SC 13D/A

UNITED STATES
SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Final Amendment)

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 copies to:

Merrill Lynch, Pierce, Fenner &
Smith Incorporated
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000 Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000 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 Persons Authorized to
Receive Notices and Communications)

November 22, 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)

Item 1. Security and Issuer

          This Final Amendment to Schedule 13D 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 Group”) and Merrill Lynch Bank USA (together with the Merrill Group, the “Merrill Entities”), (c) Citigroup Inc. (“Citigroup”) and (d) Bank of America Corporation, NB Holdings Corporation, Banc of America Securities Holdings Corporation (formerly known as “Nationshare 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 to amend the Schedule 13D filed by the Family Investors, the Merrill Group, Citigroup and the Bank of America Entities on August 4, 2006 (the “Schedule 13D”), with respect 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”).

          Except as otherwise described herein, the information contained in the Schedule 13D remains in effect, and unless otherwise indicated herein, capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Schedule 13D.

Item 2. Identity and Background

     Item 2 of the Schedule 13D is hereby amended and supplemented to add the following sentence to the subsection entitled “Merrill Entities”:

          On November 15, 2006, ML Global Private Equity Fund, L.P. (“MLGPEF”) and Merrill Lynch Ventures L.P. 2001, an affiliate of MLGPEF and the Merrill Entities entered into an assignment and assumption agreement (the “ML Assignment and Assumption Agreement”), pursuant to which MLGPEF assigned, and Merrill Lynch Ventures L.P. 2001 assumed, (i) a portion of MLGPEF’s obligation under its Equity Commitment Letter to purchase at the effective time of the merger a portion of the equity of Parent for $50,000,000, and (ii) MLGPEF’s corresponding rights and obligations under the Interim Investors Agreement. Merrill Lynch Ventures L.P. 2001 does not beneficially own any Common Stock and is not a Reporting Person. A copy of the ML Assignment and Assumption Agreement is attached as Exhibit 99.22 to this Statement and incorporated by reference herein.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following paragraphs:

          On November 14, 2006, the Frist Entities and the Sponsors entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) pursuant to which each of the Sponsors agreed to assign, and the Frist Entities agreed to assume, a portion of each Sponsor’s obligations under its respective Equity Commitment Letter to purchase a portion of the equity of Parent at the effective time of the merger (each, an “Assigned Commitment”) for an aggregate increase in the Frist Entities’ aggregate equity commitment of $150 million, and the Sponsors’ corresponding rights and obligations under certain portions of the Interim Investors Agreement. The obligations of the Frisco Entities to provide the amounts required in respect of the Assigned Commitments may be satisfied either through the payment to Parent in cash of all or any portion of such amounts

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.

and/or the transfer, contribution and delivery to Parent of shares of Common Stock. A copy of the Assignment and Assumption Agreement is attached as Exhibit 99.20 to this Statement and incorporated by reference herein.

          As a result of the Assignment and Assumption Agreement, the Frist Entities have an aggregate rollover and equity commitment of $950 million. In order to give effect to the foregoing, on November 14, 2006, the parties to the Interim Investors Agreement entered into an amendment to the Interim Investors Agreement (the “Amendment No. 1 to the Interim Investors Agreement”). Among other things, the Interim Investors Agreement increased the Frist Entities’ permitted sell-down under the Interim Investors Agreement from $100 million to $150 million and also clarified the parties’ obligations to cooperate in structuring the merger as a tax-free exchange for the Family Investors. A copy of Amendment No. 1 to the Interim Investors Agreement is attached as Exhibit 99.21 to this Statement and incorporated by reference herein.

          On November 17, 2006, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result, the Company no longer has securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and each Reporting Person may no longer be deemed to constitute a “group” with each other Reporting Person. In addition to the funding for the Merger described in paragraph 2 of this Item 3, funding for the merger also included, without limitation, a $365 million dividend from the Health Care Indemnity, Inc., a subsidiary of the Company, and cash and shares of Common Stock contributed by the Company’s management.

Item 4. Purpose of the Transaction

The two paragraphs amending Item 3 above are hereby incorporated by reference to Item 4 of the Schedule 13D.

The last two paragraphs of Item 4 of the Schedule 13D are hereby amended and restated as follows:

          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, as amended by Amendment No. 1 to the Interim Investors Agreement, the Rollover Commitment Letter, the ML Guarantee, the Frist Entity Guarantee, the Debt Commitment Letter, the ML Commitment Letter, the Assignment and Assumption Agreement, and the Sell-Down Investors Commitment Letters, each of which is filed as an exhibit hereto and is incorporated herein by reference.

          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

The last paragraph under the subsection entitled “Merrill Entities” of Item 5 of the Schedule 13D is hereby amended and restated as follows:

          Thomas Joseph Sweeney, formerly a Managing Director of the Trust, Estate, Philanthropic Planning and Family Office Services of Merrill Lynch Trust Company, FSB, and currently a Managing Director of the Investment Solutions and Wealth Advisory Services of the Private Banking and Investment Group of Merrill Lynch, Pierce, Fenner & Smith Incorporated, is deemed the beneficial owner of 100 shares of Common Stock with respect to which he has shared voting and investment power, and which represents approximately less than 1% of all shares of Common Stock outstanding.”

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

The two paragraphs of Item 3 above are hereby incorporated by reference to Item 6 of the Schedule 13D.

The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated as follows:

          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, as amended by Amendment No. 1 to the Interim Investors Agreement, the Assignment and Assumption 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.

Item 7. Material to be Filed as Exhibits

          Item 7 of the Schedule 13D is hereby amended by the addition of the following Exhibit references:

Exhibit	Description
99.20	Assignment and Assumption Agreement
99.21	Amendment No. 1 to the Interim Investors Agreement
99.22	ML Assignment and Assumption Agreement

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: November 22, 2006               

Merrill Lynch Professional Clearing Corp.		Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ Frank J. Marinaro	By:	/s/ Frank J. Marinaro
	Name: Frank J. Marinaro		Name: Frank J. Marinaro
	Title: Authorized Person*		Title: Authorized Person*
Merrill Lynch Financial Markets, Inc.		Merrill Lynch International
By:	/s/ Frank J. Marinaro	By:	/s/ Frank J. Marinaro
	Name: Frank J. Marinaro		Name: Frank J. Marinaro
	Title: Authorized Person*		Title: Authorized Person*
Merrill Lynch & Co., Inc.		Merrill Lynch Trust Company, FSB
By:	/s/ Frank J. Marinaro	By:	/s/ Frank J. Marinaro
	Name: Frank J. Marinaro		Name: Frank J. Marinaro
	Title: Authorized Person*		Title: Authorized Person*
Merrill Lynch Bank USA
By:	/s/ Frank J. Marinaro
	Name: Frank J. Marinaro
	Title: Authorized Person*

* The Powers of Attorney filed with the Commission on August 4, 2006 and September 11, 2006 in connection with the reporting persons’ Schedule 13D regarding the Issuer are hereby incorporated by reference.

          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: November 22, 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

          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: November 22, 2006
	/s/ Thomas F. Frist, Jr.
	Thomas F. Frist, Jr.

          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: November 22, 2006
	/s/ Patricia Champion Frist
	Patricia Champion Frist

          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: November 22, 2006
	/s/ Patricia Frist Elcan
	Patricia Frist Elcan

          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: November 22, 2006
	/s/ William Robert Frist
	William Robert Frist

          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: November 22, 2006
	/s/ Thomas F. Frist III
	Thomas F. Frist III

          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: November 22, 2006
BANK OF AMERICA CORPORATION NB HOLDINGS CORPORATION
By:	/s/ Charles F. Bowman
	Name:	Charles F. Bowman
	Title:	Senior Vice President

          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: November 22, 2006
BANC OF AMERICA SECURITIES HOLDINGS CORPORATION f/k/a NATIONSBANC MONTGOMERY HOLDINGS CORPORATION
By:	/s/  Robert Qutub
	Name:	Robert Qutub
	Title:	President

          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: November 22, 2006
BANC OF AMERICA SECURITIES LLC
By:	/s/  Mark C. Straubel
	Name:	Mark C. Straubel
	Title:	Senior Vice President

          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: November 22, 2006
CITIGROUP INC.
By:	/s/  Ali L. Karshan
	Name:	Ali L. Karshan
	Title:	Assistant Secretary

* The Certificate of Authority to Sign filed with the Commission on September 11, 2006 in connection with the reporting persons’ Schedule 13D regarding the Issuer is hereby incorporated by reference.

EX-99.20

Exhibit 99.20

     ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 14, 2006 (this “Agreement”), by and among Bain Capital Fund IX, L.P. (“Bain”), KKR 2006 Fund L.P. (“KKR”), ML Global Private Equity Fund, L.P. (“ML” and together with Bain, and KKR, the “Sponsors”)), Frisco, Inc. and Frisco Partners (together with Frisco, Inc., the “Frisco Entities”).

     WHEREAS, each of the Sponsors is party to an equity commitment letter (the “Equity Commitment Letters”), dated as of July 24, 2006, with Hercules Holding II, LLC (“Parent”) pursuant to which the Sponsors have agreed, subject to the terms and conditions set forth in the respective Equity Commitment Letters, to purchase a portion of the equity of Parent for an aggregate purchase price of $4,500,000,000, initially allocated among the Sponsors in accordance with Schedule A to such Equity Commitment Letters;

     WHEREAS, the Frisco Entities are party to a rollover equity letter (the “Rollover Letter”), dated as of July 24, 2006, with Parent pursuant to which the Frisco Entities have agreed, subject to the terms and conditions set forth in the Rollover Letter, to transfer and contribute to Parent immediately prior to the Effective Time 15,686,275 Shares in the aggregate immediately prior to the Effective Time;

     WHEREAS, each of the Frisco Entities and the Sponsors is party to an Interim Investors Agreement, dated as of July 24, 2006 (as the same may be amended from time to time, the “Interim Investors Agreement”), by and among Parent, the Sponsors, the Frisco Entities and the other investors party thereto;

     WHEREAS, the Interim Investors Agreement and each of the Equity Commitment Letters each provide that the Sponsors may transfer, subject to the terms and conditions set forth therein, certain of their respective obligations to purchase equity of Parent at the Effective Time; and

     WHEREAS, each of the Sponsors desires to assign, and the Frisco Entities desire to assume, a portion of such Sponsor’s obligations under its respective Equity Commitment Letter and under the Interim Investors Agreement as further provided herein.

     NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the parties hereto agree as follows:

     SECTION 1. Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of July 24, 2006 (as it may be amended from time to time), by and among Parent, Hercules Acquisition Corporation and HCA Inc.

     SECTION 2. Assignment and Assumption. Each of the Sponsors hereby assigns to the Frisco Entities (to be allocated among the Frisco Entities as they determine in their sole discretion), and the Frisco Entities hereby jointly and severally accept each such assignment and assume (i) that portion of the rights and obligations of such Sponsor under its Equity Commitment Letter relating to the commitment of such Sponsor, subject to the conditions set forth in such Equity Commitment Letter, to purchase a portion of the equity of Parent as of the Effective Time for the purchase price equal to the dollar commitment set forth next to such

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Sponsor’s name on Schedule A (each, an “Assigned Commitment”), and (ii) the corresponding rights and obligations under Sections 2.8 and 2.10 of the Interim Investors Agreement in respect of the Assigned Commitments as a result of the assignment and assumption pursuant to clause (i) above. The obligations of the Frisco Entities to provide the amounts required in respect of the Assigned Commitments may be satisfied through (i) the payment to Parent in cash of all or any portion of such amounts, and/or (ii) the transfer, contribution and delivery to Parent of Shares (with a deemed per share value equal to the Merger Consideration). Except as modified hereby, the rights and obligations of the Sponsors under their respective Equity Commitment Letters and the Interim Investors Agreement shall remain in full force and effect.

     SECTION 3. Back-Stop Guarantee. The Frisco Entities acknowledge that the Sponsors 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 Sponsors 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 Frisco Entities jointly and severally agree to contribute (promptly after demand) to the amount paid or payable by the Sponsors (or any of them) in respect of the Limited Guarantees so that the Frisco Entities will have paid an amount (exclusive of any amounts paid under that limited guaranteed, dated as of July 24, 2006, entered into by the Frisco Entities in favor of the Company (the “Frisco Limited Guarantee”)), in the aggregate, 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 $100 million and the denominator is $4.5 billion. Any such amount paid under this Section 3 by either Frisco Entity shall be paid pro rata among the Sponsors in proportion to the amount of the Assigned Commitment assigned by such Sponsor under this Agreement. For the avoidance of doubt, it is understood and agreed that (i) each of the Sponsors shall be entitled to enforce the provisions of this paragraph; and (ii) the obligations of the Frisco Entities under this Section 3 are in addition to, and shall in no way limit their obligation under, the Frisco Limited Guarantee.

     SECTION 4. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

     SECTION 5. Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

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 G. Pagliuca
	Name:	Stephen G. Pagliuca
	Title:	Managing Director

KKR 2006 FUND L.P. By: KKR Associates 2006 L.P.        Its General Partner By: KKR 2006 GP LLC        The General Partner of KKR        Associates 2006 L.P.
By:	/s/  Michael Michelson
	Name:	Michael Michelson
	Title:	Managing Director

ML GLOBAL PRIVATE EQUITY FUND, L.P. By: MLGPE LTD, its General Partner
By:	/s/  George A. Bitar
	Name:	George A. Bitar
	Title:	Managing Director

[signature page to Sponsor assignment]

 

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

[signature page to Sponsor assignment]

 

Acknowledged and Agreed: HERCULES HOLDING II, LLC
By:	/s/  Chris Gordon
	Name:	Chris Gordon
	Title:	President

[signature page to Sponsor assignment]

SCHEDULE A

Sponsor	Assigned Commitment
Bain Capital Fund IX, L.P.	$  50,000,000.00
KKR 2006 Fund L.P.	$  50,000,000.00
ML Global Private Equity Fund, L.P.	$  50,000,000.00
Total	$150,000,000.00

EX-99.21

Exhibit 99.21

AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENT

     AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENT (this “Amendment”), dated as of November 14, 2006, by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Bain Capital Fund IX, L.P. (“Bain”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR 2006 Fund L.P. (“KKR 2006”), ML Global Private Equity Fund, L.P. (“ML”), Banc of America Securities LLC (“BofA”), Citigroup Inc. (“Citigroup”), Frisco, Inc. and Frisco Partners (and together with Frisco, Inc., Bain, KKR Millennium, KKR 2006, ML, BofA and Citigroup, the “Investors”).

WITNESSETH:

     WHEREAS, Parent and the Investors have previously entered into that certain Interim Investors Agreement by and among them dated July 24, 2006 (the “Interim Investors Agreement”);

     WHEREAS, pursuant to Section 4.1 of the Interim Investors Agreement, the Interim Investors Agreement may be amended by a written agreement signed by the Requisite Investors, each of which is a party hereto;

     WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of the date hereof, Bain, KKR 2006 and ML, among other things, assigned to Frisco, Inc. and Frisco Partners certain of their rights and obligations under their respective equity commitment letters previously entered into with Parent on July 24, 2006 to purchase an aggregate $150 million of equity of Parent at the Effective Time (the “Assigned Commitment”);

     WHEREAS, as a result of the Assigned Commitment, Parent and the Investors wish to amend the Interim Investors Agreement and make certain other agreements with respect thereto.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

     SECTION 1. Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Interim Investors Agreement.

     SECTION 2. Amendment to Section 4.11. Section 4.11 of the Interim Investors Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“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 and the Assignment and Assumption Agreement, dated as of the date hereof, among the Sponsor Investors and the Family Investor (the “Family Investor Assignment”) as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger or as consideration for the purchase by Parent of any shares held by the Family Investor pursuant to the last sentence of this Section 4.11) 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 or as consideration for the purchase by Parent of any shares held by the Family Investor pursuant to the last sentence of this Section 4.11). Notwithstanding anything to the contrary contained in this Agreement (including Schedule B hereof), the Equity Commitment Letter executed by the Family Investor or any other agreement or document, subject to the entry into a subscription agreement in a form reasonably satisfactory to Parent and the satisfaction of any conditions set forth therein, Parent hereby agrees that, immediately prior to the Closing, Parent will purchase from the Family Investor and any Permitted Family Transferee and any Friends and Family Participant at a purchase price per share payable in cash equal to the Merger Consideration (less any applicable withholding) any shares beneficially owned by such Family Investor or Permitted Family Transferee that (i) are not contributed to Parent in the roll over contemplated by the Equity Commitment Letter executed by the Family Investor and/or the Family Investor Assignment and (ii) the Family Investor has requested in writing, at least three Business Days prior to the Closing Date, be so purchased.”

     SECTION 3. Amendment to Schedule B.

     (a) The last sentence of the first paragraph under the section “Sell-down” set forth in Schedule B to the Interim Investors Agreement is hereby amended (i) by deleting the reference to $100 million in the last sentence thereof and inserting in lieu thereof $150 million, (ii) by deleting the phrase “and will reduce the Family Investor’s commitment amount” and (iii) by deleting the proviso at the end thereof and inserting in lieu thereof the following:

     “provided that the sell-down shall not relieve the Family Investor from its obligations under its Equity Commitment Letter or the Family Investor Assignment except to the extent the commitments contemplated thereby are actually funded by the Friends and Family Participants; provided further that the Family Investor will control in all respects (including voting and disposition) such Friends and Family Participants’ shares except that the Family Investor shall not be obligated to control in all respects (including voting and disposition) any shares held by the Friends and Family Participants, and in the amounts, identified on Schedule II hereto so long as such Friends and Family Participants enter into a stockholders agreement with HCA or a joinder agreement with Parent, in each case, in a form reasonably acceptable to the Requisite Investors pursuant to which such Friends and Family Participants will be subject to substantially the same restrictions and obligations as those contained in the limited liability company agreement for Hercules to be entered into by the Sponsor Investors and the Family Investor in connection with the closing under the Merger Agreement.”

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     (b) The section “Transaction Fee” set forth in Schedule B to the Interim Investors Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Transaction fee will be split among the Sponsor Investors and the Family Investor in proportion to their commitments in a manner as set forth in a mutually agreeable management agreement.”

     SECTION 4. No Implied Amendments. Except as herein provided, the Interim Investors Agreement, including all Schedules thereto, shall remain in full force and effect and is ratified in all respects. On and after the effectiveness of this Amendment, each reference in the Interim Investors Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Interim Investors Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Interim Investors Agreement, shall mean and be a reference to the Interim Investors Agreement, as amended by this Agreement.

     SECTION 5. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

     SECTION 6. Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

HERCULES HOLDING II, LLC
By:	/s/  Chris Gordon
	Name:	Chris Gordon
	Title:	President
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:	Stephen Pagliuca
	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/  Michael Michelson
	Name:	Michael Michelson
	Title:	Member

[signature page to Amendment No. 1 to Interim Investors Agreement]

KKR 2006 FUND L.P.
By: KKR Associates 2006 L.P. Its General Partner
By: KKR 2006 GP LLC The General Partner of KKR Associates 2006 L.P.
By:	/s/ Michael Michelson
	Name:	Michael Michelson
	Title:	Member
ML GLOBAL PRIVATE EQUITY FUND, L.P.
By: MLGPE LTD, its General Partner
By:	/s/ George A. Bitar
	Name:	George A. Bitar
	Title:	Managing Director
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:
	Name:
	Title:

[signature page to Amendment No. 1 to Interim Investors Agreement]

CITIGROUP INC.
By:
	Name:
	Title:

[signature page to Amendment No. 1 to Interim Investors Agreement]

Schedule II

Name of Friend and Family Participant	Amount of Participation
Frist Foundation	$	24,990,000.00
Frist Visual Arts Center	$	4,999,989.00
Ensworth High School	$	12,000,000.00

  EX-99.22 4 y27495exv99w22.htm EX-99.22: ML ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 99.22

     ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 15, 2006 (this “Agreement”), between ML Global Private Equity Fund, L.P. (“MLGPEF”) and Merrill Lynch Ventures L.P. 2001 (“MLV”).

     WHEREAS, Hercules Holding II, LLC (“Parent”) is party to an Agreement and Plan of Merger dated as of July 24, 2006 (the “Merger Agreement”), by and among HCA Inc., Parent and Hercules Acquisition Corporation pursuant to which, at the Effective Time (as defined in the Merger Agreement) Hercules Acquisition Corporation will be merged with and into HCA, Inc. , with HCA, Inc. surviving the merger as a wholly owned subsidiary of Parent;

     WHEREAS, MLGPEF is party to an equity commitment letter (the “Equity Commitment Letter”), dated as of July 24, 2006, between MLGPEF and Parent pursuant to which MLGPEF has agreed, subject to the terms and conditions set forth therein, to purchase a portion of the equity of Parent;

     WHEREAS, MLGPEF is party to an Interim Investors Agreement, dated as of July 24, 2006 (the “Interim Investors Agreement”), by and among MLGPEF, Parent and the other investors party thereto;

     WHEREAS, the Interim Investors Agreement and the Equity Commitment Letters each provide that MLGPEF may assign all or a portion of its obligations to purchase equity of Parent at the Effective Time (and the corresponding rights and obligations under the Interim Investors Agreement) to affiliated entities or affiliated funds; and

     WHEREAS, MLV is an affiliated fund or an affiliated entity of MLGPEF and MLGPEF desires to assign, and MLV desires to assume, a portion of its obligations to fund its equity commitment under the Equity Commitment Letter and the corresponding rights and obligations under the Equity Commitment Letter and the Interim Investors Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound, the parties hereto agree as follows:

     SECTION 1. Assignment and Assumption. MLGPEF hereby assigns to MLV, and MLV hereby accepts such assignment and assumes (i) that portion of the rights and obligations of MLGPEF under the Equity Commitment Letter relating to MLGPEF’s commitment, subject to the conditions set forth in the Equity Commitment Letter to purchase a portion of the equity of Parent as of the Effective Time for $50,000,000 (the “Assigned Commitment”), and (ii) the corresponding rights and obligations under the Interim Investors Agreement in respect of the Assigned Commitment as a result of the assignment and assumption pursuant to clause (i) above (including, without limitation, under Sections 2.8 and 2.13 thereof).

     SECTION 2. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

     SECTION 3. Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

ML GLOBAL PRIVATE EQUITY FUND, L.P.
By: MLGPE LTD, its General Partner
By:	/s/ Nathan C. Thorne
	Name:	Nathan C. Thorne
	Title:	President
MERILL LYNCH VENTURES L.P. 2001
By: Merrill Lynch Ventures, LLC, its General Partner
By:	/s/ Mandakini Puri
	Name:	Mandakini Puri
	Title:	Executive Vice President

MVL Assignment and Assumption Agreement

Acknowledged and Agreed: HERCULES HOLDING II, LLC
By:	/s/ Chris Gordon
	Name: Chris Gordon
	Title:  President

MVL Assignment and Assumption Agreement

EX-99.22

EX-99.22