commitment letters (the “Equity Commitment Letters”) and a debt financing commitment (the “Debt Commitment Letter”) for the transactions contemplated by the Merger Agreement. A copy of the Debt Commitment Letter is attached as Exhibit 99.8 to this Statement and is incorporated by referenced herein. A copy of the Equity Commitment Letter from ML Global Private Equity Fund, L.P. (the “ML Commitment Letter”) is attached as Exhibit 99.9 to this Statement and is incorporated by reference herein. Also, on July 24, 2006, each of Citigroup Inc. and Banc of America Securities LLC (the “Sell-Down Investors”) entered into a commitment letter with Parent, pursuant to which such Sell-Down Investor has committed, upon the terms and subject to the conditions thereof, to invest in Parent the cash amounts set forth therein (collectively, the “Sell-Down Investors Commitment Letters”). Such amounts committed by the Sell-Down Investors reduced, on a pro rata basis, the commitments made by the Sponsors under the Equity Commitment Letters. Copies of the Sell-Down Investors Commitment Letters are attached as Exhibit 99.10 and Exhibit 99.11, respectively, to this Statement and are incorporated by reference herein.

Consummation of the Merger is subject to various conditions, including approval of the Merger by the stockholders of the Company, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Merger Agreement, the Press Release, the Interim Investors Agreement, the Rollover Commitment Letter, the ML Guarantee, the Frist Entity Guarantee, the Debt Commitment Letter, the ML Commitment Letter, and the Sell-Down Investors Commitment Letters, each of which is filed as an exhibit hereto and is incorporated herein by reference.

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Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

(a)

Family Investors:

Frisco, Inc. is the beneficial owner of approximately 8,130,780 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 2.09% of all shares of Common Stock outstanding.

Frisco Partners is the beneficial owner of approximately 1,533,420 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.39% of all shares of Common Stock outstanding.

Thomas F. Frist, Jr. (“Dr. Frist”) is the beneficial owner of approximately 16,991,765 shares of Common Stock (the “TFF Jr Holdings”), which represent approximately 4.38% of all shares of Common Stock outstanding; of these, Dr. Frist has sole voting power with respect to approximately 5,617,624 shares, shared voting power with respect to approximately 11,353,396 shares, sole dispositive power with respect to 5,638,369 shares and shared dispositive power with respect to 11,353,396 shares. The TFF Jr Holdings include approximately 5,545,500 shares held directly by Dr. Frist; approximately 45,498 shares with respect to which Dr. Frist may be deemed to be the beneficial owner but which are held of record by his wife; approximately 22,612 shares issuable upon options exercisable as of the date of this Statement or within 60 days hereafter; approximately 989 shares held in Dr. Frist’s brokerage account with UBS; approximately 3,025 shares in Dr. Frist’s ESPP account; approximately 20,745 shares held in Dr. Frist’s 401(k) account (with respect to which Dr. Frist exercises investment but not voting authority); approximately 1,689,196 shares in trusts and foundations (Frist Children’s Trust, Frist Children’s Trust II, JT. Foundation and GST) with respect to which Dr. Frist is a trustee or a co-trustee; and approximately 9,664,200 shares with respect to which Dr. Frist may be deemed to be the beneficial owner but which are owned of record by Frisco, Inc. and Frisco Partners.

Patricia Champion Frist (“PCF”) is the beneficial owner of approximately 16,991,765 shares of Common Stock (the “PCF Holdings”), which represent approximately 4.38% of all shares of Common Stock outstanding; of these, PCF has sole voting and investment power with respect to approximately 45,498 shares and shared voting and investment power with respect to 16,946,267 shares. The PCF Holdings include approximately 45,498 shares held directly by PCF; 16,946,267 shares with respect to which PCF may be deemed to be the beneficial owner, but which are beneficially owned by her husband, Dr. Frist (as described above in this Item 5); and approximately 9,664,200 shares which are owned of record by Frisco, Inc. and Frisco Partners.

Patricia Frist Elcan (“PFE”) is the beneficial owner of approximately 12,563,845 shares of Common Stock (the “PFE Holdings”), which represent approximately 3.24% of all shares of Common Stock outstanding; of these, PFE has sole voting power and investment power with respect to approximately 2,899,645 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The PFE Holdings include approximately 2,154,374 shares held directly by PFE; approximately 141,453 shares with respect to which PFE may be deemed to be the beneficial owner but which are held of record by her husband and minor children; and approximately 10,268,018 shares with respect to which PFE may be deemed to be the beneficial owner but which are held of record by certain trusts and investment entities (including Elcan Partners, Elcan Investment Partners, GRAT II, GRAT III, GRAT IV, Frisco, Inc. and Frisco Partners).

William Robert Frist (“WRF”) is the beneficial owner of approximately 13,341,932 shares of Common Stock (the “WRF Holdings”), which represent approximately 3.44% of all shares of Common Stock outstanding; of these, WRF has sole voting and investment power with respect to approximately 3,677,732 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The WRF holdings include approximately 3,340,895 shares held directly by WRF; approximately 15,157 shares with respect to which

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WRF may be deemed to be the beneficial owner but which are held of record by his wife and minor children; and approximately 9,985,880 shares with respect to which WRF may be deemed to be the beneficial owner but which are held of record by certain investment entities (including William R. Frist Family Partnership, Frisco, Inc. and Frisco Partners).

Thomas F. Frist III (“TFF III”) is the beneficial owner of approximately 9,917,719 shares of Common Stock (the “TFF III Holdings”), which represent approximately 2.55% of all shares of Common Stock outstanding; of these, TFF III has sole voting and investment power with respect to approximately 253,519 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The TFF III Holdings include 250,500 shares held directly by TFF III; 3,019 shares with respect to which TFF III may be deemed to be the beneficial owner but which are owned of record by his wife and minor children; and approximately 9,664,200 shares with respect to which TFF III may be deemed to be the beneficial owner but which are owned of record by Frisco, Inc. and Frisco Partners.

Merrill Entities:

Merrill Lynch & Co., Inc. is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Merrill Lynch Pierce, Fenner & Smith Incorporated is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Merrill Lynch Professional Clearing Corp. is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Merrill Lynch Financial Markets, Inc. is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Merrill Lynch International is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Merrill Lynch Trust Company, FSB is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Citigroup:

Citigroup indirectly beneficially owns 1,061,105 of Common Stock directly beneficially owned by certain wholly owned subsidiaries of Citigroup, or 0.3% of all shares of Common Stock outstanding.

Bank of America Entities:

BAS directly beneficially owns 247,701 shares of Common Stock. These shares may be deemed to be indirectly owned by NationsBanc Montgomery, the 100% owner of BAS, by NB Holdings, the 100% owner of NationsBanc Montgomery, and by Bank of America, the 100% owner of NB Holdings.

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Bank of America, National Association (“BANA”), the wholly-owned subsidiary of NB Holdings, directly beneficially owns 286,410 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings.

Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company and a registered investment advisor that is the wholly-owned subsidiary of Columbia Management Group, LLC (“CMG”), a Delaware limited liability company, the wholly-owned subsidiary of BANA, which is the wholly-owned subsidiary of NB Holdings, directly beneficially owns 204,572 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings.

Based on the above, (i) Bank of America may be deemed to beneficially own an aggregate of 738,683 shares of Common Stock representing approximately 0.19% of outstanding shares; (ii) NB Holdings may be deemed to beneficially own an aggregate of 738,683 shares of Common Stock representing approximately 0.19% of the Company’s outstanding shares; (iii) NationsBanc Montgomery may be deemed to beneficially own an aggregate of 247,701 shares of Common Stock representing approximately 0.06% of the Company’s outstanding shares; and (iv) BAS owns an aggregate of 247,701 shares of Common Stock representing approximately 0.06% of the Company’s outstanding shares.

For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed to be 388,237,497 (which is the number of shares of Common Stock which the Company represented in the Merger Agreement were outstanding on June 30, 2006).

As a result of entering into the Interim Investor Agreement and various matters described in Item 4 above, each Reporting Person may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each other Reporting Person. As a consequence, each Reporting Person may be deemed to beneficially own all shares of Common Stock beneficially owned by each other Reporting Person. On July 24, 2006, the Merrill Entities, Citigroup and the Bank of America Entities beneficially owned 0.32%, 0.3% and 0.19%, respectively, of the issued and outstanding Common Stock, and the Family Investors (including Thomas F. Frist, Jr., his wife and his adult children, among others), collectively, could be deemed to beneficially own, in the aggregate, 6.13% of the issued and outstanding Common Stock, provided that the Family Investors shared voting and/or dispositive power only to the extent set forth in this Item 5. As a group, the Reporting Persons beneficially own greater than 5% of the issued and outstanding Common Stock and therefore are subject to Section 13(d)’s reporting requirements. Other than as set forth in this Item 5, each Reporting Person hereby disclaims beneficial ownership of Common Stock owned by any other Reporting Person.

Other than as set forth above with respect to Thomas F. Frist, Jr., none of the Common Stock reported in this Item are shares as to which any Reporting Person has a right to acquire that is exercisable within 60 days. None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I or Schedule II hereto, beneficially owns any Common Stock other than as set forth herein.

(b)

Each Reporting Person (other than the Bank of America Entities and Citigroup, with respect to which the information is set forth below) shares the power to vote or direct the vote and to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person as indicated in paragraph (a) of this Item 5 above.

Bank of America Entities:

BAS has sole voting and dispositive power with respect to 247,701 shares of Common Stock. These shares may be deemed to be indirectly owned by NationsBanc Montgomery, the 100% owner of BAS, by NB Holdings, the 100% owner of NationsBanc Montgomery, and by Bank of America, the 100% owner of NB Holdings, as a result of which NationsBanc Montgomery, NB Holdings and Bank of America may be deemed to have sole voting and dispositive power with respect to such shares.

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BANA has sole voting power with respect to 258,801 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 235,621 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings, as a result of which NB Holdings and Bank of America may be deemed to have the same voting and dispositive power with respect to such shares.

CMG has sole voting and dispositive power with respect to 204,572 shares of Common Stock. These shares may be deemed to be indirectly owned by CMA, the 100% owner of CMG, by BANA, the 100% owner of CMA, by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings, as a result of which NB Holdings and Bank of America may be deemed to have sole voting and dispositive power with respect to such shares.

Based on the above, (i) Bank of America may be deemed to have sole voting power with respect to 711,074 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 687,894 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock; (ii) NB Holdings may be deemed to have sole voting power with respect to 711,074 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 687,894 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock; (iii) BAS has sole voting power and dispositive power with respect to 247,701 shares of Common Stock; and (iv) NationsBanc Montgomery may be deemed to have sole voting and dispositive power with respect to 247,701 shares of Common Stock.

Citigroup:

With respect to the Common Stock indirectly beneficially owned by Citigroup set forth in Item 5(a) above, Citigroup has shared power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that it beneficially owns.

Mr. Armstrong, a director of Citigroup and the Company, has the sole power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that he beneficially owns.

Mr. Volk, an executive officer of Citigroup, has shared power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that he beneficially owns.

(c)

On June 7, 2006, Thomas F. Frist, Jr. received 11 shares of Common Stock pursuant to the Company’s ESPP DRIP program, with the purchase price equal to $45.0962 per share.

Other than as set forth above with respect to Thomas F. Frist, Jr., Schedule III sets forth the transactions in the Common Stock which, to the knowledge of the applicable Reporting Person, have been effected during the preceding 60 days (excluding, in the case of Citigroup, the transactions that may have been effected for managed accounts with funds provided by third party customers). All of the transactions set forth on Schedule III were effected in the ordinary course of business of the Merrill Entities, Citigroup or the Bank of America Entities, as the case may be, or affiliates thereof, in ordinary course trading activities. The transactions in the shares of Common Stock described on Schedule III were effected on the New York Stock Exchange or the over-the-counter market. Except as described above, no transactions in the Common Stock were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedule I or Schedule II hereto during the preceding 60 days.

(d)

Bank of America Entities:

Except for clients of the Bank of America Entities who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,

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any shares of Common Stock held in managed accounts, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by any Reporting Person.

Family Investors and Citigroup:

Not applicable.

(e) Not applicable.

This Item 5 is qualified in its entirety by reference to Schedule I, Schedule II and Schedule III, which are attached hereto and are incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Each of the ML Commitment Letter, the Debt Commitment Letter, the Rollover Commitment Letter, the ML Guarantee, the Frist Entity Guarantee, the Interim Investors Agreement, the Sell-Down Investors Commitment Letters, the Press Release and the Merger Agreement (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6.

In connection with the consummation of the Merger, the parties to the Interim Investors Agreement intend to enter into an equity holders’ agreement, which will contain provisions regarding corporate governance, board seat allocation, limitations on transfers, drag-along rights, tag-along rights, preemptive rights and registration rights, as well as other customary provisions found in such agreements.

8,130,780 shares of Common Stock (the “Pledged Shares”) owned of record by Frisco, Inc. have been pledged as collateral for loans, as follows: (i)(A) 2,862,914 shares pledged to Suntrust Bank, (B) 1,852,866 shares pledged to Bank of America, N.A., and (C) 1,765,000 shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated, in each case, to secure loans made to Thomas F. Frist, Jr. and (ii)(A) 1,400,000 shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and (B) 250,000 shares pledged to Suntrust Bank, in each case, to secure loans made to Thomas F. Frist III. Under the customary terms of the pledge arrangements, in the event of default, the lenders may be entitled to dispose of the Pledged Shares.

Except as described in this Item 6, none of the Reporting Persons or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule II, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

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Item 7. Material to be Filed as Exhibits


Exhibit		Description

99.1.		Joint Filing Agreement, dated August 3, 2006, among Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc., Merrill Lynch Trust Company, FSB, Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation, Banc of America Securities LLC, Citigroup Inc., Thomas F. Frist, Jr., Patricia Frist Elcan, William Robert Frist, Thomas F. Frist III, Frisco, Inc. and Frisco Partners.

99.2.		Rollover Commitment Letter, dated July 24, 2006, from Frisco, Inc. and Frisco Partners to Hercules Holding II, LLC.

99.3.		Agreement and Plan of Merger, dated July 24, 2006, by and among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc. (incorporated by reference to Exhibit 2.1 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).

99.4.		Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by ML Global Private Equity Fund, L.P.

99.5.		Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by Frisco, Inc. and Frisco Partners.

99.6.		Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holding II, LLC, Bain Capital IX, L.P., KKR Millennium Fund, L.P., KKR PEI Investments, L.P., ML Global Private Equity Fund, L.P., Frisco, Inc., Frisco Partners, Banc of America Securities LLC and Citigroup Inc.

99.7.		Press Release (incorporated by reference to Exhibit 99.2 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).

99.8.		Debt Commitment Letter, dated July 24, 2006, from Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated to Hercules Holding II, LLC.

99.9.		Equity Commitment Letter, dated July 24, 2006, from ML Global Private Equity Fund, L.P. to Hercules Holding II, LLC.

99.10.		Sell-Down Investors Commitment Letter, dated July 24, 2006, from Citigroup Inc. to Hercules Holding II, LLC.

99.11.		Sell-Down Investors Commitment Letter, dated July 24, 2006, from Banc of America Securities LLC to Hercules Holding II, LLC.

99.12.		Power of Attorney granted by Merrill Lynch Professional Clearing Corp.

99.13.		Power of Attorney granted by Merrill Lynch Trust Company, FSB

99.14.		Power of Attorney granted by Merrill Lynch, Pierce, Fenner, & Smith Incorporated.

99.15.		Power of Attorney granted by Merrill Lynch Financial Markets, Inc.

99.16.		Power of Attorney granted by Merrill Lynch International

99.17.		Power of Attorney granted by Merrill Lynch & Co., Inc.

99.18.		The section titled “Litigation and Regulatory Matters” contained in Note 13 of the consolidated financial statements in Bank of America’s Annual Report for the period ended December 31, 2005 on Form 10-K which is incorporated by reference herein (Commission file number 1-6523).

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		Dated: August 3, 2006

Merrill Lynch Professional Clearing Corp.		Merrill Lynch, Pierce, Fenner & Smith Incorporated

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person *		Title: Authorized Person *

Merrill Lynch Financial Markets, Inc.		Merrill Lynch International

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person *		Title: Authorized Person *

Merrill Lynch & Co., Inc.		Merrill Lynch Trust Company, FSB

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person *		Title: Authorized Person *


*		See attached Powers of Attorney

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 3, 2006

FRISCO, INC.

By:	/s/ Patricia Champion Frist

	Name:	Patricia Champion Frist
	Title:	President

FRISCO PARTNERS

By:	/s/ Thomas F. Frist, Jr.

	Name:	Thomas F. Frist, Jr.
	Title:	General Partner

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				Dated: August 3, 2006

		/s/ Thomas F. Frist, Jr.

		Thomas F. Frist, Jr.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				Dated: August 3, 2006
				/s/ Patricia Champion Frist

				Patricia Champion Frist

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				Dated: August 3, 2006
				/s/ Patricia Frist Elcan

				Patricia Frist Elcan

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				Dated: August 3, 2006
				/s/ William Robert Frist

				William Robert Frist

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				Dated: August 3, 2006
				/s/ Thomas F. Frist, III

				Thomas F. Frist, III

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 3, 2006

BANK OF AMERICA CORPORATION NB HOLDINGS CORPORATION

By:	/s/ Charles F. Bowman

	Name:	Charles F. Bowman
	Title:	Senior Vice President

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 3, 2006

NATIONSBANC MONTGOMERY HOLDINGS CORPORATION

By:	/s/ Robert Qutub

	Name:	Robert Qutub
	Title:	President

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 3, 2006

BANC OF AMERICA SECURITIES LLC

By:	/s/ Richard E. Konefal

	Name:	Richard E. Konefal
	Title:	Senior Vice President

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		Dated: August 3, 2006

		CITIGROUP INC.

		By:		/s/ Ali L. Karshan

				Name: Ali L. Karshan
				Title: Assistant Secretary

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EXHIBIT INDEX


Exhibit		Description
99.1.		Joint Filing Agreement, dated August 3, 2006, among Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc., Merrill Lynch Trust Company, FSB, Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation, Banc of America Securities LLC, Citigroup Inc., Thomas F. Frist, Jr., Patricia Frist Elcan, William Robert Frist, Thomas F. Frist III, Frisco, Inc. and Frisco Partners.

99.2.		Rollover Commitment Letter, dated July 24, 2006, from Frisco, Inc. and Frisco Partners to Hercules Holding II, LLC.

99.3.		Agreement and Plan of Merger, dated July 24, 2006, by and among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc. (incorporated by reference to Exhibit 2.1 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).

99.4.		Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by ML Global Private Equity Fund, L.P.

99.5.		Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by Frisco, Inc. and Frisco Partners.

99.6.		Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holding II, LLC, Bain Capital IX, L.P., KKR Millennium Fund, L.P., KKR PEI Investments, L.P., ML Global Private Equity Fund, L.P., Frisco, Inc., Frisco Partners, Banc of America Securities LLC and Citigroup Inc.

99.7.		Press Release (incorporated by reference to Exhibit 99.2 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).

99.8.		Debt Commitment Letter, dated July 24, 2006, from Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated to Hercules Holding II, LLC.

99.9.		Equity Commitment Letter, dated July 24, 2006, from ML Global Private Equity Fund, L.P. to Hercules Holding II, LLC.

99.10.		Sell-Down Investors Commitment Letter, dated July 24, 2006, from Citigroup Inc. to Hercules Holding II, LLC.


99.11.		Sell-Down Investors Commitment Letter, dated July 24, 2006, from Banc of America Securities LLC to Hercules Holding II, LLC.

99.12.		Power of Attorney granted by Merrill Lynch Professional Clearing Corp.

99.13.		Power of Attorney granted by Merrill Lynch Trust Company, FSB.

99.14.		Power of Attorney granted by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

99.15.		Power of Attorney granted by Merrill Lynch Financial Markets, Inc.

99.16.		Power of Attorney granted by Merrill Lynch International.

99.17.		Power of Attorney granted by Merrill Lynch & Co., Inc.

99.18.		The section titled “Litigation and Regulatory Matters” contained in Note 13 of the consolidated financial statements in Bank of America’s Annual Report for the period ended December 31, 2005 on Form 10-K which is incorporated by reference herein (Commission file number 1-6523).

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SCHEDULE I — REPORTING PERSONS

Family Investors:


Name of Reporting	State of
Person	Organization	Address of Principal Office	Principal Business
Frisco, Inc.	Delaware	3100 West End Ave, Suite 500 Nashville, TN 37203	Private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons

Frisco Partners	Tennessee	3100 West End Ave, Suite 500 Nashville, TN 37203	Private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons


			Present principal occupation
			or employment and the
			name, principal business and
			address of any corporation
			or other organization in
Name of Reporting		Residence or Business	which such employment is
Person	Citizenship	Address	conducted
Thomas F. Frist, Jr.	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Director of HCA Inc. One Park Plaza Nashville, TN 37203 (a leading health care provider).

Patricia Champion Frist	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Private Investor

Patricia Frist Elcan	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Private Investor

Thomas F. Frist III	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).

William Robert Frist	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).

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Merrill Entities:

The names and principal businesses of each of the Merrill Entities are set forth below. Unless otherwise noted, each of the Merrill Entities principal business and office address is 4 World Financial Center, North Tower, New York, NY 10080.


NAME		PRINCIPAL BUSINESS
Merrill Lynch Professional Clearing Corp.		A company engaged in securities financing, brokerage and clearing services to broker dealers and hedge funds.

Merrill Lynch, Pierce, Fenner & Smith Incorporated		A registered broker-dealer and investment adviser that, together with its subsidiaries, provides investment, financing, and related services to individuals and institutions on a global basis.

Merrill Lynch Financial Markets, Inc.		A registered OTC Derivatives Dealer, authorized currently to engage in OTC equity derivatives transactions with counterparties and related portfolio and cash management activities.

Merrill Lynch International Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ		An international underwriter; conducts trading activities for international and U.K. equities and all Euro debt and money market products directly with market professionals around the world and non-U.S. institutional customers.

Merrill Lynch & Co., Inc.		A holding company that, through its subsidiaries and affiliates, provides investment, financial, insurance and related services on a global basis.

Merrill Lynch Trust Company, FSB		A Federal Savings Bank.

Citigroup:

Bank of America Entities:


Name of Reporting Person:		Principal Business:
Bank of America Corporation		General banking and financial services business
NB Holdings Corporation		Intermediate bank holding company
NationsBanc Montgomery Holdings Corporation		Intermediate bank holding company
Banc of America Securities LLC		Broker-dealer

The address of each of the above-listed Bank of America Entities is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

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SCHEDULE II

Frist Entities:

The name, position, residence address, citizenship and present principal occupation of each director and executive officer of Frisco Inc. and the general partners of Frisco Partners are set forth below.


				Present principal
				occupation or
				employment and the
				name, principal
				business and address of
				any corporation or
				other organization in
Name of Director				which such
or Executive			Residence or Business	employment is
Officer	Title / Position	Citizenship	Address	conducted
Thomas F. Frist, Jr. (2)	Director of Frisco, Inc. General partner at Frisco Partners	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Director of HCA Inc. One Park Plaza Nashville, TN 37203 (a leading health care provider).

Patricia Champion Frist (2)	Director and President of Frisco, Inc. General partner at Frisco Partners	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Private Investor

Patricia Frist Elcan (2)	Director of Frisco Inc. General partner at Frisco Partners	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Private Investor

Thomas F. Frist III (2)	Director of Frisco Inc. General partner at Frisco Partners	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons).

William Robert Frist (2)	Director of Frisco Inc. General partner at Frisco Partners	USA	3100 West End Ave, Suite 500 Nashville, TN 37203	Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons).

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				Present principal
				occupation or
				employment and the
				name, principal
				business and address of
				any corporation or
				other organization in
Name of Director				which such
or Executive			Residence or Business	employment is
Officer	Title / Position	Citizenship	Address	conducted
Tika A. Love (3)	Secretary and Treasurer of Frisco, Inc.	USA	3100 West End Ave Suite 500 Nashville, TN 37203	Secretary and Treasurer of Frisco, Inc. (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).


(2)		Refer to Item 5 hereof for a description of the securities of HCA Inc. beneficially owned by this person.

(3)		Tika A. Love does not beneficially own any shares of Common Stock.

Merrill Entities:

The names and principal occupations of each of the executive officers and directors of the Merrill Entities are set forth below. Unless otherwise noted, all of these persons are United States citizens, and have as their business address 4 World Financial Center, New York, NY 10080.


MERRILL LYNCH PROFESSIONAL CLEARING CORP.		PRESENT PRINCIPAL OCCUPATION
John J. Brown Executive Officer		Chief Executive Officer; Managing Director of Merrill Lynch Global Equity Financing
		222 Broadway, 6^th Floor
		New York, New York 10038

Frank Catris		Corporate Director of Merrill Lynch Global Equity Financing
Director		440 S. LaSalle
		Chicago, Illinois 60605

Sudeep Gupta		Managing Director of Merrill Lynch GSRG Management
Director
Citizenship: India (permanent U.S. resident)

Linda Messinger Executive Officer		Senior Vice President, Secretary, Chief Compliance Officer; Director in Office of General Counsel of Merrill Lynch,
		Pierce, Fenner & Smith Incorporated
		222 Broadway, 6^th Floor
		New York, New York 10038

Anthony Strazza Executive Officer		Chief Operating Officer; Director of Merrill Lynch Global Equity Financing
		222 Broadway, 6^th Floor
		New York, New York 10038

Thomas A. Tranfaglia Executive Officer		President; Managing Director of Merrill Lynch Global Equity Financing
		222 Broadway, 6^th Floor
		New York, New York 10038

Gary Yetman Director		Managing Director of Merrill Lynch Global Equity Financing

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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED		PRESENT PRINCIPAL OCCUPATION
Rosemary T. Berkery Executive Officer		Executive Vice President

Candace E. Browning Director		Senior Vice President

Ahmass L. Fakahany Executive Officer		Executive Vice President

Gregory J. Fleming Director		Executive Vice President

Dow Kim Director		Executive Vice President

Robert J. McCann Director, Executive Officer		Chairman of the Board, Chief Executive Officer

Carlos M. Morales Director		Senior Vice President

Joseph F. Regan Executive Officer		First Vice President, Chief Financial Officer


MERRILL LYNCH FINANCIAL MARKETS, INC.		PRESENT PRINCIPAL OCCUPATION
Roger Anerella Director		Chairman of the Board; Managing Director, Global Equities

Paul Bodor Executive Officer		First Vice President, Chief Compliance Officer; First Vice President, Global Compliance

Allen G. Braithwaite, III Executive Officer		First Vice President, Treasurer; Managing Director, Global Treasury

Joseph F. Regan Executive Officer		First Vice President, Controller; First Vice President, ML&Co. Finance 95 Greene Street
		Jersey City, NJ 07302

James Walker Director, Executive Officer Citizenship: United Kingdom		Senior Vice President, Chief Operations Officer, Chief Financial Officer; Managing Director, GMI Finance

Marguerite Willenbucher Director, Executive Officer		First Vice President, Chief Legal Officer, Secretary; First Vice President, Strategic Initiatives Counsel

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MERRILL LYNCH INTERNATIONAL		PRESENT PRINCIPAL OCCUPATION
Nasser Azam Director Citizenship: United Kingdom		Managing Director, Global Markets and Investment Banking Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Andrew Michael Briski Director Citizenship: United Kingdom		Managing Director, Global Markets and Investment Banking Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Martin Butler Director Citizenship: United Kingdom		Managing Director, Finance Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Matthew John Hale Director Citizenship: United Kingdom		Managing Director, Treasury Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Keishi Hotsuki Director Citizenship: Japan		Managing Director, Corporate Risk Management Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Edmond Nicholas Moriarty III Director Citizenship: Ireland		Managing Director, Global Credits & Commitments Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Andrea Orcel Director Citizenship: Italy		Senior Vice President, Head of Global Financial Institutions Group and EMEA Origination Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

Osman Semerci Director		Senior Vice President, Head of Fixed Income, Currencies & Commodities and EMEA Global Markets, Global Markets & Investment Banking Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

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MERRILL LYNCH INTERNATIONAL		PRESENT PRINCIPAL OCCUPATION
Robert Charles Michael Wigley Director, Chairman		Senior Vice President, Chairman of Europe, the Middle East and Africa Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ


MERRILL LYNCH & CO., INC.		PRESENT PRINCIPAL OCCUPATION
Rosemary T. Berkery Executive Officer		Executive Vice President; General Counsel

Armando M. Codina Director		Founder, Chairman of the Board and Chief Executive Officer of Codina Group, Inc. c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Jill K. Conway Director		Visiting Scholar, Massachusetts Institute of Technology c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Alberto Cribiore Director		Managing Partner, Brera Capital Partners c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Robert C. Doll Executive Officer		Senior Vice President; President and Chief Investment Officer, Merrill Lynch Investment Managers

Jeffrey N. Edwards Executive Officer		Senior Vice President, Chief Financial Officer

Ahmass L. Fakahany Executive Officer		Executive Vice President; Chief Administrative Officer

John D. Finnegan Director		Chairman of the Board of The Chubb Corporation c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Gregory J. Fleming Executive Officer		Executive Vice President; President, Global Markets and Investment Banking

Dow Kim Executive Officer		Executive Vice President; President, Global Markets and Investment Banking

Robert J. McCann Executive Officer		Executive Vice President; President, Vice Chairman, Global Private Client

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MERRILL LYNCH & CO., INC.		PRESENT PRINCIPAL OCCUPATION
David K. Newbigging Director Citizenship: United Kingdom		Chairman of the Board of Talbot Holdings Limited c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

E. Stanley O’Neal Director and Executive Officer		Chairman of the Board, President and Chief Executive Officer

Aulana L. Peters Director		Corporate Director c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Joseph W. Prueher Director		Corporate Director, Consulting Professor to the Stanford-Harvard Preventive Defensive Project c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Ann N. Reese Director		Co-Founder and Co-Executive Director of the Center for Adoption Policy c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Charles O. Rossotti Director		Senior Advisor to The Carlyle Group c/o Corporate Secretary’s Office 222 Broadway, 17^th Floor New York, New York 10038

Laurence A. Tosi Executive Officer		Senior Vice President, Finance Director


MERRILL LYNCH TRUST COMPANY, FSB		PRESENT PRINCIPAL OCCUPATION
Michael Backer Director		Corporate Director, Attorney

Joan Leslie Bozek Executive Officer		Director of Risk Management & Investment Oversight

Kathleen C. Brown Executive Officer		Director of Product Development

Dennis R. Casale Director		Corporate Director, Attorney

Michael R. Cowan Director		Senior Vice President, Merrill Lynch Corporate Services

John Dadakis Director		Corporate Director, Attorney

William Allen Emerson Director		Corporate Director

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MERRILL LYNCH TRUST COMPANY, FSB		PRESENT PRINCIPAL OCCUPATION
Mark Feuer Executive Officer		Managing Director, Merrill Lynch Trust Company, Private Banking Platforms, and Financial Advisory Center

Robert Paul Fry Director		Financial Advisor

Donald R. Gallagher Executive Officer		Chief Financial Officer

Gregory F. Gatesman Executive Officer		National Sales Director

Robert E. Graham Director		Managing Director, Financial Advisor

Sean Gray Executive Officer		Chief Compliance Officer

Paul L. Hagen Executive Officer		Acting Director of Investments

Christian G. Heilmann Director; Executive Officer		Chairman and Chief Executive Officer

Barry J. Lindenbaum Executive Officer		Senior Operations Manager

Patricia Scalabrin Executive Officer		Chief Administrative Officer

Thomas Joseph Sweeney Executive Officer		Managing Director of the Trust, Estate, Philanthropic Planning and Family Office Services

John Michael Thompson Director		Managing Director, Financial Advisor

Jay Lynn Willoughby Executive Officer		Chief Investment Officer

Citigroup:


NAME, TITLE AND CITIZENSHIP		PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
C. Michael Armstrong Director United States		Retired Chairman Hughes, AT&T and Comcast Corporation 1114 Avenue of the Americas New York, NY 10036

Alain J. P. Belda Director Brazil		Chairman and Chief Executive Officer Alcoa Inc. 390 Park Avenue New York, NY 10022

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NAME, TITLE AND CITIZENSHIP		PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
George David Director United States		Chairman and Chief Executive Officer United Technologies Corporation One Financial Plaza Hartford, CT 06101

Kenneth T. Derr Director United States		Chairman, Retired ChevronTexaco Corporation 345 California Street San Francisco, CA 94104

John M. Deutch Director United States		Institute Professor Massachusetts Institute of Technology 77 Massachusetts Avenue Cambridge, MA 02139

The Honorable Gerald R. Ford Honorary Director United States		Former President of the United States of America 40365 Sand Dune Road Rancho Mirage, CA 92270

Roberto Hernandez Ramirez Director Mexico		Chairman of the Board Banco Nacional de Mexico Actuario Roberto Medellin No. 800 Col. Santa Fe, 01210 Mexico City, Mexico

Ann Dibble Jordan Director United States		Consultant 2940 Benton Place, NW Washington, DC 20008-2718

Klaus Kleinfeld Director Germany		President, Chief Executive Officer and Chairman of the Managing Board Siemens AG Wittesbacherplatz 2 D-80333 Munich, Germany

Andrew N. Liveris Director Australia		President and Chief Executive Officer The Dow Chemical Company 2030 Dow Center Midland, MI 48674

Dudley C. Mecum Director United States		Managing Director Capricorn Holdings, LLC 30 East Elm Street Greenwich, CT 06830

Anne M. Mulcahy Director United States		Chairman and Chief Executive Officer Xerox Corporation 800 Long Ridge Road Stamford, CT 06904

Richard D. Parsons Director United States		Chairman and Chief Executive Officer Time Warner Inc. One Time Warner Center New York, NY 10019

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NAME, TITLE AND CITIZENSHIP		PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
Charles Prince Director and Executive Officer United States		Chairman and Chief Executive Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Dr. Judith Rodin Director United States		President The Rockefeller Foundation 420 Fifth Avenue New York, NY 10018

Robert E. Rubin Director and Executive Officer United States		Member of the Office of the Chairman Citigroup Inc. 399 Park Avenue New York, NY 10043

Franklin A. Thomas Director United States		Consultant TFF Study Group 595 Madison Avenue New York, NY 10022

Ajay Banga Executive Officer India		Chief Executive Officer Global Consumer Group-International Citigroup Inc. 399 Park Avenue New York, NY 10043

Sir Winfried F. W. Bischoff Executive Officer United Kingdom and Germany		Chairman Citigroup Europe 33 Canada Square Canary Wharf London E14 5LB United Kingdom

David C. Bushnell Executive Officer United States		Senior Risk Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Robert Druskin Executive Officer United States		Chief Executive Officer and President Citigroup Corporate & Investment Banking 388 Greenwich Street New York, NY 10013

Steven J. Freiberg Executive Officer United States		Chief Executive Officer Global Consumer Group-North America Citigroup Inc. 399 Park Avenue New York, NY 10043

John C. Gerspach Executive Officer United States		Controller and Chief Accounting Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

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NAME, TITLE AND CITIZENSHIP		PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
Michael S. Helfer Executive Officer United States		General Counsel and Corporate Secretary Citigroup Inc. 399 Park Avenue New York, NY 10043

Lewis B. Kaden Executive Officer United States		Vice Chairman and Chief Administrative Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Sallie L. Krawcheck Executive Officer United States		Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Manuel Medina-Mora Executive Officer Mexico		Chief Executive Officer Banco Nacional de Mexico, S.A. Act. Roberto Medellin No. 800-5 Torre Sur Col. Santa Fe Pena Blanca, 01210 Mexico City, Mexico

William R. Rhodes Executive Officer United States		Senior Vice Chairman Citigroup Inc. 399 Park Avenue New York, NY 10043

Todd S. Thomson Executive Officer United States		Chairman and Chief Executive Officer Global Wealth Management Group 388 Greenwich Street New York, NY 10013

Stephen R. Volk Executive Officer United States		Vice Chairman Citigroup Inc. 388 Greenwich Street New York, NY 10013

C. Michael Armstrong, a director of Citigroup, is also a director of the Company and beneficially owns 12,164 shares of Common Stock, 18,551 options to purchase Common Stock, 7,164 restricted share units and 5,000 shares of restricted Common Stock.

Stephen R. Volk, an executive officer of Citigroup, beneficially owns 100 shares of Common Stock.

Bank of America Entities:

The name, position and present principal occupation of each director and executive officer of Bank of America Corporation are set forth below.

The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

To the knowledge of Bank of America Corporation, each director and executive officer listed below is a citizen of the United States.


Name	Position	Principal Occupation
Kenneth D. Lewis	Chairman, Chief Executive Officer, President and Director	Chairman, Chief Executive Officer and President of Bank of America Corporation

Liam E. McGee	President, Global Consumer and Small Business Banking	President, Global Consumer and Small Business Banking of Bank of America Corporation

54 of 68


Name	Position	Principal Occupation
Brian T. Moynihan	President, Global Wealth and Investment Management	President, Global Wealth and Investment Management of Bank of America Corporation

R. Eugene Taylor	President, Global Corporate and Investment Banking	President, Global Corporate and Investment Banking of Bank of America Corporation

Alvaro G. De Molina	Chief Financial Officer	Chief Financial Officer of Bank of America Corporation

Amy Woods Brinkley	Global Risk Executive	Global Risk Executive of Bank of America Corporation

Barbara J. Desoer	Global Technology, Service and Fulfillment Executive	Global Technology, Service and Fulfillment Executive of Bank of America Corporation

William Barnet, III	Director	Chairman, President and Chief Executive Officer of The Barnet Company

Frank P. Bramble, Sr.	Director	Former Executive Officer of MBNA Corporation

John T. Collins	Director	Chief Executive Officer of The Collins Group, Inc.

Gary L. Countryman	Director	Chairman Emeritus of Liberty Mutual Group

Tommy R. Franks	Director	Retired General, United States Army

Paul Fulton	Director	Chairman of Bassett Furniture Industries, Inc.

Charles K. Gifford	Director	Former Chairman of Bank of America Corporation

W. Steven Jones	Director	Dean of Kenan-Flagler Business School, University of North Carolina at Chapel Hill

Monica Lozano	Director	Publisher and Chief Executive Officer of La Opinion

Walter E. Massey	Director	President of Morehouse College

Thomas J. May	Director	Chairman of President and Chief Executive Officer, NSTAR

Patricia E. Mitchell	Director	President and Chief Executive Officer of The Museum of Television and Radio

Thomas M. Ryan	Director	Chairman, President and Chief Executive Officer of CVS Corporation

O. Temple Sloan, Jr.	Director	Chairman of the International Group, Inc.

Meredith R. Spangler	Director	Director of C.D. Spangler Construction Company, Chairman of the Board of C.D. Spangler Foundation, Trustee of Wellesley College Board of Trustees

Robert L. Tillman	Director	Chairman and CEO Emeritus of Lowe’s Companies, Inc.

Jackie M. Ward	Director	Outside Managing Director, Intec Telecom Systems PLC

The name, position and present principal occupation of each director and executive officer of NB Holdings Corporation are set forth below.

The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

To the knowledge of NB Holdings Corporation, each director and executive officer listed below is a citizen of the United States.

55 of 68


Name	Position	Principal Occupation
Kenneth D. Lewis	Chairman, Chief Executive Officer, President and Director	Chairman, Chief Executive Officer and President of Bank of America Corporation

Gregory L. Curl	President	Vice Chairman of Bank of America Corporation

Alvaro G. De Molina	Chief Financial Officer and Director	Chief Financial Officer of Bank of America Corporation

Amy Woods Brinkley	Global Risk Executive and Director	Global Risk Executive of Bank of America Corporation

The name, position and present principal occupation of each director and executive officer of NationsBanc Montgomery Holdings Corporation are set forth below.

The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

To the knowledge of NationsBanc Montgomery Holdings Corporation, each director and executive officer listed below is a citizen of the United States.


Name	Position	Principal Occupation
Robert Qutub	President and Director	Senior Vice President, Global Corporate and Investment Bank of Bank of America Corporation

Merrily S. Gerrish	Senior Vice President	Associate General Counsel of Bank of America Corporation

The name, position and present principal occupation of each director and executive officer of Banc of America Securities LLC are set forth below.

The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

To the knowledge of Banc of America Securities LLC, each director and executive officer listed below is a citizen of the United States.


Name	Position	Principal Occupation
Mark Werner	Chief Executive Officer and Manager	Chief Executive Officer of Banc of America Securities LLC

Thomas Berkery	Chief Operating Officer and Manager	Chief Operating Officer of Banc of America Securities LLC

Charles Williams	Chief Administrative Officer and Manager	Chief Administrative Officer of Banc of America Securities LLC

Brian J. Brille	Manager	Managing Director of Banc of America Securities LLC

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SCHEDULE III

Merrill Entities:

On May 25, 2006, Ann N. Reese, a director of Merrill Lynch & Co., Inc., sold 1,100 shares of Common Stock for $43.2002 per share. The Merrill Entities are in the process of obtaining additional information relating to this Schedule III in respect of the Merrill Entities and this Schedule III of this Statement will be amended promptly after such additional information has been obtained to reflect such additional information.

Citigroup:

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Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:


Description of	Purchase (P)/
Security	Sale (S)	Date	Quantity		Low		High
Common Stock	P	6/1/2006		279,834	$	44.5400	$	44.9900
Common Stock	S	6/1/2006		185,999	$	44.7219	$	44.9900
Common Stock	P	6/2/2006		7,551	$	44.8700	$	45.0300
Common Stock	S	6/2/2006		7,753	$	44.9300	$	45.0300
Common Stock	P	6/5/2006		15,202	$	44.2000	$	45.0400
Common Stock	S	6/5/2006		11,896	$	44.2500	$	44.9656
Common Stock	P	6/6/2006		2,567	$	44.4200	$	44.7800
Common Stock	S	6/6/2006		7,114	$	44.3500	$	44.7800
Common Stock	P	6/7/2006		270,352	$	44.7700	$	45.3800
Common Stock	S	6/7/2006		195,054	$	44.7300	$	45.2700
Common Stock	P	6/8/2006		21,103	$	44.3400	$	45.1500
Common Stock	S	6/8/2006		79,886	$	44.2400	$	45.1500
Common Stock	P	6/9/2006		14,655	$	43.5700	$	44.3200
Common Stock	S	6/9/2006		40,028	$	43.6300	$	44.4000
Common Stock	P	6/12/2006		28,743	$	43.6100	$	43.9150
Common Stock	S	6/12/2006		31,347	$	43.5000	$	44.0200
Common Stock	P	6/13/2006		18,258	$	42.9100	$	43.7200
Common Stock	S	6/13/2006		10,803	$	42.9000	$	43.4800
Common Stock	P	6/14/2006		21,745	$	42.2800	$	43.0300
Common Stock	S	6/14/2006		27,320	$	42.4800	$	43.0300
Common Stock	P	6/15/2006		1,929	$	42.3200	$	43.0500
Common Stock	S	6/15/2006		3,498	$	42.0300	$	43.0700
Common Stock	P	6/16/2006		10,668	$	43.0700	$	43.5400
Common Stock	S	6/16/2006		8,639	$	43.0700	$	43.5300
Common Stock	P	6/19/2006		6,946	$	43.1700	$	43.4300
Common Stock	S	6/19/2006		10,336	$	43.3300	$	43.4200
Common Stock	P	6/20/2006		7,436	$	43.1700	$	43.4700
Common Stock	S	6/20/2006		1,777	$	43.1700	$	43.3500
Common Stock	P	6/21/2006		4,120	$	43.1800	$	43.3200
Common Stock	S	6/21/2006		3,420	$	43.1300	$	43.3300
Common Stock	P	6/22/2006		22,580	$	42.8600	$	43.1700
Common Stock	S	6/22/2006		21,580	$	42.6500	$	43.0364
Common Stock	P	6/23/2006		9,587	$	426.0000	$	42.7500
Common Stock	S	6/23/2006		9,435	$	42.4900	$	42.7600
Common Stock	P	6/26/2006		168	$	42.7500	$	42.7500
Common Stock	S	6/26/2006		168	$	42.7500	$	42.7500
Common Stock	P	6/27/2006		137,273	$	42.5200	$	42.9000
Common Stock	S	6/27/2006		135,592	$	42.5200	$	42.7700
Common Stock	P	6/28/2006		8,023	$	42.1700	$	42.5100
Common Stock	S	6/28/2006		1,053	$	42.0000	$	42.1700

58 of 68


Description of	Purchase (P)/
Security	Sale (S)	Date	Quantity		Low		High
Common Stock	P	6/29/2006		3,878	$	41.9700	$	42.4000
Common Stock	S	6/29/2006		2,150	$	41.9700	$	42.1900
Common Stock	P	6/30/2006		83,824	$	43.1500	$	43.3000
Common Stock	S	6/30/2006		56,310	$	41.8700	$	43.2500
Common Stock	P	7/3/2006		19,013	$	42.7400	$	43.4000
Common Stock	S	7/3/2006		14,416	$	42.9600	$	43.3200
Common Stock	P	7/5/2006		11,624	$	43.1500	$	43.3600
Common Stock	S	7/5/2006		9,744	$	43.1500	$	43.3200
Common Stock	P	7/6/2006		6,776	$	43.3649	$	43.7800
Common Stock	S	7/6/2006		2,480	$	43.3900	$	43.4700
Common Stock	P	7/7/2006		2,245	$	43.5500	$	44.0100
Common Stock	S	7/7/2006		8,080	$	43.6300	$	44.0100
Common Stock	P	7/10/2006		78,750	$	43.8700	$	44.3100
Common Stock	S	7/10/2006		80,150	$	44.0982	$	44.5800
Common Stock	P	7/11/2006		11,970	$	43.6000	$	44.1100
Common Stock	S	7/11/2006		70	$	44.0100	$	44.0100
Common Stock	P	7/12/2006		2,892	$	43.3500	$	43.6500
Common Stock	S	7/12/2006		13,832	$	43.4900	$	44.0100
Common Stock	P	7/13/2006		17,702	$	43.5000	$	43.8500
Common Stock	S	7/13/2006		12,766	$	43.5300	$	43.7500
Common Stock	P	7/14/2006		139,905	$	43.4900	$	44.0200
Common Stock	S	7/14/2006		210,838	$	43.0500	$	44.0000
Common Stock	P	7/17/2006		11,145	$	43.9100	$	44.2900
Common Stock	S	7/17/2006		11,131	$	43.9100	$	44.3800
Common Stock	P	7/18/2006		36,029	$	43.1800	$	43.9700
Common Stock	S	7/18/2006		31,367	$	43.1800	$	43.9000
Common Stock	P	7/19/2006		38,782	$	43.6700	$	44.3300
Common Stock	S	7/19/2006		44,156	$	43.6700	$	44.3300
Common Stock	P	7/20/2006		161,946	$	43.9200	$	48.7900
Common Stock	S	7/20/2006		44,244	$	43.8400	$	48.3900
Common Stock	P	7/21/2006		14,965	$	76.7660	$	47.8700
Common Stock	S	7/21/2006		14,887	$	46.7300	$	47.3500
Common Stock	P	7/24/2006		148,757	$	49.2505	$	49.8800
Common Stock	S	7/24/2006		73,723	$	49.2400	$	49.6800
Common Stock	P	7/25/2006		13,259	$	49.1700	$	49.4800
Common Stock	S	7/25/2006		41,849	$	49.1600	$	49.3400
Common Stock	P	7/26/2006		236,521	$	49.7000	$	50.0000
Common Stock	S	7/26/2006		213,058	$	49.7313	$	49.8400
Common Stock	P	7/27/2006		55,796	$	49.4900	$	49.6800
Common Stock	S	7/27/2006		46,354	$	49.5000	$	49.5800
Common Stock	P	7/28/2006		745	$	49.1540	$	49.1540
Common Stock	S	7/28/2006		1,423	$	49.1500	$	49.2000

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Citibank, N.A., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:


Description of	Purchase (P)/
Security	Sale (S)	Date		Quantity		Low		High
Common Stock	P		6/1/2006		2,504	$	43.5000	$	43.5000
Common Stock	S		6/1/2006		2,504	$	43.5000	$	43.5000
Common Stock	P		6/9/2006		1,412	$	44.5800	$	44.5800
Common Stock	S		6/9/2006		2,824	$	43.7780	$	44.5800
Common Stock	P		6/16/2006		334	$	43.4010	$	43.4010
Common Stock	P		6/21/2006		52	$	43.2400	$	43.2400
Common Stock	S		6/21/2006		4,342	$	43.1657	$	43.1657
Common Stock	S		6/30/2006		4,172	$	43.1500	$	43.2400
Common Stock	S		7/5/2006		470	$	43.2900	$	43.2900
Common Stock	S		7/7/2006		165	$	44.0100	$	44.0100
Common Stock	S		7/12/2006		156	$	43.9800	$	43.9800
Common Stock	S		7/17/2006		39	$	44.1400	$	44.1400
Common Stock	S		7/27/2006		118	$	49.5500	$	49.5600

Tribeca Global Management LLC, a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:


Description of	Purchase (P)/
Security	Sale (S)	Date		Quantity		Low		High
Common Stock	P		7/26/2006		90,000	$	49.7442	$	49.8363
Common Stock	P		7/27/2006		50,000	$	49.3802	$	49.3802

Citigroup agrees to furnish or make available to the Commission, at its request, the information that would otherwise be required to be furnished in response to the disclosure requirements of this Item 5(c) with respect to Citigroup or any of its subsidiaries and any supporting material or documents necessary to verify the accuracy of such information.

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Bank of America Entities:

The following transactions in Common Stock were effected as described in Item 5(c) by Banc of America Securities LLC, which may be deemed attributable to Bank of America Corporation, NB Holdings Corporation and NationsBanc Montgomery Holdings Corporation:


Transaction	Date	Shares		Price
Buy	6/26/2006		3400		42.7500
Sell	6/26/2006		800		42.7500
Buy	6/26/2006		3100		42.7600
Sell	6/26/2006		3100		42.7700
Buy	6/26/2006		10		42.7800
Sell	6/27/2006		1900		42.7600
Buy	6/27/2006		1600		42.7300
Sell	6/27/2006		1600		42.7200
Sell	6/28/2006		3300		42.2400
Buy	6/28/2006		100		42.1700
Buy	6/28/2006		200		42.1700
Buy	6/28/2006		600		42.2300
Buy	6/28/2006		1600		42.2700

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Transaction	Date	Shares		Price
Sell	6/28/2006		2500		42.2500
Sell	6/28/2006		200		42.1700
Buy	6/29/2006		3400		42.4000
Buy	6/29/2006		7400		42.1300
Sell	6/29/2006		12664		42.1400
Sell	6/29/2006		7400		42.1300
Buy	6/29/2006		400		42.1700
Sell	6/29/2006		400		42.1700
Sell	6/29/2006		700		42.0100
Sell	6/29/2006		9100		42.0300
Buy	6/29/2006		168		42.1300
Buy	6/29/2006		1732		42.0800
Sell	6/29/2006		1900		42.0800
Sell	6/29/2006		168		42.1300
Buy	6/30/2006		525		43.1200
Buy	6/30/2006		637		43.1200
Sell	6/30/2006		1700		43.1200
Buy	6/30/2006		700		43.1500
Buy	6/30/2006		14400		43.2100
Buy	6/30/2006		201854		43.1800
Sell	6/30/2006		3400		43.1500
Sell	6/30/2006		165954		43.1500
Buy	6/30/2006		10		43.2600
Buy	7/3/2006		2238		43.2000
Buy	7/3/2006		840		43.3900
Sell	7/3/2006		840		43.3900
Buy	7/3/2006		200		43.3400
Sell	7/3/2006		200		43.1800
Buy	7/5/2006		2125		43.2700
Buy	7/5/2006		952		43.2800
Sell	7/5/2006		165		43.3000
Sell	7/5/2006		202		43.2500
Sell	7/5/2006		255		43.2500
Sell	7/5/2006		330		43.3000
Sell	7/5/2006		4000		43.2600
Buy	7/5/2006		1600		43.2600
Sell	7/5/2006		200		43.2700
Sell	7/5/2006		1400		43.2500
Buy	7/5/2006		1600		43.2600
Buy	7/5/2006		1700		43.3400
Buy	7/5/2006		4900		43.2600
Sell	7/5/2006		1350		43.2500
Sell	7/5/2006		21400		43.2500
Buy	7/5/2006		90		43.1200
Buy	7/6/2006		600		43.3800
Buy	7/6/2006		900		43.3700
Sell	7/6/2006		4200		43.3500
Buy	7/6/2006		1600		43.4100
Buy	7/6/2006		100		43.3500
Buy	7/6/2006		4400		43.3400
Buy	7/6/2006		760		43.3500
Sell	7/6/2006		275		43.3600

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Transaction	Date	Shares		Price
Buy	7/7/2006		1700		43.4400
Sell	7/7/2006		1700		44.0400
Sell	7/7/2006		4200		44.0100
Buy	7/7/2006		400		43.8500
Sell	7/7/2006		400		43.8400
Sell	7/7/2006		1600		43.4700
Buy	7/7/2006		5800		43.8600
Buy	7/10/2006		1800		44.4200
Sell	7/10/2006		1700		44.5500
Buy	7/10/2006		800		44.3900
Sell	7/10/2006		800		44.3900
Buy	7/10/2006		1100		44.5200
Buy	7/10/2006		1600		44.5100
Buy	7/10/2006		2000		44.3300
Sell	7/10/2006		1500		44.5200
Sell	7/10/2006		1600		44.3300
Sell	7/10/2006		1600		44.5100
Sell	7/10/2006		90		44.4500
Buy	7/11/2006		3400		43.6300
Sell	7/11/2006		8893		44.0100
Buy	7/11/2006		2000		43.9300
Sell	7/11/2006		100		43.9300
Sell	7/11/2006		1600		44.5100
Sell	7/11/2006		1900		43.9700
Buy	7/11/2006		1700		44.4800
Buy	7/11/2006		37		44.0000
Sell	7/11/2006		945		44.0100
Buy	7/12/2006		3400		43.6900
Sell	7/12/2006		5315		43.5700
Buy	7/12/2006		155		43.6100
Sell	7/12/2006		155		43.6100
Sell	7/12/2006		700		43.5700
Buy	7/12/2006		400		43.6800
Sell	7/12/2006		400		43.6200
Buy	7/12/2006		700		43.5700
Sell	7/12/2006		65		44.0100
Buy	7/13/2006		1700		43.4500
Sell	7/13/2006		7258		43.5300
Buy	7/13/2006		1900		43.5300
Buy	7/13/2006		200		43.5900
Buy	7/13/2006		580		43.5900
Sell	7/13/2006		780		43.5900
Buy	7/13/2006		70		43.5600
Buy	7/13/2006		1900		43.7000
Sell	7/13/2006		1970		43.6900
Buy	7/13/2006		100		43.5800
Buy	7/13/2006		300		43.5600
Sell	7/13/2006		1900		43.5300
Buy	7/14/2006		32000		43.8800
Sell	7/14/2006		1839		43.3900
Buy	7/14/2006		220		43.9900
Sell	7/14/2006		220		43.9900

63 of 68


Transaction	Date	Shares		Price
Buy	7/14/2006		1600		43.7200
Sell	7/14/2006		370		43.7200
Sell	7/14/2006		1230		43.6900
Sell	7/17/2006		319		44.0600
Sell	7/17/2006		1200		44.0600
Sell	7/17/2006		11000		44.0600
Buy	7/17/2006		11000		44.0600
Buy	7/17/2006		70		43.9600
Buy	7/17/2006		100		44.0900
Buy	7/17/2006		200		44.1000
Sell	7/17/2006		370		44.0900
Buy	7/17/2006		200		44.0400
Buy	7/17/2006		1000		44.0700
Sell	7/17/2006		1800		44.0700
Buy	7/18/2006		1519		44.0600
Sell	7/18/2006		1700		44.0600
Buy	7/18/2006		2400		43.7500
Buy	7/18/2006		60		43.9400
Sell	7/18/2006		850		43.1600
Buy	7/19/2006		5000		44.4000
Buy	7/19/2006		1700		44.3000
Buy	7/19/2006		1200		43.7200
Sell	7/19/2006		1200		43.7100
Buy	7/19/2006		100		43.8700
Buy	7/20/2006		50000		48.0900
Sell	7/20/2006		1700		43.7000
Buy	7/20/2006		7		48.0400
Buy	7/20/2006		200		44.3800
Buy	7/20/2006		33586		48.1300
Sell	7/20/2006		200		44.3800
Buy	7/20/2006		25		48.0700
Sell	7/21/2006		3000		47.8500
Buy	7/21/2006		11400		47.1000
Sell	7/21/2006		3000		47.5100
Sell	7/21/2006		1700		47.8500
Sell	7/21/2006		600		47.8700
Buy	7/21/2006		100		47.8700
Sell	7/21/2006		100		47.2800
Sell	7/21/2006		100		47.8700
Sell	7/21/2006		22900		47.1300

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The following were effected as described in Item 5(c) by Bank of America, National Association, which may be deemed attributable to Bank of America Corporation and NB Holdings Corporation:


Transaction	Date	Shares		Price
Sell	5/24/2006		600		42.9316
Sell	5/25/2006		7475		43.3177
Sell	5/25/2006		8700		43.2908
Sell	5/25/2006		2585		43.3200
Sell	5/25/2006		8240		43.2908
Sell	5/25/2006		300		43.3400
Sell	5/25/2006		900		43.3300
Sell	5/25/2006		155		43.2600
Sell	5/26/2006		710		43.8000
Sell	5/26/2006		50		43.8000
Sell	5/26/2006		95		43.7900
Sell	5/26/2006		38		43.7700
Sell	5/30/2006		155		43.7500
Sell	5/30/2006		420		43.7500
Sell	5/30/2006		2330		43.7500
Sell	6/01/2006		575		44.6200
Sell	6/06/2006		50		44.4300
Sell	6/06/2006		25		44.5800
Sell	6/06/2006		200		44.4300
Sell	6/06/2006		600		44.5000
Sell	6/06/2006		125		44.4400
Sell	6/06/2006		75		44.4700
Sell	6/06/2006		200		44.4500
Sell	6/06/2006		405		44.3699
Sell	6/06/2006		490		44.3694
Sell	6/06/2006		140		44.3900
Sell	6/06/2006		550		44.3600
Sell	6/06/2006		205		44.4720
Sell	6/07/2006		125		44.7800
Sell	6/07/2006		1125		45.3064
Sell	6/07/2006		645		45.3800
Sell	6/07/2006		350		44.9900
Sell	6/09/2006		675		44.4000
Sell	6/09/2006		540		43.9200
Sell	6/09/2006		210		44.0600
Sell	6/13/2006		125		43.6100
Sell	6/13/2006		140		43.6100
Sell	6/13/2006		1790		43.6100
Sell	6/14/2006		400		42.2400
Sell	6/14/2006		200		42.8400
Sell	6/15/2006		150		42.3600
Sell	6/16/2006		300		43.4022
Sell	6/16/2006		4500		43.4100
Sell	6/19/2006		240		43.4158
Sell	6/20/2006		100		43.3600
Sell	6/22/2006		350		43.0000
Sell	6/22/2006		290		43.0000
Sell	6/26/2006		375		42.7500
Buy	6/27/2006		30300		42.5200

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Transaction	Date	Shares		Price
Buy	6/28/2006		600		42.4500
Sell	6/28/2006		240		42.1700
Sell	6/28/2006		500		42.1800
Sell	7/03/2006		3145		43.0812
Sell	7/07/2006		145		43.6600
Sell	7/10/2006		400		44.3700
Sell	7/11/2006		1250		43.8500
Sell	7/11/2006		200		43.9750
Sell	7/11/2006		75		43.9800
Sell	7/17/2006		400		44.4100
Sell	7/17/2006		600		44.0567
Sell	7/17/2006		300		44.0000
Sell	7/17/2006		500		44.0107
Sell	7/18/2006		245		43.7100
Sell	7/18/2006		660		43.7500
Sell	7/19/2006		140		44.3000
Sell	7/19/2006		380		43.9700
Buy	7/20/2006		49000		48.3300
Sell	7/20/2006		325		46.0669
Sell	7/20/2006		280		47.6500
Sell	7/24/2006		490		49.2800

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The following were effected as described in Item 5(c) by Columbia Management Group, LLC, which may be deemed attributable to Bank of America Corporation and NB Holdings Corporation:


Transaction	Date	Shares		Price
Buy	5/24/2006		75		42.9500
Sell	6/7/2006		11		44.7700
Sell	6/7/2006		39		44.7700
Sell	6/16/2006		1000		43.4000
Buy	6/16/2006		25		43.4000
Buy	6/16/2006		400		43.4000
Buy	6/16/2006		200		43.4000
Buy	6/16/2006		300		43.4000
Buy	6/16/2006		100		43.4000
Buy	6/16/2006		100		43.4000
Buy	6/16/2006		50		43.4000
Buy	6/16/2006		1100		43.4000
Sell	6/23/2006		3000		42.7500
Buy	6/27/2006		300		42.7833
Buy	7/3/2006		100		43.3200
Buy	7/14/2006		400		44.0000
Sell	7/21/2006		300		47.2000
Sell	7/21/2006		2600		47.2000
Sell	7/21/2006		300		47.2000
Sell	7/21/2006		490		47.2000
Sell	7/21/2006		70		47.2000
Sell	7/21/2006		100		47.2000
Sell	7/24/2006		100		49.5900
Sell	7/28/2006		100		49.1730
Sell	7/28/2006		700		49.1730
Sell	7/28/2006		1800		49.1730
Sell	7/28/2006		400		49.1730

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SCHEDULE IV

Citigroup:

On November 19, 2001, the SEC instituted public cease-and-desist proceedings against The State Bank of India (“SBI”) and Citibank, N.A (“Citibank”), a subsidiary of Citigroup, related to an unregistered offering of securities in the United States by SBI and Citibank. Citibank was found to have violated Sections 5(a) and (c) of the Securities Act of 1933 (“Securities Act”), by offering and selling securities and was ordered to cease and desist, pursuant to Section 8A of the Securities Act, from committing or causing any violation and any future violation of Sections 5(a) and (c) of the Securities Act.

On December 3, 2002, Salomon Smith Barney Inc. (“Salomon Smith Barney”), now named Citigroup Global Markets Inc. (“CGMI”), a subsidiary of Citigroup, was one of eight respondents to settle SEC, NYSE, and NASD charges of violations of the record-keeping requirements of Section 17(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17a-4 thereunder during the period from 1999 to at least 2001. The SEC order found that, during all or part of the relevant period, each Respondent failed to preserve for three years, and/or to preserve in an accessible place for two years, electronic mail communications (including inter-office memoranda and communications) received and sent by its agents and employees that related to its business as a member of an exchange, broker or dealer. The SEC order also found that each of the respondents lacked adequate systems or procedures for the preservation of electronic mail communications. The SEC order required the respondents to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder. Respondents were censured pursuant to Section 15(b)(4) of the Exchange Act. Each respondent was also required to pay the amount of $1,650,000, divided equally between the SEC, NASD, and NYSE.

On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. Salomon Smith Barney paid $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not establish wrongdoing or liability for purposes of any other proceeding.

On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron’s and Dynegy’s financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron’s and Dynegy’s violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron’s and Dynegy’s violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty.

On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.

In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the “AWC”) that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI’s consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its

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disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI’s recommendations to its customers of different class shares of mutual funds.

On May 31, 2005, the SEC issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a former subsidiary of Citigroup, and CGMI relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (“Smith Barney Funds”). The SEC order found that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order found that SBFM and CGMI knowingly or recklessly failed to disclose to the Boards of the Smith Barney Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Smith Barney Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that the Citigroup Asset Management business unit (“CAM”), the former Citigroup business unit that included the Smith Barney Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also found that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Smith Barney Funds’ Boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Smith Barney Funds’ best interests and that no viable alternatives existed. SBFM and CGMI did not admit or deny any wrongdoing or liability. The settlement did not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. The order also required that transfer agency fees received from the Smith Barney Funds since December 1, 2004 less certain expenses be placed in escrow and provided that a portion of such fees may be subsequently distributed in accordance with the terms of the order. The order required SBFM to recommend a new transfer agent contract to the Smith Barney Fund Boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Smith Barney Fund Board, CAM will retain at its own expense an independent consulting expert to advise and assist the Board on the selection of certain service providers affiliated with Citigroup.

Merrill Entities:

On May 31, 2006, as part of a settlement relating to managing auctions for auction rate securities, the Commission accepted the offer of settlement of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and issued a settlement order on May 31, 2006. The Commission found, and MLPF&S neither admitted nor denied, that MLPF&S violated section 17(a)(2) of the Securities Act of 1933 by managing auctions for auction rate securities in ways that were not adequately disclosed or that did not conform to disclosed procedures. MLPF&S submitted, and the Commission accepted, an offer of settlement whereby, without admitting or denying the findings contained in the Commission’s order, MLPF&S consented to a cease and desist order, a censure, a civil money penalty of $1,500,000 (paid to the Commission on June 1, 2006) and compliance with certain undertakings to provide customers with written descriptions of MLP&F’s material auction practices and procedures and to implement procedures reasonably designed to prevent and detect failures by MLP&F’s to conduct auctions for auction rate securities in accordance with disclosed procedures.

In March 2005, Merrill Lynch reached agreements with the State of New Jersey and the New York Stock Exchange and reached an agreement in principle with the State of Connecticut pursuant to which Merrill Lynch, without admitting or denying the allegations, consented to a settlement that included findings that it failed to maintain certain books and records and to reasonably supervise a team of former FAs who facilitated improper market timing by a hedge fund client. Merrill Lynch terminated the FAs in October 2003, brought the matter to the attention of regulators, and cooperated fully in the regulators’ review. The settlement will result in aggregate payments of $13.5 million.

In March 2005, Merrill Lynch reached an agreement in principle with the New York Stock Exchange pursuant to which Merrill Lynch, without admitting or denying the allegations, will consent to a settlement that includes findings with regard to certain matters relating to the failure to deliver prospectuses for certain auction rate preferred shares and open-end mutual funds; the failure to deliver product descriptions with regard to certain exchange traded funds; the failure to ensure that proper registration qualifications were obtained for certain personnel; issues with regard to the retention, retrieval and review of e-mails; isolated lapses in branch office supervision; late reporting of certain events such as customer complaints and arbitrations; the failure to report certain complaints in quarterly reports to the NYSE due to a systems error; and partial non-compliance with Continuing Education requirements. The settlement will result in a payment of $10 million to the NYSE.

On November 3, 2004, a jury in Houston, Texas convicted four former Merrill Lynch employees of criminal misconduct in connection with a Nigerian barge transaction that the government alleged helped Enron inflate its 1999 earnings by $12 million. The jury also found that the transaction led to investor losses of $13.7 million. Those convictions were reversed by a federal appellate court on August 1, 2006, except for one conviction against one employee based on perjury and obstruction of justice. In 2003, Merrill Lynch agreed to pay $80 million to settle SEC charges that it aided and abetted Enron’s fraud by engaging in two improper year-end transactions in 1999, including the Nigerian barge transaction. The $80 million paid in connection with the settlement with the SEC will be made available to settle investor claims. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.

On or about June 27, 2003, the Attorney General for the State of West Virginia brought an action against the defendants that participated in the April 28, 2003, settlement described above. The action, filed in the West Virginia State Court, alleges that the defendants’ research practices violated the West Virginia Consumer Credit and Protection Act. On August 27, 2003, defendants moved to dismiss on grounds that the West Virginia Consumer Credit and Protection Act does not relate to or apply to securities and the complaint exceeds the Attorney General’s authority. In addition, Merrill Lynch filed a supplemental brief asserting that because it had already settled with the State of West Virginia in November 2003 concerning the same alleged research practices, the present action was barred. On October 1, 2003, the West Virginia Attorney General filed his response, and on October 27, 2003, the defendants filed their replies. On September 16, 2005, the Circuit Court of Marshall County, West Virginia, dismissed the case, following an earlier decision by the West Virginia Supreme Court holding that the West Virginia Attorney General lacked authority to bring the claims.

On April 28, 2003, the Securities and Exchange Commission, New York Stock Exchange, National Association of Securities Dealers, and state securities regulators announced that the settlements-in-principle that the regulators had disclosed on December 20, 2002 had been reduced to final settlements with regard to ten securities firms, including Merrill Lynch. On October 31, 2003, the United States District Court for the Southern District of New York entered final judgments in connection with the April 28, 2003, research settlements. The final settlements pertaining to Merrill Lynch, which involved both monetary and non-monetary relief set forth in the regulators’ announcements, brought to a conclusion the regulatory actions against Merrill Lynch related to alleged conflicts of interest affecting research analysts. Merrill Lynch entered into these settlements without admitting or denying the allegations and findings by the regulators, and the settlements did not establish wrongdoing or liability for purposes of any other proceedings.

On March 17, 2003, Merrill Lynch announced that it had entered into a final settlement agreement with the Securities and Exchange Commission regarding a previously disclosed investigation into two 1999 transactions with Enron. This agreement, in which Merrill Lynch neither admitted nor denied any wrongdoing, finalized a previously reported settlement-in-principle of February 20, 2003 and concluded the SEC’s investigation of all Enron-related matters with respect to Merrill Lynch. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.

For further information, reference is made to the Form ADV of Merrill Lynch on file with, and publicly available on the website of, the Securities and Exchange Commission.

Bank of America Entities:

PURSUANT TO AN OFFER OF SETTLEMENT BY BANC OF AMERICA SECURITIES LLC (“BAS”) IN WHICH IT NEITHER ADMITTED NOR DENIED THE FINDINGS, THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ENTERED AN ORDER ON FEBRUARY 9, 2005, FINDING THAT FROM JULY 2000 THROUGH JULY 2003, BAS FACILITATED MARKET TIMING AND LATE TRADING BY SOME INTRODUCING BROKER-DEALERS AND A HEDGE FUND, PROVIDED ACCOUNT MANAGEMENT TOOLS AND OTHER ASSISTANCE, AND ENABLED INTRODUCING BROKER-DEALERS TO CONCEAL THEIR CLIENT’S MARKET TIMING ACTIVITIES FROM MUTUAL FUNDS. THE SEC ORDER PROVIDES THAT BAS IS CENSURED; BAS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY PRESENT OR FUTURE VIOLATIONS OF 17 (A) OF THE SECURITIES ACT, 10(B), (15C) AND 17(A) OF THE EXCHANGE ACT AND RULES 10B-5, 15C1-2, 17A-3 AND 17A-4 THEREUNDER AND RULE 22C-1, AS ADOPTED UNDER 22(C) OF THE INVESTMENT COMPANY ACT, AND FROM CAUSING ANY PRESENT OR FUTURE VIOLATIONS OF 34(B) OF THE INVESTMENT CO. ACT AND 206(1) AND 206(2) OF THE ADVISERS ACT; BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BANC OF AMERICA CAPITAL MANAGEMENT, LLC (“BACAP”) AND BACAP DISTRIBUTORS, LLC (“BACAP DISTRIBUTORS”) $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION; AND BAS SHALL COMPLY WITH CERTAIN REMEDIAL UNDERTAKINGS. THE SEC ORDER PROVIDES THAT: (1) BAS SHALL MAINTAIN A COMPLIANCE AND ETHICS OVERSIGHT INFRASTRUCTURE HAVING, AMONG OTHER THINGS, A CODE OF ETHICS OVERSIGHT COMMITTEE, AN INTERNAL COMPLIANCE CONTROLS COMMITTEE, A SENIOR LEVEL COMPLIANCE OFFICER FOR CONFLICTS OF INTEREST AND A CORPORATE OMBUDSMAN; (2) BAS SHALL RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT TO, AMONG OTHER THINGS, REVIEW COMPLIANCE, SUPERVISORY, AND OTHER POLICIES AND PROCEDURES; (3)BAS SHALL ADOPT THE RECOMMENDATIONS OF SUCH CONSULTANT SUBJECT TO A MECHANISM FOR RESOLVING DISAGREEMENTS; (4) BAS SHALL UNDERGO THIRD PARTY COMPLIANCE REVIEW EVERY OTHER YEAR; AND (5) RETAIN AN INDEPENDENT DISTRIBUTION CONSULTANT. THE ORDER PROVIDES THAT IN THE EVENT THAT BAS TRANSFERS RESPONSIBILITY FOR RETAIL SALES AND RETAIL BROKERAGE ORDER PROCESSING OF MUTUAL FUNDS TO A SUCCESSOR AFFILIATED ENTITY, THAT ENTITY SHALL COMPLY WITH SPECIFIED UNDERTAKINGS. BAS HAS TRANSFERRED THE RESPONSIBILITY FOR RETAIL SALES AND RETAIL BROKERAGE ORDER PROCESSING OF OPEN-END MUTUAL FUNDS, OTHER THAN MONEY MARKET FUNDS, TO BANC OF AMERICA INVESTMENT SERVICES, INC. (“BAIS”). IN ADDITION, THE NATIONS FUNDS HAVE VOLUNTARILY UNDERTAKEN TO OPERATE IN ACCORDANCE WITH CERTAIN GOVERNANCE POLICIES AND PRACTICES INCLUDING, HAVING TRUSTEES STAND FOR ELECTION PRIOR TO MAY 1, 2005; ARRANGING FOR CERTAIN SPECIFIED TRUSTEES TO RESIGN AND/OR TO NOT STAND FOR ELECTION; REQUIRING 75% OF TRUSTEES MEET INDEPENDENCE STANDARDS; REQUIRING THE CHAIRMAN BE INDEPENDENT; AND EMPLOYING COUNSEL TO THE INDEPENDENT TRUSTEES WHO MEET INDEPENDENCE STANDARDS; AND DESIGNATING AN INDEPENDENT COMPLIANCE OFFICER. BAS VOLUNTARILY UNDERTOOK TO EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004.

THE SEC FOUND THAT IN 1997 AND 1998, BANKAMERICA CORPORATION (“BANKAMERICA”), PREDECESSOR OF THE BANK OF AMERICA CORPORATION, VIOLATED VARIOUS EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS WITH RESPECT TO A BUSINESS ALLIANCE BETWEEN BANKAMERICA AND D.E. SHAW SECURITIES GROUP, L.P. AND RELATED ENTITIES. ON JULY 30, 2001, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, CHARGES OR FINDINGS, BANK OF AMERICA CORPORATION CONSENTED TO ENTRY OF AN ADMINISTRATIVE ORDER PROVIDING THAT IT CEASE AND DESIST FROM COMMITTING OR CAUSING ANY FUTURE VIOLATIONS OF THE EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS CITED IN THE SEC’S ALLEGATIONS. ON JULY 30, 2001, THE SEC FOUND THAT, IN 1997 AND 1998, BANKAMERICA, (I) INCORRECTLY ACCOUNTED FOR A FINANCIAL RELATIONSHIP, AND (II) MADE INADEQUATE DISCLOSURES RELATED TO RISK IN EXCHANGE ACT REPORT FILINGS WITH THE SEC, IN CONNECTION WITH A BUSINESS ALLIANCE WITH D.E. SHAW SECURITIES GROUP, L.P. AND RELATED ENTITIES. ON THE SAME DATE, WITHOUT ADMITTING OR DENYING THE SEC’S ALLEGATIONS, CHARGES OR FINDINGS, BANK OF AMERICA CORPORATION CONSENTED TO ENTRY OF AN ADMINISTRATIVE ORDER PROVIDING THAT IT CEASE AND DESIST FROM COMMITTING OR CAUSING ANY FUTURE VIOLATIONS OF THE EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS CITED IN THE SEC’S ALLEGATIONS.

ON MARCH 9, 2004, BAS CONSENTED TO THE ISSUANCE OF AN ORDER BY SEC, WITHOUT OTHERWISE ADMITTING OR DENYING THE FINDINGS SET FORTH IN THE ORDER, IN WHICH THE COMMISSION (I) FOUND THAT BAS VIOLATED SECTIONS 17(A) AND 17(B) OF THE EXCHANGE ACT, AND RULE 17A-4(J) OF THE EXCHANGE ACT; (II) ORDERED THAT PURSUANT TO SECTION 21C OF EXCHANGE ACT, BAS CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 17(A) AND 17(B) OF THE EXCHANGE ACT AND RULE 17A-4(J) THEREUNDER; (III) ORDERED THAT BAS BE CENSURED PURSUANT TO SECTION 15(B)(4) OF THE EXCHANGE ACT; AND (IV) ORDERED THAT BAS PAY A CIVIL PENALTY IN THE AMOUNT OF $10,000,000.

ON MAY 31, 2006, THE SEC ISSUED AN ORDER IN A PROCEEDING ALLEGING VIOLATION BY BAS OF SECTION 17(A)(2) OF THE SECURITIES ACT. THE SEC ORDERED THAT NOT LATER THAN 6 MONTHS AFTER THE ENTRY OF THIS ORDER, BAS SHALL PROVIDE ALL OF ITS CUSTOMERS WHO HOLD AUCTION RATE SECURITIES (“HOLDERS”) AND THE ISSUERS OF SUCH SECURITIES (“ISSUERS”) WITH A WRITTEN DESCRIPTION OF BAS MATERIAL AUCTION PRACTICES AND PROCEDURES. FURTHERMORE, COMMENCING NOT LATER THAN 3 MONTHS AFTER THE ENTRY OF THIS ORDER, BAS SHALL AT ALL TIMES MAKE A DESCRIPTION OF ITS THEN-CURRENT MATERIAL AUCTION PRACTICES AND PROCEDURES AVAILABLE TO (1) ALL CUSTOMERS AND BROKER-DEALERS WHO ARE PARTICIPATING THROUGH SUCH BAS IN AN AUCTION OF AUCTION RATE SECURITIES ON THE PORTION OF ITS WEBSITE THAT IS ACCESSIBLE TO SUCH CUSTOMERS AND BROKER-DEALERS AND IS RELATED TO SUCH AUCTION AND (2) THE GENERAL PUBLIC ON ANOTHER PORTION OF ITS WEBSITE ACCESSIBLE TO THE GENERAL PUBLIC. NOT LATER THAN 6 MONTHS AFTER THE DATE OF THIS ORDER, UNLESS OTHERWISE EXTENDED BY THE STAFF OF THE SEC FOR GOOD CAUSE SHOWN, BAS’S CHIEF EXECUTIVE OFFICER OR GENERAL COUNSEL SHALL CERTIFY IN WRITING TO THE STAFF OF THE SEC THAT BAS HAS IMPLEMENTED PROCEDURES THAT ARE REASONABLY DESIGNED TO PREVENT AND DETECT FAILURES BY BAS TO CONDUCT THE AUCTION PROCESS IN ACCORDANCE WITH THE AUCTION PROCEDURES DISCLOSED IN THE DISCLOSURE DOCUMENTS AND ANY SUPPLEMENTAL DISCLOSURES AND THAT THE BAS IS IN COMPLIANCE WITH THIS ORDER. WITHOUT ADMITTING OR DENYING THE FINDINGS, BAS CONSENTED TO THE ENTRY OF THIS ORDER; ACCORDINGLY, PURSUANT TO SECTION 8A OF THE SECURITIES ACT AND SECTION 15(B) OF THE EXCHANGE ACT, IS ORDERED THAT BAS IS CENSURED, SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THE SECURITIES ACT; AND SHALL, WITHIN 10 DAYS OF THE ENTRY OF THIS ORDER, PAY A CIVIL MONEY PENALTY OF $750,000 TO THE UNITED STATES TREASURY.

THE OFFICE OF THE NEW YORK ATTORNEY GENERAL ISSUED AN ASSURANCE OF DISCONTINUANCE WHICH PROVIDES THAT BAS SHALL CEASE AND DESIST FROM ENGAGING IN ACTS IN VIOLATION OF AND WILL COMPLY WITH THE MARTIN ACT, GENERAL BUSINESS LAW 349 AND EXECUTIVE LAW 63(12); SHALL PAY, JOINTLY AND SEVERALLY WITH BANC OF AMERICA CAPITAL MANAGEMENT, LLC (“BACAP”) AND BACAP DISTRIBUTORS, LLC (“BACAP DISTRIBUTORS”), $250 MILLION IN DISGORGEMENT AND A CIVIL MONEY PENALTY IN THE AMOUNT OF $125 MILLION. ON FEBRUARY 9, 2005, NEITHER ADMITTING NOR DENYING THE FINDINGS, BAS ENTERED INTO AN ASSURANCE OF DISCONTINUANCE WITH THE OFFICE OF THE NEW YORK ATTORNEY GENERAL TO SETTLE ALLEGATIONS IT HAD VIOLATED THE MARTIN ACT, EXECUTIVE LAW 63(12), AND THE GENERAL BUSINESS LAW 349. THE ASSURANCE OF DISCONTINUANCE FINDS THAT BAS, FROM AS EARLY AS JULY 2000 THROUGH JULY 2003, FACILITATED MARKET TIMING AND LATE TRADING BY SOME INTRODUCING BROKER-DEALERS AND A HEDGE FUND AND PROVIDED ACCOUNT MANAGEMENT TOOLS AND OTHER ASSISTANCE AND ENABLED INTRODUCING BROKER-DEALERS TO CONCEAL THEIR CLIENT’S MARKET TIMING ACTIVITIES FROM MUTUAL FUNDS. THE NEW YORK ATTORNEY GENERAL ASSURANCE OF DISCONTINUANCE PROVIDES THAT BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION. THE ASSURANCE OF DISCONTINUANCE STATES THAT BAS WILL VOLUNTARILY EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004 AND IF BAS SEEKS TO CONDUCT ANY INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS RELATING TO UNAFFILIATED BROKER-DEALERS, IT UNDERTAKES TO RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT. BAS SHALL PAY, ON A JOINT AND SEVERAL BASIS WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT AND A CIVIL MONEY PENALTY OF $125 MILLION. THIS IS THE SAME PAYMENT AS TO BE PAID UNDER THE PARALLEL SEC ORDER DATED FEBRUARY 9, 2005. THE NYAG ASSURANCE OF DISCONTINUANCE PROVIDES THAT BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION. THE ASSURANCE OF DISCONTINUANCE STATE THAT BAS WILL VOLUNTARILY EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004 AND IF BAS SEEKS TO CONDUCT ANY INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS RELATING TO UNAFFILIATED BROKER-DEALERS, IT UNDERTAKES TO RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT.

Any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws may be described or described more fully in the disclosure incorporated by reference to Exhibit 99.18 hereto.

EX-99.1 2 y23732exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

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.

[signature pages follow]

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


Merrill Lynch Professional Clearing Corp.		Merrill Lynch, Pierce, Fenner & Smith Incorporated

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person*		Title: Authorized Person*

Merrill Lynch Financial Markets, Inc.		Merrill Lynch International

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person*		Title: Authorized Person*

Merrill Lynch & Co., Inc.		Merrill Lynch Trust Company, FSB

By:	/s/ Eileen M. Porter	By:	/s/ Eileen M. Porter

	Name: Eileen M. Porter		Name: Eileen M. Porter
	Title: Authorized Person*		Title: Authorized Person*


*		See attached Powers of Attorney

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		FRISCO, INC.

		By:		/s/ Patricia Champion Frist
				Name: Patricia Champion Frist
				Title: President

		FRISCO PARTNERS

		By:		/s/ Thomas F. Frist, Jr.
				Name: Thomas F. Frist, Jr.
				Title: General Partner

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		/s/ Thomas F. Frist, Jr.

		Thomas F. Frist, Jr.

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		/s/ Patricia Champion Frist

		Patricia Champion Frist

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		/s/ Patricia Frist Elcan

		Patricia Frist Elcan

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		/s/ William Robert Frist

		William Robert Frist

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		/s/ Thomas F. Frist, III

		Thomas F. Frist, III

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		BANK OF AMERICA CORPORATION
		NB HOLDINGS CORPORATION

		By:		/s/ Charles F. Bowman
				Name: Charles F. Bowman
				Title: Senior Vice President

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		NATIONSBANC MONTGOMERY HOLDINGS
		CORPORATION

		By:		/s/ Robert Qutub
				Name: Robert Qutub
				Title: President

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of this 3^rd day of August, 2006.


		CITIGROUP INC.

		By:		/s/ Ali L. Karshan

				Name: Ali L. Karshan
				Title: Assistant Secretary

EX-99.2 3 y23732exv99w2.htm EX-99.2: ROLLOVER COMMITMENT LETTER EX-99.2

EXHIBIT 99.2

July 24, 2006


To:		Hercules Holding II, LLC


Re:		HCA Inc.

Gentlemen:

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.

This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,686,275 Shares in the aggregate (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent based on the value of the aggregate equity commitments of all of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”), provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent (in the manner agreed by the Investors) of the conditions precedent to Parent’s and Merger Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced in the manner agreed by the Investors in the event Parent does not require all of the equity with respect to which the Investors have made commitments.

The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) termination of the Merger Agreement, (b) if the Requisite Investors (as defined herein) agree to terminate this letter and the corresponding letters delivered by each of the Investors, and (c) the Company or any of its Affiliates asserts in any litigation or other proceeding any claim under any limited guarantee of even date herewith of any Investor (each, a “Limited Guarantee”) or otherwise against any Investor or any Affiliate thereof in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to a breach or seeking to prevent a breach of a Confidentiality Agreement between the Company and any Investor or any Affiliate thereof).

The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to transfer, contribute and deliver the Rollover Contribution Shares to its Affiliates or any heir, legatees, beneficiaries and or/devisees of any individual who is an Affiliate of the undersigned; provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter.

This letter shall be binding solely on, and inure solely to the benefit of, the undersigned and Parent and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any person other than the undersigned and Parent and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligation to transfer, contribute and deliver the Rollover Contribution Shares or any provisions of this letter.

Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation. For purposes of this letter, “Affiliate” shall have the meaning ascribed thereto in the Merger Agreement but shall also include, with respect to the undersigned, any of (i)(A) Dr. Thomas F. Frist, Jr., (B) Mr. Thomas F. Frist III, (C) Mr. William Robert Frist or (D) Ms. Patricia Frist Elcan (such individuals identified in clauses (A)-(D), the “Family Investors”), (ii) any other Person that is controlled, directly or indirectly, by one or more of the Family Investors or (iii) any foundation or trust established directly or indirectly by or for any one or more of the Family Investors.

this letter or to cause Parent to enforce this letter. “Requisite Investors” shall mean any combination of at least three of the following: (i) Frisco, Inc. and Frisco Partners, (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity Fund, L.P. and (iv) Kohlberg Kravis Roberts & Co. L.P. on behalf of affiliated investment funds.

Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to the Company a Limited Guarantee related to Parent’s and Merger Sub’s obligations under the Merger Agreement. The Company’s remedies against the undersigned under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, assignee, heir, legatee, beneficiary, devisee or estate of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the undersigned’s breach of its obligations under this letter. Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the undersigned, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

This letter may be executed in counterparts. This letter and any related dispute shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in the Borough of Manhattan of The City of New York in the event any dispute arises out of this letter or any of the transactions contemplated by this letter, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this letter or any of the transactions contemplated by this letter in any court other than such courts sitting in the Borough of Manhattan of The City of New York.

EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

[Remainder of page intentionally left blank]


Very truly yours,

FRISCO, INC.
By:	/s/ Thomas F. Frist, Jr.
	Name:	Thomas F. Frist, Jr.
	Title:	Authorized Person

FRISCO PARTNERS
By:	/s/ Thomas F. Frist, Jr.
	Name:	Thomas F. Frist, Jr.
	Title:	Authorized Person

Accepted and Acknowledged as of
the date first written above:

HERCULES HOLDING II, LLC


By:		/s/ Chris Gordon Name: Chris Gordon Title: President and Assistant Secretary

EX-99.4 4 y23732exv99w4.htm EX-99.4: LIMITED GUARANTEE EX-99.4

EXHIBIT 99.4

LIMITED GUARANTEE

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”).

1. LIMITED GUARANTEE. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of July 24, 2006, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation(“Merger Sub”), a Delaware corporation and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, the due and punctual performance and discharge of 28.3% of the payment obligations of Parent and Merger Sub under Section 7.10(a), Section 7.11, Section 9.2(d) and the second sentence of Section 9.2(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s liability under this Guarantee exceed $141,500,000 (the “Cap”), it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to 28.3% of the Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for 28.3% of the Obligations (subject to the Cap), regardless of whether action is brought against Parent, Merger Sub or any other guarantor pursuant to a Limited Guarantee dated as of the date hereof to be entered into between the Guaranteed Party and such other guarantor (the “Other Guarantors”) or whether Parent, Merger Sub or any Other Guarantor is joined in any such action or actions.

2. NATURE OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility.

3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person (including any Other Guarantor) interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise

affected by (a) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor); (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (c) the addition, substitution or release of any Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent, Merger Sub and Simpson Thacher & Bartlett LLP in accordance with Section 10.1 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub) or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof (other than Parent or Merger Sub) or against any former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing (other than Parent or Merger Sub), except for claims against the Guarantor under this Limited Guarantee and against Other Guarantors under their written limited guarantees, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor) that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of their obligations under Section 7.10(a), Section 7.11, Section 9.2(d) and the second sentence of Section 9.2(f) of the Merger Agreement, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

4. NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

5. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a) the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(b) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee;

(c) this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(d) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6 hereof) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

6. NO ASSIGNMENT. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder to any other Person (except by operation of law) without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party); provided, however, the Guarantor shall be permitted to assign, in whole or in part, its rights and obligations hereunder to a new private equity fund formed after the date hereof, sponsored by an Affiliate of the Guarantor that (a) has at least $5 billion of committed equity capital and (b) certifies to the Guaranteed Party that it is capable of (i) making the representations and warranties set forth in Section 5 above and (ii) performing all of its obligations hereunder.

7. NOTICES. All notices and other communications hereunder shall be in writing in the English language and shall be deemed given (a) on the date of delivery if delivered personally, (b) on the first business day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth business day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or (d) if sent by facsimile transmission, when transmitted and receipt of transmittal is confirmed. All notices hereunder shall be delivered as set forth below or to such other Person or address or facsimile number as a party shall specify by notice in writing to the other party:

(i) if to the Guaranteed Party, to it at:

HCA Inc.
One Park Plaza
Nashville, TN 37203
Attention: General Counsel
Fax: (615) 344-1531

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attention: Clare O’Brien, Esq.
Creighton O’M. Condon, Esq.

Fax: (212) 848-7179

(ii) if to the Guarantor, to it at:

ML Global Private Equity Fund, L.P.
c/o Merrill Lynch Global Private Equity
Four World Financial Center, Floor 23
New York, NY 10080
Attention: George A. Bitar
Christopher Birosak
Fax: (212) 449-1119

with copies (which shall not constitute notice) to::

Proskauer Rose, LLP
1585 Broadway
New York, New York 10036-8299
Attention: Jeffrey A. Horwitz, Esq.
James P.Gerkis, Esq.
Fax: (212) 969-2900

and a copy to:

Merrill Lynch Global Private Equity
Strategic M&A and Private Equity Counsel
Four World Financial Center, Floor 23
New York, NY 10080
Attention: Frank J. Marinaro, Esq.
Fax: (212) 449-7902

Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

9. NO RECOURSE. The Guaranteed Party by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than the Guarantor shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate (other than Parent or Merger Sub) or employee of the Guarantor, against any former, current or future general or limited partner, member, manager or stockholder of the Guarantor or any Affiliate thereof (other than Parent or Merger Sub) or against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing (other than Parent or Merger Sub), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets and that no funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs. The Guaranteed Party further agrees that neither it nor any of its Affiliates have any right of recovery against the Guarantor or any of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders through Parent or Merger Sub or otherwise, whether by piercing of the corporate veil, by a claim on behalf of Parent or Merger Sub against the Guarantor or Parent’s stockholders or Affiliates, or otherwise, except for the rights under this Limited Guarantee and its rights against Other Guarantors pursuant to the terms of their written limited guarantees delivered contemporaneously herewith. Recourse against the Guarantor under this Limited Guarantee shall be the exclusive remedy of the Guaranteed Party and its Affiliates against the Guarantor and any of its former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any of its former, current or future directors,

officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders except for claims against the Guarantor under this Limited Guarantee. Except as contemplated under Section 6, nothing set forth in this Limited Guarantee shall affect or be construed to confer or give any Person other than the Guarantor and the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person.

10. GOVERNING LAW. This Guarantee and any dispute hereunder shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York in the event any dispute arises out of this Guarantee or any of the transactions contemplated by this Guarantee, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Guarantee or any of the transactions contemplated by this Guarantee in any court other than such courts sitting in the Borough of Manhattan of The City of New York.

11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LIMITED GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

12. COUNTERPARTS. This Limited Guarantee may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.



		ML GLOBAL PRIVATE EQUITY FUND, L.P.

		By:		MLGPE LTD, its General Partner

		By:		/s/ Nathan Thorne

				Name: Nathan Thorne
				Title: President

[Limited Guarantee Signature Page]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.



		HCA INC.

		By:		/s/ Jack O. Bovender, Jr.

				Name: Jack O. Bovender, Jr.
				Title: Chairman and CEO

[Limited Guarantee Signature Page]

EX-99.5 5 y23732exv99w5.htm EX-99.5: LIMITED GUARANTEE EX-99.5

EXHIBIT 99.5

LIMITED GUARANTEE

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”).

1. LIMITED GUARANTEE. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of July 24, 2006, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation(“Merger Sub”), a Delaware corporation and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, the due and punctual performance and discharge of 15.1% of the payment obligations of Parent and Merger Sub under Section 7.10(a), Section 7.11, Section 9.2(d) and the second sentence of Section 9.2(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s liability under this Guarantee exceed $75,500,000 (the “Cap”), it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to 15.1% of the Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for 15.1% of the Obligations (subject to the Cap), regardless of whether action is brought against Parent, Merger Sub or any other guarantor pursuant to a Limited Guarantee dated as of the date hereof to be entered into between the Guaranteed Party and such other guarantor (the “Other Guarantors”) or whether Parent, Merger Sub or any Other Guarantor is joined in any such action or actions.

5. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

	(i)		if to the Guaranteed Party, to it at:

			HCA Inc. One Park Plaza Nashville, TN 37203 Attention: General Counsel
			Fax: (615) 344-1531

with a copy (which shall not constitute notice) to:

			Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: Clare O’Brien, Esq. Creighton O’M. Condon, Esq.
			Fax: (212) 848-7179

	(ii)		if to the Guarantor, to it at:

			c/o Mr. Thomas F. Frist III Frist Capital 3100 West End Avenue, Suite 500 Nashville, Tennessee 37203

			with a copy (which shall not constitute notice) to:

			Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attention: John Evangelakos, Esq. Fax: (212) 558-3588

8. CONTINUING GUARANTEE. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which Parent and Merger Sub would not be obligated to make any payments under Section 9.2(d) and (iii) the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to make any payments under Section 9.2(d) if the Guaranteed Party has not presented a claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Other Guarantors) by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable

in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Guarantee or any of the transactions contemplated by this Guarantee in any court other than such courts sitting in the Borough of Manhattan of The City of New York.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.



		FRISCO, INC.

		By:		/s/ Thomas F. Frist, Jr.

				Name: Thomas F. Frist, Jr.
				Title: Authorized Person

[Limited Guarantee Signature Page]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.



		FRISCO PARTNERS

		By:		/s/ Thomas F. Frist, Jr.

				Name: Thomas F. Frist, Jr.
				Title: Authorized Person

[Limited Guarantee Signature Page]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.



		HCA INC.

		By:		/s/ Jack O. Bovender, Jr.

				Name: Jack O. Bovender, Jr.
				Title: Chairman and CEO

[Limited Guarantee Signature Page]

EX-99.6 6 y23732exv99w6.htm EX-99.6: INTERIM INVESTORS AGREEMENT EX-99.6

EXHIBIT 99.6

INTERIM INVESTORS AGREEMENT

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”).

RECITALS

1. On the date hereof, Parent, Hercules Acquisition Corporation (“Merger Sub”) and HCA Inc. (the “Company”) have executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”).

2. Each of the Investors has, on or after the date hereof, executed a letter agreement in favor of Parent in which each such Investor has agreed, subject to the terms and conditions set forth therein, to make a cash equity or rollover equity investment in Parent at the Closing (as hereinafter defined) (each, an “Equity Commitment Letter”).

3. The Investors and Parent wish to agree to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters and the several limited guarantees of the Investors in connection with the Merger Agreement, and the transactions contemplated by each.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.1, 1.2, 2.8, 2.10, the proviso of 2.11(b), 2.13, 3 and 4 (other than 4.9)) upon the earliest of (i) the closing under the Merger Agreement (the “Closing”) and (ii) the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. Certain of those definitions are set forth in Section 3 hereof. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.

2. AGREEMENTS AMONG THE INVESTORS.

2.1. Authority of Parent. The Requisite Investors may cause Parent to take any action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise set forth herein, Parent shall take only those actions approved by the Requisite Investors.

2.2. Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.

2.3. Debt Financing. Subject to Section 2.7 below, the Requisite Investors shall seek to cause the Company to (a) negotiate, enter into and borrow under definitive agreements relating to debt financing to be provided at the Closing and (b) arrange for, market and negotiate and enter into definitive agreements relating to high yield debt, including agreeing to the financial terms of such debt, to be issued at the Closing, in each case (a) and (b), on the terms set forth in the debt commitment letters attached as Schedule C (the “Debt Commitment Letters”) and/or on such additional or modified terms as the Requisite Investors shall approve.

2.4. Management Arrangements. The Requisite Investors shall seek to cause Parent and/or the Company to negotiate and enter into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, and equity incentives on the terms set forth in Schedule A and/or on such additional or modified terms as the Requisite Investors shall approve.

2.5. Shareholders Agreement. Each Investor agrees to enter into, concurrently with the Closing, one or more definitive agreements with respect to such matters as are set forth on Schedule B and/or such additional or modified terms as all four of the persons that could be a Requisite Investor (collectively, the “Four Investors”) shall approve; provided, that if any such additional or modified terms have an impact on any Investor that is different from the impact on the other Investors (taking into account, among other things, the size of such Investor’s investment) in a manner that is materially adverse to such Investor, the Investor shall be required to approve such terms to the extent they apply to such Investor.

2.6. Equity Commitments.

2.6.1. Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to enforce any of the Equity Commitment Letters except as one of the Requisite Investors acting through Parent.

2.6.2. All securities issued by Parent and its subsidiaries at the Closing shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor’s Commitments, other than any equity securities issued to management in transactions contemplated by Schedule A (which shall include the new options described therein).

2.6.3. Prior to the Closing, no Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than in accordance with the rules set forth in Schedule B under “Sell-down”, a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies) or as approved by the Requisite Investors or, in the case of the Family Investor, a transfer to (i) any family member or heir, legatee, beneficiary, devisee or estate of such family member, or (ii) any foundation, trust or other entity used for estate planning purposes, provided that the Family Investor or any person described in clause (i) above collectively retains control over such shares at all times (each, a “Permitted Family Transferee”).

2.7. Non-Consenting Investors. Notwithstanding anything to the contrary in Sections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to, (i) modify or amend the Merger Agreement so as to increase or modify the form of the Merger Consideration or increase in any way the obligations under the several limited guarantees of the Investors or (ii) modify or waive, in a manner adverse to Parent or the Investors, any provisions relating to the Termination Fee or any financing contingency or condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) and (ii) above and any Investor (which may include one of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the transaction and, in such event, such Non-Consenting Investor shall have no liability hereunder (other than as specifically provided in Section 2.10) or under its Equity Commitment Letter or Guarantee; and provided further that prior to the effectiveness of the matter at issue, such Non-Consenting Investor shall have received a full and unconditional release of this Agreement (subject to the applicable provisions of Section 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release) and the Equity Commitment Letter and its Guarantee from Parent, the Company, and each other Investor, or a mutually

satisfactory indemnity with respect to liability under such Equity Commitment Letter, its Guarantee and this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors in proportion to their respective Commitments at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the other Investors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to the other Investors or to a new investor or investors.

2.8. Termination Fee. Parent shall, and the Requisite Investors shall cause Parent to, arrange that any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement shall, unless an Investor (other than a Sponsor Investor or Family Investor) has otherwise agreed with Parent with the consent of each of the Sponsor Investors and the Family Investor, be promptly paid as directed by Parent to the Investors or their designees in proportion to their respective Commitments at the time of such termination, after making adequate provisions for any expenses which are to be borne by Parent or the Investors proportionately pursuant to Section 2.10. A Non-Consenting Investor whose participation in the transaction has been terminated as provided in Section 2.2, Section 2.7 above or Section 2.12 below shall not share in any portion of the Termination Fee other than with respect to the reimbursement of expenses (including all expenses for which they are responsible pursuant to Section 2.10 below).

2.9. Notice of Closing. Parent will use its reasonable best efforts to provide each Investor with at least 15 days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under Section 2.6 of this Agreement. Any notices or correspondence received by Parent under, in connection with, or related to the Merger Agreement shall be promptly provided to each Investor at the address set forth in the Equity Commitment Letters, or any other address designated by such Investor in writing to Parent.

2.10. Expense Sharing. Unless an Investor (other than a Sponsor Investor or Family Investor) has otherwise agreed with Parent either (x) with the consent of each of the Sponsor Investors and the Family Investor or (y) pursuant to an Equity Commitment Letter dated the date hereof, each Investor agrees that it will be responsible for its proportionate share of the out-of-pocket expenses incurred by each Sponsor Investor (as defined in Schedule B) or the Family Investor (as defined in Schedule B), including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by each Sponsor Investor and each Family Investor. Notwithstanding the foregoing, a Non-Consenting Investor will only be responsible for its proportionate share of out-of-pocket expenses and fees, and may only seek reimbursement in respect of out-of-pocket expenses and fees, incurred prior to such Investor becoming a Non-Consenting Investor. The obligations under this Section 2.10 shall exist whether or not the Merger is consummated and shall survive any termination of the other terms of this Agreement, to the extent that such fees and expenses are not paid by the Company or Parent. In the event of any sell-down as described in Schedule B, the obligations of each Investor pursuant to this Section 2.10 will be released according to such Investor’s proportionate extent of such sell-down, and the assignee of such Investor’s commitment pursuant to the sell-down shall assume such related released obligations under this Section 2.10.

2.11. Representations and Warranties; Covenant. (a) Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Company Proxy Statement or Schedule 13E-3 will cause a breach of the representation and warranty of Parent set forth in Section 5.5 of the Merger Agreement. Each Investor hereby represents, warrants and covenants to the other Investors that it has not entered, and will not enter, into any agreement, arrangement or understanding with any other Investor, any other potential investor or acquiror or group of potential investors or acquirors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including Schedule B), and other than any debt financing agreements and arrangements between affiliates of the Investors. Each Investor who is contributing Rollover Contribution Shares (as defined in such Investor’s Equity Commitment Letter) hereby represents and warrants to the other Investors that it will not transfer (other than transfers to Permitted Family Transferees who become parties to this Agreement and the obligations under its Equity Commitment Letter), and will have at Closing, the Rollover Contribution Shares.

(b) Until this Agreement is terminated pursuant to Section 1.1, other than in accordance with the rules set forth in Schedule B (under “Sell-down”), subject to Section 4.10 and other than as specifically provided in Section 7.4(h) of the Merger Agreement, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors; provided, that this Section 2.11(b) shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 2.7 or Section 2.12 for a period of one year following such release.

2.12. Antitrust Matters. Each Investor will use reasonable best efforts to supply and provide information that is accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, Antitrust Laws. If any Governmental Authority asserts any objections under the HSR Act or any other applicable antitrust, competition or fair trade Laws (collectively, the “Antitrust Laws”) with respect to the Merger and such objections relate to the activities or investments of an Investor or such Investor’s affiliates, such Investor shall use its reasonable best efforts to resolve such objections. If such Investor is unable to resolve such objections after using its reasonable best efforts, then the Requisite Investors shall have the right, but not the obligation, to direct such Investor (the “Affected Investor”) to (i) modify or forego any or all of its governance rights with respect to Parent and its Affiliates until such future time as such objections would no longer be applicable if the Requisite Investors determine in good faith that such action may contribute to the resolution of such objections or, (ii) solely in the event the Affected Investor does not consent to the modification or elimination of its governance rights proposed by the Requisite Investors pursuant to clause (i), assign all of its rights and obligations under this Agreement and under its Guarantee and Equity Commitment Letter with respect to all or any portion of its Commitments to a person selected by the Requisite Investors, provided such person agrees in writing to be bound by the terms and conditions of this Agreement, such Guarantee and such Equity Commitment Letter (including assuming any and all liabilities and obligations of the Affected Investor under such agreements and instruments) with respect to the portion (if less than all) of

the Commitments so assigned and assumed and the other Investors provide the Affected Investor with a mutually satisfactory indemnity with respect to its liability under this Agreement, such Guarantee and such Equity Commitment Letter (with respect to the portion (if less than all) of the Commitments so assigned) or obtain a full and unconditional release of the Affected Investor from this Agreement, such Guarantee and such Equity Commitment Letter with respect to the portion (if less than all) of the Commitments so assigned and assumed, except with respect to breaches of this Agreement and such Equity Commitment Letter occurring prior to the date of such release. The Requisite Investors will consult with the Affected Investor before directing the Affected Investor to take any of the foregoing actions and will use all reasonable efforts to attempt to resolve such objections.

2.13. Contribution With Respect to Guarantees. The Investors shall cooperate in defending any claim that the Investors are or any one of them is liable to make payments under the Guarantees. Subject to Section 4.3, each Sponsor Investor and Family Investor agrees to contribute to the amount paid or payable by the other Sponsor Investors and Family Investor, as the case may be, in respect of the Guarantees so that each such Sponsor Investor or Family Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Guarantees multiplied by a fraction of which the numerator is such Investor’s Commitments and the denominator is the sum of the Sponsors Investors’ and Family Investor’s Commitments, which amount shall be reduced proportionately based on such Sponsor Investors’ and Family Investor’s respective Commitments for any amounts paid or payable with respect to such Guarantees by any other Investor or other person contributing equity to Parent pursuant to the terms of such Investor’s Equity Commitment Letter.

2.14. Voting. Until this Agreement (other than the Sections identified in the parenthetical in Section 1.1) is terminated pursuant to Section 1.1, at the Company Stockholder Meeting (or any adjournment or postponement thereof) or in any other circumstances upon which a vote, consent or other approval (including a written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, the Family Investor shall vote or execute consents with respect to (or cause to be voted or consents to be executed with respect to) all shares of Common Stock (as defined in the Merger Agreement) beneficially owned by the Family Investor as of the applicable record date in favor of the approval of the Merger Agreement, the Merger and any other transaction contemplated by the Merger Agreement.

3. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings (all other capitalized terms used but not defined shall have the meanings given thereto in the Merger Agreement):

“Commitments” shall, for each Investor (or any other person providing an equity commitment letter to Parent), mean the amount of cash equity or the value of rollover Shares (based on the Merger Consideration) set forth in the Equity Commitment Letters delivered by such Investor or other person to Parent, copies of which are attached as Schedule D hereto, after taking into account any sell-down, including sell-downs to the Co-Investors; it being understood and agreed that the aggregate amount of all Commitments is $5.3 billion.

“Family Investor” shall mean, collectively, Frisco, Inc. and Frisco Partners.

“Requisite Investors” shall mean any combination of at least three of the following four Investors: (i) the Family Investor, (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity Fund, L.P. and (iv) collectively, KKR Millennium Fund, L.P. and KKR PEI Investments, L.P.; provided that, for purposes of Section 2.12, the “Requisite Investors” shall not include any Investor which is an Affected Investor.

4. MISCELLANEOUS.

4.1. Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Requisite Investors; provided that no provision of this Agreement (excluding exhibits) may be amended in a manner that disproportionately materially adversely affects an Investor without such Investor’s consent.

4.2. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof

4.3. Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including specific performance). In the event that Parent determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, and the Requisite Investors are prepared to cause Parent to consummate the Merger in accordance with Section 2.2 of this Agreement and to fund their Commitments upon consummation of the Merger, as evidenced in writing to the other Investors (the Investors who are so prepared, the “Closing Investors”), but one or more Investors fails to fund its Commitment or provides written notice that it will not fund its Commitment (each such Investor, a “Failing Investor”), the parties agree that Parent, acting at the direction of the Closing Investors (which, pursuant to Section 2.1, must include the Requisite Investors), shall be entitled, at their discretion, to either (a) specific performance of the terms of this Agreement, whether before or after the Closing, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors in an amount equal to the out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Investor’s Guarantee) in an amount not to exceed such Failing Investor’s Commitment. If the Closing Investors determine to cause Parent to enforce the remedy described in the preceding sentence against any Failing Investor, they must do so against all Failing Investors and, prior to doing so, the Closing Investors must affirm their willingness to fund their Commitments. If Parent, acting at the direction of the Investors entitled to enforce this Agreement in respect of any provision hereof, elects to do so against another Investor, it must do so against any other Investor that has similarly failed to perform with respect to the same provision hereof. Parent will not have the right to recover lost profits or benefit of the bargain damages or any special, indirect, or consequential damages (other than out-of-pocket damages referred to above) from any Failing Investor; its only damages remedy against a Failing Investor is set forth above in clauses (a) and (b) of the second sentence of this paragraph. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder

multiplied by (b) a fraction of which the numerator is the amount of such Failing Investor’s Commitment and the denominator is the sum of all Failing Investors’ Commitments. In no event will any Investor be liable under this Agreement in an amount that exceeds the amount of such Investor’s Commitment less the amounts previously funded pursuant to such Investor’s Equity Commitment Letter and Guarantee, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages. If any Investor for any reason pays damages to the Company and/or Parent in an amount greater than the amount of its Commitment, to the extent that Parent receives any such amount, Parent shall promptly return to such Investor the amount received from such Investor in excess of its Commitment.

4.4. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Parent and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers or stockholders of any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

4.5. Governing Law; Consent to Jurisdiction. This Agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Merger Agreement.

4.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.7. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

4.8. Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.

4.9. Consultation. Each party shall keep the other parties informed of its expectations and intentions regarding the Merger and the transactions contemplated hereby and will notify the other parties hereto promptly of any changes therein.

4.10. Confidentiality. Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep any information supplied by or on behalf of any of the other parties to this letter agreement, confidential (“Confidential Information”) and to use, and cause its Representatives to use, the Confidential Information only in connection with the Merger and the transactions contemplated hereby; provided, however, that the term “Confidential Information” does not include information that (a) is already in such party’s possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further, however, that that nothing herein shall prevent any part hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by law or regulation, (iv) to the extent necessary in connection with the exercise of any remedy, hereunder, (v) in connection with a sell-down made in accordance with the sell-down procedures described in Schedule B. and (vi) to such party’s Representatives that need to know such information (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available).

4.11. Family Investor Rollover. Parent, the Family Investor and each Sponsor Investor will cooperate to structure the contribution of the equity held by the Family Investor to Parent as contemplated by the Equity Commitment Letter executed by the Family Investor as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger) to the extent permitted by law; provided, however, that under no circumstances shall any party be required to take any action or agree to any amendment, waiver or modification of the Merger Agreement or any related agreement (including this Agreement) pursuant to this Section 4.11 if such action or amendment, waiver or modification would be adverse to such person or any Sponsor Investor (provided that the incurrence of immaterial costs or expenses shall not be deemed to be adverse for purposes of this sentence). In addition, none of the Parent or any Sponsor Investor may take any action to amend, modify or waive any provision of the Merger Agreement or any related agreement (including this Agreement) if such amendment, waiver or modification would result in an adverse change in the ability of the Family Investor to contribute the equity held by it to Parent as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger).

4.12. PR Coordination. Each party hereto will coordinate in good faith any and all press releases and other public relations matters with respect to the Merger and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Merger and the transactions contemplated hereby without prior consent of the Four Investors.

4.13. Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.

4.14. General. Nothing in this letter agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part the agent of any other party for any purpose.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.



		HERCULES HOLDING II, LLC

		By:		/s/ Chris Gordon

				Name:
				Title:



		BAIN CAPITAL FUND IX, L.P.

		By: BAIN CAPITAL PARTNERS IX, L.P.,
		its general partner

		By:		BAIN CAPITAL INVESTORS, LLC,
		its general partner

		By:		/s/ Stephen Pagliuca

		Name:
		Title:



		KKR MILLENNIUM FUND, L.P.

		By:		KKR ASSOCIATES MILLENNIUM L.P.,
		its general partner

		By:		KKR MILLENNIUM GP LLC,
		its general partner

		By:		/s/ Scott C. Nuttall

				Name: Scott C. Nuttall
				Title: Member

		KKR PEI INVESTMENTS, L.P.

		By:		KKR PEI Associates, L.P.
				Its General Partner

		By:		KKR PEI GP Limited
				The General Partner of KKR PEI Associates, L.P.

		By:		/s/ Scott C. Nuttall

				Name: Scott C. Nuttall
				Title: Director



		ML GLOBAL PRIVATE EQUITY FUND, L.P.

		By:		MLGPE LTD, its General Partner

		By:		/s/ Nathan Thorne

				Name:
				Title:



		FRISCO, INC.

		By:		/s/ Thomas F. Frist, Jr.

				Name: Thomas F. Frist, Jr.
				Title: Authorized Person

		FRISCO PARTNERS

		By:		/s/ Thomas F. Frist, Jr.

				Name: Thomas F. Frist, Jr.
				Title: Authorized Person



		BANC OF AMERICA SECURITIES LLC

		By:		/s/ Bruce R. Thompson

				Name: Bruce R. Thompson
				Title: Managing Director



		CITIGROUP INC.

		By:		/s/ Robert Druskin

				Name:
				Title:

EX-99.8 7 y23732exv99w8.htm EX-99.8: DEBT COMMITMENT LETTER EX-99.8

EXHIBIT 99.8


BANK OF AMERICA, N.A. BANC OF AMERICA BRIDGE LLC BANC OF AMERICA SECURITIES LLC 9 West 57^th Street New York, NY 10019		JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, NY 10017		CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, NY 10013		MERRILL LYNCH CAPITAL CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 4 World Financial Center 250 Vesey Street New York, NY 10080

CONFIDENTIAL

July 24, 2006

Hercules Holding II, LLC
c/o Bain Capital Partners LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Attention: Steve Pagliuca

c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street, Suite 4200
New York, New York 10019
Attention: Michael Michelson

c/o Merrill Lynch Global Partners
250 Vesey Street
4 World Financial Center
23^rd Floor
New York, New York 10080
Attention: Chris Birosak

Project Hercules
Commitment Letter

Ladies and Gentlemen:

You have advised each of Bank of America, N.A. (“Bank of America”), Banc of America Bridge LLC (“Banc of America Bridge”), Banc of America Securities LLC (“BAS”), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities Inc. (“JPMSI”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch Capital Corporation (“MLCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and, together with Bank of America, Banc of America Bridge, BAS, CGMI, JMPCB, JPMSI and MLCC, “we”, “us” or the “Agents”) that Hercules Holding II, LLC (“Newco”), formed at the direction of Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co. L.P., Merrill Lynch Global Partners and/or their respective

affiliates (collectively, the “Sponsors”), intends to acquire (the “Acquisition”) all of the capital stock of a company previously identified to us (the “Company”), and to consummate the other Transactions described herein (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)).

You have further advised the Agents that, in connection therewith, it is intended that the financing for the Transactions will include (a) the senior secured credit facilities described in the Senior Facilities Term Sheet, in an aggregate principal amount of up to $16.80 billion, comprised of a $2.25 billion senior secured tranche A term loan facility (the “Tranche A Term Facility”), a $9.30 billion senior secured tranche B term loan facility (the “Tranche B Term Facility”), a $1.25 billion (US equivalent) senior secured term loan facility available in Euros, U.S. dollars and other currencies to be mutually agreed (the “European Term Facility”), a $2.00 billion senior secured asset-based revolving credit facility (the “Asset-Based Revolving Facility”) and a $2.00 billion senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Tranche A Term Facility, the Tranche B Term Facility, the European Term Facility and the Asset-Based Revolving Facility, the “Senior Facilities”) and (b) at your option, either (i) up to $5.70 billion in aggregate principal amount of senior secured second lien notes (the “Notes”) in a public offering or in a Rule 144A or other private placement or (ii) to the extent that the Notes are not issued on or prior to the Closing Date (as defined below), up to $5.70 billion of senior secured second lien increasing rate loans (the “Bridge Loans”) under the senior secured second lien bridge facility (the “Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Bridge Term Sheet” and, together with the Senior Facilities Term Sheet, the “Term Sheets”). The Senior Facilities and the Bridge Facility are collectively referred to herein as the “Facilities.”

In addition, it is intended that (a) the Company’s outstanding (i) 8.700% Medium Term Notes due 2010, (ii) 8.750% Notes due 2010, (iii) 8.750% Sterling Notes due 2010, (iv) 7.875% Senior Notes due 2011, (v) 6.950% Senior Notes due 2012, (vi) 6.300% Notes due 2012, (vii) 6.250% Notes due 2013, (viii) 6.750% Notes due 2013, (ix) 5.750% Senior Notes due 2014, (x) 9.000% Medium Term Notes due 2014, (xi) 6.375% Notes due 2015, (xii) 7.190% Debentures due 2015, (xiii) 6.500% Notes due 2016, (xiv) 7.500% Debentures due 2023, (xv) 8.360% Debentures due 2024, (xvi) 7.690% Notes due 2025, (xvii) 7.580% Notes due 2025, (xviii) 7.050% Debentures due 2027, (xix) 7.500% Notes due 2033, (xx) 7.750% Medium Term Notes due 2036 and (xxi) 7.500% Debentures due 2095, will each remain outstanding after giving effect to the Transactions (the “Retained Indebtedness”), and (b) substantially all of the Company’s outstanding (i) 8.850% Medium Term Notes due 2007, (ii) 7.000% Notes due 2007, (iii) 7.250% Notes due 2008, (iv) 5.250% Notes due 2008 and (v) 5.500% Notes due 2009, will each be (or an equivalent amount (but no more than an amount to be mutually agreed) of the Company’s other existing notes described in clause (a) above maturing prior to the maturity date of the Tranche A Term Facility will be) redeemed or repurchased (which may include a debt tender offer with respect thereto) in connection with the consummation of the Transactions and all amounts outstanding under the Company’s existing credit facilities will be repaid and all commitments in respect of such existing credit facilities will be terminated (such existing credit facilities, together with the indebtedness specified in clauses (b)(i) through (b)(v), the “Repaid Indebtedness”). It is understood that if the amount of the Company’s existing notes redeemed or

repurchased is less than as described above, the amount of the Facilities and the Notes will be reduced by such difference in a manner to be agreed.

In connection with the foregoing, (a) Bank of America, JPMCB, CGMI (on behalf of Citigroup (as defined below)) and MLCC are pleased to advise you of their commitments to, severally and not jointly, each provide 25% of each of the Senior Facilities, and (b) Banc of America Bridge, JPMCB, CGMI (on behalf of Citigroup) and MLCC are pleased to advise you of their commitments to, severally and not jointly, each provide 25% of the Bridge Facility, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”).

It is agreed that each of BAS, JPMSI, Citgroup and MLPF&S will act as a joint lead arranger (in such capacity, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”) and as a joint bookrunner for the Facilities; that Bank of America will act as administrative agent for the Senior Facilities (in such capacity, the “Administrative Agent”); that JPMCB and Citigroup will act as co-syndication agents for the Senior Facilities; that MLCC will act as documentation agent for the Senior Facilities; and that Citigroup will act as administrative agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent”). It is further agreed that (a) in connection with the Confidential Information Memorandum and any other offering or marketing materials relating to the Senior Facilities, Bank of America will appear “on the left”, and the names of the Lead Arrangers will appear in such order as they appear in the caption of this letter, (b) in connection with any Confidential Information Memorandum or other offering or marketing materials relating to the Bridge Facility, Citicorp will appear “on the left” and (c) additional Agents receiving lead arranger league table credit for each Facility will be determined by you in consultation with us. You may appoint additional agents, co-agents or lead arrangers or confer other titles in respect of each Facility in a manner and with economics determined by you in consultation with the Lead Arrangers. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender in connection with the Facilities unless you and the Agents shall so agree. For purposes of this Commitment Letter, “Citigroup” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citigroup shall determine to be appropriate to provide the services contemplated herein.

The Agents reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of the Agents’ commitments hereunder to a group of financial institutions (together with the Agents, the “Lenders”) identified by the Agents in consultation with you and reasonably acceptable to them and you (your consent not to be unreasonably withheld or delayed); provided that, notwithstanding each Agent’s right to syndicate the Facilities and receive commitments with respect thereto, it is understood that any syndication of, or receipt of commitments in respect of, all or any portion of an Agent’s commitments hereunder prior to the initial funding under the Senior Facilities shall not reduce such Agent’s commitments hereunder (provided, however, that, notwithstanding the foregoing, assignments of an Agent’s commitments which are effective simultaneously with the funding of such commitments by the assignee shall be permitted) (the date of such initial funding under the Senior Facilities, the “Closing Date”). Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Agents’ commitments hereunder are not subject to syndication of the Facilities. The Agents intend to commence syndication

efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date. You agree actively to assist the Agents in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsors and, to the extent practical and appropriate, the Company, (b) direct contact between senior management, representatives and advisors of you, each of the Sponsors and the Company and the proposed Lenders at times mutually agreed upon, (c) your and the Sponsors’ assistance, and your using commercially reasonable efforts to cause the Company to assist, in the preparation of a customary Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndications, (d) prior to the launch of the syndications, using your commercially reasonable efforts to procure ratings for each of the Facilities and the Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), (e) prior to the launch of the syndications, using your commercially reasonable efforts to complete a customary accounts receivable collateral exam with respect to the Receivables Collateral (as defined in the Senior Facilities Term Sheet) to the extent mutually agreed to be appropriate and (f) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon.

The Administrative Agent, in consultation and cooperation with the Lead Arrangers and you, will manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Agents in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsors and the Company to provide) to the Agents all customary information with respect to you, the Company and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Projections”), as the Agents may reasonably request. You hereby represent and covenant that (a) to the best of your knowledge, all written information and written data other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Agents by you, the Company, the Sponsors or any of your and their respective representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Agents by you, the Company, the Sponsors or any of your and their respective representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Agents. You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct in all

material respects under those circumstances. In arranging and syndicating the Facilities, the Agents will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

You hereby acknowledge that (a) the Agents will make available Information and Projections to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). If reasonably requested, you will assist us in preparing an additional version of the Confidential Information Memorandum to be used by Public Lenders. The information to be included in the additional version of the Confidential Information Memorandum will be substantially consistent with the information included in any offering memorandum for the offering for the Notes. It is understood that in connection with your assistance described above, authorization letters will be included in any Confidential Information Memorandum that authorize distribution of the Confidential Information Memorandum to prospective Lenders, address the intention that the public-side version does not include material non-public information about the Company (other than material non-public information that would be disclosed in the registration statement or offering memorandum in respect of the Notes or information about the Transactions), and exculpate you, the Company and us with respect to any liability related to the use of the contents of the Confidential Information Memorandum or any related marketing material by the recipients thereof.

As consideration for the commitments of the Agents hereunder and their agreement to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

The commitments of the Agents hereunder and their agreement to perform the services described herein are subject to (a) there not having occurred since December 31, 2005 any change or condition that would constitute a “Material Adverse Effect on the Company” as defined in the principal purchase agreement pursuant to which the Acquisition is to be consummated, in the form dated as of July 24, 2006 (the “Purchase Agreement”) (any such change or condition described in this paragraph (a) being referred to herein as a “Material Adverse Change”), (b) the satisfaction of the Agents that, prior to and during the syndications of the Facilities, there shall be no competing issues of debt securities or commercial bank or other credit facilities of Newco, the Company or any of Newco’s or the Company’s respective subsidiaries being offered, placed or arranged (other than the Notes) and (c) the other conditions set forth or referred to in the Term Sheets and the other exhibits hereto.

In addition, the commitments of the Agents hereunder are subject to the negotiation, execution and delivery of definitive documentation with respect to the Facilities (the “Facilities Documentation”), in each case, reasonably satisfactory to them, and customary closing documentation to be mutually agreed consistent with Sponsor precedent, which in each case shall be consistent with the Term Sheets and customary and appropriate for transactions of this type for affiliates of the Sponsors (provided that, notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other

undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, its subsidiaries and their businesses the making of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement (determined without regard to whether any notice is required to be delivered by you) and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Term Sheets are satisfied (it being understood that, to the extent any Guarantee (other than any domestic Guarantee) or Collateral (each as defined in Exhibit A hereto) (other than the U.S. pledge and perfection of security interests in the capital stock of subsidiaries held by Holdings, the Borrower and the Guarantors (to the extent required under the Senior Facilities Term Sheet) and other assets in which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Guarantee and/or Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed)). Those matters that are not covered by or made clear under the provisions of this Commitment Letter are subject to the approval and agreement of the Agents and you; provided that such approvals and agreements shall be in a manner that is consistent with the Term Sheets and customary and appropriate for transactions of this type with affiliates of the Sponsors. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate power and authority, the execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations, and the Investment Company Act.

You agree (a) to indemnify and hold harmless each of the Agents and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its related parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) arising from a material breach of the obligations of such Indemnified Person under this Commitment Letter or the Facilities Documentation or (iii) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person, and (b) to reimburse the Agents and each Indemnified Person from time to

time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Agents’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Agents identified in the Term Sheets and of a single local counsel to the Agents in each relevant jurisdiction (except allocated costs of in-house counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any collateral arrangements in connection therewith (collectively, the “Expenses”); provided that, except as set forth in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of its related parties (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities.

You acknowledge that the Agents and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agents nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Agents nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Agents nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Agents is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Agents have advised or are advising you on other matters, (b) the Agents, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Agents, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Agents are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Agents have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Agents shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that each Agent is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other

financial services. In the ordinary course of business, each Agent may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Borrower, the Company and its subsidiaries and other companies with which you, the Borrower, the Sponsor or the Company or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by such Agent or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to the Borrowers, with all obligations and liabilities of Newco hereunder being assumed by such Borrowers upon the effectiveness of such assignment) without the prior written consent of the Agents, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, the Agents hereunder (including, without limitation, its commitments) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Agents and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto) and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities, (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and (iii) set forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letter shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsors and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof); provided that (i) you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter) to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents in any proxy relating to the Acquisition and in any prospectus or other offering memorandum relating to the Notes, (iii) you may disclose this Commitment Letter, and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Facilities and (iv) you may disclose the Fee Letter and the contents thereof (A) as part of a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and (B) to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis. You agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

You acknowledge that information and documents relating to the Facilities may be transmitted through Syndtrak, Intralinks, the internet, e-mail or similar electronic transmission systems, and that the Agents shall not be liable for any damages arising from the use by others of information or documents transmitted in such manner.

The Agents and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Agents from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Agents, to the extent permitted by law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Agents or any of their affiliates, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Agents or any of their affiliates, (d) to the extent that such information is received by the Agents from a third party that is not to the Agents’ knowledge subject to confidentiality obligations to the Borrower, (e) to the extent that

such information is independently developed by the Agents, (f) to the Agents’ affiliates and their employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) or (h) for purposes of establishing a “due diligence” defense. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities upon the initial funding thereunder.

The compensation, reimbursement, indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter (or, in the case any Notes are issued on the Closing Date, upon the initial funding of the Senior Facilities only), and you shall be released from all liability in connection therewith at such time.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of the Agents and each other Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow any of the Agents or such Lender to identify the Borrower in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Agents and each Lender.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Administrative Agent executed counterparts hereof and of the Fee Letter not later than 12:00 midnight, New York City time, on July 25, 2006. The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that the Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the initial borrowing in respect of the Senior Facilities does not occur on or before January 31, 2007, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension.

BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) BANK OF AMERICA IS OFFERING TO COMMIT TO ITS PORTION OF THE SENIOR FACILITIES SEPARATE AND APART FROM BANC OF AMERICA BRIDGE’S OFFER TO COMMIT TO ITS PORTION OF THE BRIDGE FACILITY AND (B) BANC OF AMERICA BRIDGE IS OFFERING TO COMMIT TO ITS PORTION OF THE BRIDGE FACILITIES SEPARATE AND APART FROM BANK OF AMERICA’S OFFER TO COMMIT TO ITS PORTION OF

THE SENIOR FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE SENIOR FACILITIES OR THE BRIDGE FACILITY OR BOTH.

[Remainder of this page intentionally left blank]

The Agents are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.


Very truly yours, BANK OF AMERICA, N.A.
By:	/s/ Thomas W. Okel
	Name:	Thomas W. Okel
	Title:	Managing Director


BANC OF AMERICA SECURITIES LLC
By:	/s/ Bruce R. Thompson
	Name:	Bruce R. Thompson
	Title:	Managing Director


BANC OF AMERICA BRIDGE LLC
By:	/s/ Bruce R. Thompson
	Name:	Bruce R. Thompson
	Title:	Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]


JPMORGAN CHASE BANK, N.A.
By:	/s/ G. Spevack
	Name:	G. Spevack
	Title:	Vice President


J.P. MORGAN SECURITIES INC.
By:	/s/ Sameer Khambadkone
	Name:	Sameer Khambadkone
	Title:	Vice President

[SIGNATURE PAGE TO COMMITMENT LETTER]


CITIGROUP GLOBAL MARKETS INC.
By:	/s/ John W. Peruzzi
	Name:	John W. Peruzzi
	Title:	Managing Director


MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ Sarang Gadkari
	Name:	Sarang Gadkari
	Title:	Managing Director


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Sarang Gadkari
	Name:	Sarang Gadkari
	Title:	Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

Accepted and agreed to as of
the date first above written:

HERCULES HOLDING II, LLC


By:		/s/ Chris Gordon
		Name: Chris Gordon
		Title: President and Assistant Secretary

[SIGNATURE PAGE TO COMMITMENT LETTER]

EX-99.9 8 y23732exv99w9.htm EX-99.9: EQUITY COMMITMENT LETTER EX-99.9

EXHIBIT 99.9

July 24, 2006

To: Hercules Holding II, LLC

Re: HCA Inc.

Gentlemen:

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.

The undersigned’s obligation to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) termination of the Merger Agreement, (b) if the Requisite Investors (as defined herein) agree to terminate this letter and the corresponding letters delivered by each of the Investors, and (c) the Company or any of its Affiliates asserts in any litigation or other proceeding any claim under any limited guarantee of even date herewith of any Investor (each, a “Limited Guarantee”) or otherwise against any Investor or any Affiliate thereof in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to a breach or seeking to prevent a breach of a Confidentiality Agreement between the Company and any Investor or any Affiliate thereof).

The undersigned’s obligation to fund the Commitment may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to fund the Commitment to any other Investor, any additional equity co-investor and the undersigned’s Affiliates or affiliated funds or to entities governed by an Affiliate or an affiliated fund (in the case of assignments to non-Affiliates or non-affiliated funds, in a manner agreed by the Investors); provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter; provided, further, however that the undersigned shall not assign more than 50% of the amount of its Commitment hereunder other than to the undersigned’s affiliated funds or affiliated entities (other than portfolio companies).

Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or any of its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

This letter may only be enforced by Parent at the direction of the Requisite Investors in their sole discretion. Parent shall have no right to enforce this letter unless directed to do so by the Requisite Investors in their sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter. For purposes of this letter, “Requisite Investors” shall mean any combination of at least three of the following: (i) Frisco, Inc. and Frisco Partners, (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity Fund, L.P. and (iv) Kohlberg Kravis Roberts & Co. L.P. on behalf of affiliated investment funds.

Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to the Company a Limited Guarantee related to Parent’s and Merger Sub’s obligations under the Merger Agreement. The Company’s remedies against the undersigned under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the undersigned’s breach of its obligations under this letter. Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the undersigned, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

[Remainder of page intentionally left blank]



		Very truly yours,

		ML GLOBAL PRIVATE EQUITY FUND, L.P.

		By:		MLGPE LTD, its General Partner

		By:		/s/ Nathan Thorne

				Name: Nathan Thorne
				Title: President

Accepted and Acknowledged as of
the date first written above:

HERCULES HOLDING II, LLC



By:		/s/ Chris Gordon

		Name: Chris Gordon
		Title: President and Assistant Secretary

EX-99.10 9 y23732exv99w10.htm EX-99.10: SELL DOWN INVESTORS COMMITMENT LETTER EX-99.10

EXHIBIT 99.10

July 24, 2006

To: Hercules Holding II, LLC

Re: HCA Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter to purchase, a portion of the equity of Parent as of the Effective Time (the “Subject Equity Securities”) for an aggregate purchase price equal to the dollar commitment set forth next to the undersigned’s name on Schedule A (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, Merger Consideration pursuant to and in accordance with the Merger Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The amount of the Commitment may be reduced from time to time by Parent in the manner set forth on Schedule A (the “Equity Sell-down”). The undersigned’s obligation to fund the Commitment is subject to the satisfaction or waiver by Parent (in the manner agreed by the Requisite Investors in accordance with the Interim Investors Agreement executed by the undersigned in connection with the delivery of this letter) of the conditions precedent to Parent’s and Merger Sub’s obligation to effect the Closing and the terms of this letter, and such funding will occur contemporaneous with the Closing and the simultaneous issuance to the undersigned of the Subject Equity Securities. The amount to be funded under this Agreement will be reduced among the undersigned and any other person providing equity commitment letters to Parent (other than the Family Investor) in proportion to each such person’s equity commitment after giving effect to any Equity Sell-down or similar reduction in commitments in the event Parent does not require all of the equity with respect to which the Investors have made commitments.

The undersigned’s obligation to fund the Commitment will terminate automatically and immediately upon the termination of the equity commitments of all of the Investors.

The undersigned’s obligation to fund the Commitment may not be assigned, except as permitted in this paragraph. The undersigned shall assign all or a portion of its obligations to fund the Commitment to any person in connection with the undersigned’s Equity Sell-down if requested by Parent and may assign all or a portion of its obligations to its Affiliates or affiliated funds or to entities governed by an Affiliate or an affiliated fund (in the case of assignments to non-Affiliates or non-affiliated funds, in a manner agreed by the committee formed to manage

the sell-down of the Commitments of the Investors and the undersigned); provided, however that, except to the extent that such assignment was part of the Equity Sell-down or otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter.

This letter shall be binding solely on, and inure solely to the benefit of, the undersigned and Parent and their respective successors and permitted assigns, and, except as provided in the last sentence of the following paragraph, nothing set forth in this letter shall be construed to confer upon or give to any person other than the undersigned and Parent and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter.

The undersigned acknowledges that certain Investors have executed limited guarantees in favor of the Company in connection with the execution of the Merger Agreement (each, a “Limited Guarantee”), which, under the terms thereof, are the sole remedy of the Company and its subsidiaries against the Investors or any of their respective stockholders, partners, members, directors, officers or agents for any losses suffered as a result of the failure of the Merger to be consummated. The undersigned agrees to contribute (promptly after demand) to the amount paid or payable by such Investors (or any of them) in respect of the Limited Guarantees so that the undersigned will have paid an amount equal to the product of the aggregate amount paid or payable under all of the Limited Guarantees multiplied by a fraction of which the numerator is the Commitment (calculated at the time the payments under the Limited Guarantees are triggered) and the denominator is $5.3 billion. For purposes of this paragraph, the undersigned’s Commitment will be reduced pursuant to the terms of Schedule A. The Investors shall be third party beneficiaries of, and entitled to enforce the provisions of, this paragraph.

Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or any of its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any and its successors and permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, as such, for any obligations of the undersigned and its successors and permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

Except for the undersigned’s obligations with respect to the Investors’ Limited Guarantees, this letter may only be enforced by Parent at the direction of the Requisite Investors in their sole discretion. Parent shall have no right to enforce this letter unless directed to do so by the Requisite Investors in their sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter. For purposes of this letter, “Requisite Investors” shall mean any combination of at least three of the following: (i) Frisco, Inc. and Frisco Partners (collectively, the “Family Investor”), (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity, L.P. and (iv) KKR Millennium Fund, L.P. and KKR PEI Investments, L.P. (collectively) and each of the foregoing shall be referred to herein as an “Investor” and collectively, as the “Investors”.

This letter may be executed in counterparts. This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in the Borough of Manhattan of The City of New York in the event any dispute arises out of this letter or any of the transactions contemplated by this letter, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this letter or any of the transactions contemplated by this letter in any court other than such courts sitting in the Borough of Manhattan of The City of New York.

[Remainder of page intentionally left blank]


				Very truly yours,

				CITIGROUP INC.

				By:		/s/ Robert Druskin
						Name: Robert Druskin
						Title: Authorized Signatory

Accepted and Acknowledged as of
the date first written above:

HERCULES HOLDING II, LLC


By:		/s/ Chris Gordon

		Name: Chris Gordon
		Title: President and Assistant Secretary

EX-99.11 10 y23732exv99w11.htm EX-99.11: SELL DOWN INVESTORS COMMITMENT LETTER EX-99.11

EXHIBIT 99.11

July 24, 2006

To: Hercules Holding II, LLC

Re: HCA Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter to purchase, a portion of the equity of Parent as of the Effective Time (the “Subject Equity Securities”) for an aggregate purchase price equal to the dollar commitment set forth next to the undersigned’s name on Schedule A (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, Merger Consideration pursuant to and in accordance with the Merger Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The amount of the Commitment may be reduced from time to time by Parent in the manner set forth on Schedule A (the “Equity Sell-down”), which Schedule A also sets forth commitment fees that Parent shall cause to be paid to the undersigned only upon the completion of the Merger. The undersigned’s obligation to fund the Commitment is subject to the satisfaction or waiver by Parent (in the manner agreed by the Requisite Investors in accordance with the Interim Investors Agreement executed by the undersigned in connection with the delivery of this letter (the “Interim Investors Agreement”) of the conditions precedent to Parent’s and Merger Sub’s obligation to effect the Closing and the terms of this letter, and such funding will occur contemporaneous with the Closing and the simultaneous issuance to the undersigned of the Subject Equity Securities. The amount to be funded under this Agreement will be reduced among the undersigned and any other person providing equity commitment letters to Parent (other than the Family Investor) in proportion to each such person’s equity commitment after giving effect to any Equity Sell-down or similar reduction in commitments in the event Parent does not require all of the equity with respect to which the Investors have made commitments.

The undersigned’s obligation to fund the Commitment will terminate automatically and immediately upon the termination of the equity commitments of all of the Investors.

funds or to entities governed by an Affiliate or an affiliated fund (in the case of assignments to non-Affiliates or non-affiliated funds, in a manner agreed by the committee formed to manage the sell-down of the Commitments of the Investors and the undersigned); provided, however that, except to the extent that such assignment was part of the Equity Sell-down or otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter.

Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or any of its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any and its successors and permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing, as such, for any obligations of the undersigned and its successors and permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

Parent and the undersigned agree that the undersigned will not be responsible for the out-of-pocket expenses incurred by each Sponsor Investor or the Family Investor (as such terms are defined in the Interim Investors Agreement). Notwithstanding the foregoing, the undersigned shall be responsible for all of its out-of-pocket expenses whether or not the Merger is consummated.

This letter may only be enforced by Parent at the direction of the Requisite Investors in their sole discretion. Parent shall have no right to enforce this letter unless directed to do so by the Requisite Investors in their sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter. For purposes of this letter, “Requisite Investors” shall mean any combination of at least three of the following: (i) Frisco, Inc. and Frisco Partners (collectively, the “Family Investor”), (ii) Bain Capital Fund IX, L.P., (iii) ML

Global Private Equity, L.P. and (iv) KKR Millennium Fund, L.P. and KKR PEI Investments, L.P. (collectively) and each of the foregoing shall be referred to herein as an “Investor” and collectively, as the “Investors”.

Notwithstanding anything to the contrary in the Interim Investors Agreement or the exhibits thereto, the undersigned shall not be required to fund any portion of any Guarantees.

[Remainder of page intentionally left blank]


				Very truly yours,

				BANC OF AMERICA SECURITIES LLC

				By:		/s/ Bruce R. Thompson
						Name: Bruce R. Thompson
						Title: Managing Director

Accepted and Acknowledged as of
the date first written above:

HERCULES HOLDING II, LLC


By:		/s/ Chris Gordon
		Name: Chris Gordon
		Title: President and Assistant Secretary

EX-99.12 11 y23732exv99w12.htm EX-99.12: POWER OF ATTORNEY EX-99.12

EXHIBIT 99.12

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH PROFESSIONAL CLEARING CORP.

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch Professional Clearing Corp.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31 day of July, 2006.



		MERRILL LYNCH PROFESSIONAL CLEARING CORP.


		By:		/s/ Linda Messinger

				Name: Linda Messinger
				Title Secretary & Chief Financial Officer

EX-99.13 12 y23732exv99w13.htm EX-99.13: POWER OF ATTORNEY EX-99.13

EXHIBIT 99.13

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH TRUST COMPANY, FSB

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch Trust Company, FSB’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31 day of July, 2006.



		MERRILL LYNCH TRUST COMPANY, FSB


		By:		/s/ Christian G. Heilmann

				Name: Christian G. Heilmann
				Title Chairman & Chief Executive Officer

EX-99.14 13 y23732exv99w14.htm EX-99.14: POWER OF ATTORNEY EX-99.14

EXHIBIT 99.14

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch, Pierce, Fenner & Smith Incorporated’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2006.



		MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


		By:		/s/ Pia Thompson

				Name: Pia Thompson
				Title Assistant Secretary

EX-99.15 14 y23732exv99w15.htm EX-99.15: POWER OF ATTORNEY EX-99.15

EXHIBIT 99.15

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH FINANCIAL MARKETS, INC.

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch Financial Markets, Inc.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2^nd day of August, 2006.



		MERRILL LYNCH FINANCIAL MARKETS, INC.


		By:		/s/ Marguerite C. Willenbucher

				Name: Marguerite C. Willenbucher
				Title Chief Legal Counsel & Secretary

EX-99.16 15 y23732exv99w16.htm EX-99.16: POWER OF ATTORNEY EX-99.16

EXHIBIT 99.16

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH INTERNATIONAL

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch International’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3^rd day of August, 2006.



		MERRILL LYNCH INTERNATIONAL


		By:		/s/ Nasser Azam

				Name: Nasser Azam
				Title Director

EX-99.17 16 y23732exv99w17.htm EX-99.17: POWER OF ATTORNEY EX-99.17

EXHIBIT 99.17

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH & CO., INC.

Know all by these presents, that the undersigned hereby constitutes and appoints Frank J. Marinaro and Eileen M. Porter each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch & Co., Inc.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3^rd day of August, 2006.



		MERRILL LYNCH & CO., INC.


		By:		/s/ George A. Bitar

				Name: George A. Bitar
				Title Managing Director

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