8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2005

HCA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11239	75-2497104
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

One Park Plaza, Nashville, Tennessee	37203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results Of Operations and Financial Condition.
	Item 7.01. Regulation FD Disclosure.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated October 13, 2005
Ex-99.2 Press Release dated October 13, 2005
Ex-99.3 $2.425 Billion Senior Credit Facilities Commitiment Letter
Ex-99.3 $1.0 Billion Senior Credit Facility Commitment Letter

Item 2.02. Results Of Operations and Financial Condition.

     On October 13, 2005, HCA Inc. issued a press release announcing, among other matters, its preliminary results of operations for the third quarter ended September 30, 2005, the text of which is set forth as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

     On October 13, 2005, HCA Inc. issued a press release announcing, among other matters, its preliminary results of operations for the third quarter ended September 30, 2005, the text of which is set forth as Exhibit 99.1.

Item 8.01. Other Events.

Tender Offer

     On October 13, 2005, HCA Inc. issued a press release announcing the approval by its board of directors of the planned initiation on October 14, 2005 of a modified “Dutch” auction tender offer to purchase up to 50,000,000 shares of its outstanding common stock, par value $0.01 per share, at a price not greater than $50.00 nor less than $43.00 per share net to the seller in cash, without interest, the text of which is set forth as Exhibit 99.2. The full details of the tender offer will be set forth in the Offer to Purchase, Letter of Transmittal and related materials, which will be attached as exhibits (a)(1)(A) through (a)(1)(G), respectively, to the Schedule TO to be filed by the Company with the Securities and Exchange Commission on October 14, 2005 (the “Schedule TO”).

     We anticipate that we will obtain the funds necessary to purchase shares tendered in the Offer by utilizing approximately $500 million of cash on hand, by borrowing approximately $1 billion under our existing credit facility, as proposed to be amended, or pursuant to the terms and conditions contained in the Refinancing Commitment Letter (as defined below), and by borrowing approximately $1 billion pursuant to the terms and conditions of the Term Facility Commitment Letter (as defined below).

     Refinancing Commitment Letter. The Company is seeking an amendment to its existing credit facility to modify the compliance levels for the Company’s required ratio of consolidated total debt to consolidated capitalization. If the Company is unable to obtain the required amendment prior to the expiration date of the tender offer, the Company intends to replace the existing credit facility with a new credit facility. JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”) has committed, subject to the terms and conditions set forth in the Commitment Letter dated as of October 13, 2005, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank to the Company (the “Refinancing Commitment Letter”), to provide up to $2.425 billion in financing to the Company, consisting of two facilities (the “JPMorgan Facilities”): a senior term loan facility in an aggregate principal amount of $675 million (the “JPMorgan Term Facility”) and a senior revolving credit facility (including a competitive bid facility similar to the one provided in the Company’s existing bank credit facility) in an aggregate principal amount of $1.75 billion (the “JPMorgan Revolving Facility”). The JPMorgan Facilities will be used to refinance outstanding indebtedness under the Company’s existing credit facility and the related senior term loan facility and for general corporate purposes (including but not limited to the redemption or purchase of outstanding securities of the Company).

     The JPMorgan Term Facility will provide for a five year maturity and will amortize in non-ratable quarterly installments in years two through five. The JPMorgan Revolving Facility will provide for a five year maturity. Interest on the outstanding balances under the JPMorgan Revolving Facility is payable, at the Company’s option, at an alternate base rate (or “ABR” as that term is defined in the Refinancing Commitment Letter), or at the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 0.400% to 1.000% depending on the long-term unsecured debt rating of the Company. Interest on the outstanding balances under the JPMorgan Term Facility is payable, at the Company’s option, at the ABR plus a margin ranging from 0.000% to 0.250%, or at LIBOR plus a margin ranging from 0.500% to 1.250%, depending on the long-term unsecured debt rating of the Company.

     The Company may make optional prepayments of loans under the JPMorgan Facilities, in whole or in part, in minimum amounts of $5 million, without premium or penalty, and subject to the reimbursement of the lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings on a day other than the last day of the relevant interest period for that borrowing.

     JPMorgan Chase Bank’s obligation to make the loans described above is subject to customary conditions precedent and, among others:

• the repayment and termination of the existing bank credit facility of the Company;

• there shall not have occurred or become known to JPMorgan Chase Bank any condition or change in the financial condition of the Company and its subsidiaries, taken as a whole, that is material and adverse;

• JPMorgan Chase Bank not becoming aware of any information or other matter affecting the Company and its subsidiaries, taken as a whole, that is material and adverse and is inconsistent with any such information or other matter disclosed to it prior to the date of the Refinancing Commitment Letter;

• A minimum long-term unsecured debt rating from Standard & Poor’s Ratings Group and Moody’s Investor Service of at least BB+ and Ba2, respectively (with a stable outlook);

• the absence of any continuing default under the definitive loan documents; and

• the accuracy of all representations and warranties made in the definitive loan documents, including the absence of a material adverse change in the business or assets or in the condition, financial or otherwise, of the Company and its subsidiaries, on a consolidated basis.

     The terms of the JPMorgan Facilities will provide for customary representations and warranties and negative and affirmative covenants, and will also include customary events of default such as payment defaults, cross-defaults to other indebtedness of the Company, bankruptcy and insolvency, and a change in control.

     JPMorgan Chase Bank and J.P. Morgan Securities Inc. have the ability to syndicate, before or after the consummation of the tender offer, the JPMorgan Facilities to a group of financial institutions, in consultation with the Company. We currently expect to repay amounts borrowed under the JPMorgan Facilities, if any, from the anticipated net proceeds from the sale of notes to be offered in one or more public or private offerings and/or from available cash flow or the proceeds of other borrowings from time to time.

     We expect that any undrawn funds under the JPMorgan Facilities, following the consummation of the tender offer and the repayment of amounts required to terminate our existing credit facility, will be generally available to meet our business needs.

     Term Facility Commitment Letter. JPMorgan Chase Bank and Merrill Lynch Capital Corporation have each individually committed, subject to the terms and conditions set forth in the Commitment Letter dated as of October 13, 2005, from J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank and Merrill Lynch Capital Corporation to the Company (the “Term Facility Commitment Letter” and, together with the JPMorgan Commitment Letter, the “Commitment Letters”), to provide to the Company 50% of a senior term loan facility of up to $1 billion (the “JPMorgan/Merrill Term Facility”). The JPMorgan/Merrill Term Facility will be used to finance the consummation of the Offer.

     The JPMorgan/Merrill Term Facility will provide for a six month maturity. Interest on the outstanding balances under the JPMorgan/Merrill Term Facility is payable, at the Company’s option, at an alternate base rate (or “ABR” as that term is defined in the Term Facility Commitment Letter) or at LIBOR, in each case plus the margin applicable to such loans under the Company’s credit facility as of the date of closing of the JPMorgan/Merrill Term Facility.

     The terms of the JPMorgan/Merrill Term Facility will provide for customary mandatory prepayment provisions.

     The Company may make optional prepayments of loans under the JPMorgan/Merrill Term Facility, in whole or in part, without premium or penalty, and subject to the reimbursement of the lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings on a day other than the last day of the relevant interest period for that borrowing.

     JPMorgan Chase Bank’s and Merrill Lynch Capital Corporation’s obligations to make the loans described above are subject to customary conditions precedent and, among others:

• either (i) the execution and delivery of the amendment to the Company’s existing credit facility discussed above, or (ii) the termination of the Company’s existing credit facility and the execution and delivery of definitive documentation for the JPMorgan Facilities;

• there shall not have occurred or become known to JPMorgan Chase Bank and Merrill Lynch Capital Corporation any condition or change in the financial condition of the Company and its subsidiaries taken as a whole that is material and adverse;

• JPMorgan Chase Bank and Merrill Lynch Capital Corporation not becoming aware of any information or other matter affecting the Company and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to them prior to the date of the Term Facility Commitment Letter;

• A minimum long-term unsecured debt rating from Standard & Poor’s Ratings Group and Moody’s Investor Service of at least BB+ and Ba2, respectively (with a stable outlook);

• the absence of any continuing default under the definitive loan documents; and

• the accuracy of all representations and warranties made in the definitive loan documents, including the absence of a material adverse change in the business or assets or in the condition, financial or otherwise, of the Company and its subsidiaries, on a consolidated basis.

     The terms of the JPMorgan/Merrill Term Facility will provide for customary representations and warranties and negative and affirmative covenants, and will also include customary events of default such as payment defaults, cross-defaults to other indebtedness of the Company, bankruptcy and insolvency, and a change in control.

     JPMorgan Chase Bank, J.P. Morgan Securities Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated have the ability to syndicate, before or after the consummation of the Offer, the JPMorgan/Merrill Term Facility to a group of financial institutions, in consultation with the Company. We currently intend to repay amounts borrowed under the JPMorgan/Merrill Term Facility from the anticipated net proceeds from the sale of notes to be offered in one or more public or private offerings and/or from available cash flow, the anticipated proceeds from the sale of ten hospitals or the proceeds of other borrowings from time to time.

     The descriptions of the provisions of the Commitment Letters set forth above are qualified in their entirety by reference to the full and complete text of the Commitment Letters, which are attached hereto as exhibits 99.3 and 99.4, respectively.

Governmental Investigations

     As previously disclosed, on September 22, 2005, the Company received a subpoena from the Office of the United States Attorney for the Southern District of New York seeking the production of documents. On September 28, 2005, HCA was informed that the SEC had issued a formal order of investigation. Both the subpoena and the formal order of investigation relate to trading in the Company’s securities. The Company intends to cooperate fully with these investigations.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number		Description
	99.1	Press Release dated October 13, 2005.
	99.2	Press Release dated October 13, 2005.
	99.3	$2.425 Billion Senior Credit Facilities Commitment Letter, dated October 13, 2005, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
	99.4	$1.0 Billion Senior Credit Facility Commitment Letter, dated October 13, 2005, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and Merrill Lynch Capital Corporation.

SIGNATURES

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

HCA INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Executive Vice President and Chief Financial Officer

Date: October 13, 2005

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release dated October 13, 2005.
	99.2	Press Release dated October 13, 2005.
	99.3	$2.425 Billion Senior Credit Facilities Commitment Letter, dated October 13, 2005, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
	99.4	$1.0 Billion Senior Credit Facility Commitment Letter, dated October 13, 2005, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and Merrill Lynch Capital Corporation.

EX-99.1

EXHIBIT 99.1

HCA news

	FOR IMMEDIATE RELEASE
INVESTOR CONTACT:		Media Contact:
Mark Kimbrough		Jeff Prescott
615-344-2688		615-344-5708

HCA Previews Third Quarter Results
Announces $2.5 Billion Share Repurchase Authorization
Earnings Guidance Provided for 2005 and 2006

Nashville, Tenn., October 13, 2005 — HCA (NYSE: HCA) announced today that it expects its earnings for the third quarter ended September 30, 2005 to range from approximately $0.61 to $0.63 per diluted share. The quarterly results include an estimated adverse financial impact from hurricanes Katrina and Rita of approximately $33 million pretax, or $0.05 per diluted share. Third quarter results are also expected to include a tax benefit of approximately $22 million, or $0.05 per diluted share, from the repatriation of foreign earnings.

Announcement of $2.5 Billion Share Repurchase

The Company also announced in a separate release this morning that the Board has authorized a share repurchase of up to $2.5 billion in the form of a modified “Dutch” auction tender offer to purchase up to 50 million shares of the Company’s common stock at a price not greater than $50.00 nor less than $43.00 per share. The tender offer is expected to commence on October 14, 2005 and to expire, unless extended, at 5:00 p.m., New York City time, on November 14, 2005. As of September 30, 2005, the Company had 452.7 million shares of common stock outstanding.

“The tender offer we are announcing today is consistent with the Company’s commitment to enhancing shareholder value and reflects our confidence in the long-term future of HCA,” stated Jack O. Bovender, Jr., HCA Chairman and CEO. “The tender offer represents an opportunity for the Company to deliver value to shareholders who elect to tender their shares, while at the same time increasing the proportional ownership of non-tendering shareholders in HCA. We believe the Company possesses the financial strength to successfully complete the tender offer and the related borrowings without jeopardizing future capital investments in our existing hospitals and communities.”

1

“HCA management and our Board have undertaken a review of the Company’s strategic plan, its use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using the Company’s available financial resources. Based upon its review, the Board determined that increasing the Company’s financial leverage to fund the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders,” concluded Bovender.

Preliminary Third Quarter Results

While the Company expects to report actual results for its third quarter on October 25, 2005, preliminary results indicate that net income per diluted share will range from approximately $0.61 to $0.63 for the quarter ended September 30, 2005, compared to $0.47 per diluted share for the prior year’s third quarter. Results for the third quarter of 2004 included an adverse financial impact to certain HCA Florida hospitals from four hurricanes of $0.05 per diluted share, and an asset impairment charge of $0.02 per diluted share.

During the third quarter of 2005, certain HCA hospitals in Louisiana, Mississippi and Texas encountered property damage and business disruption associated with hurricanes Katrina and Rita. The Company has incurred costs of approximately $33 million pretax, or $0.05 per diluted share, net of estimated insurance recoveries, as a result of the effects of hurricane-related power outages, flooding and wind damage and physician and patient dislocation and evacuation costs, along with contributions to the HCA Hope Fund
($4 million) for employees in crisis and the American Red Cross ($1 million).

Also during the third quarter of 2005, the HCA Board of Directors authorized the repatriation of approximately $190 million of accumulated earnings from HCA’s international subsidiaries. A provision of the American Jobs Creation Act allows a one-year reduced tax rate of 5.25 percent on repatriated foreign earnings. HCA expects to report an estimated tax benefit of approximately $22 million, or $0.05 per diluted share, in the third quarter of 2005, related to the expected repatriation.

For the third quarter of 2005, the Company expects to report revenues of approximately $6.0 billion. Same facility revenues increased approximately 4.6 percent in the third quarter. Preliminary results indicate same facility revenue per equivalent admission for the third quarter increased approximately 3.4 percent, compared to the prior year’s third quarter. Adjusting for discounts provided to uninsured patients of $238 million, same facility revenues increased 8.8 percent and same facility revenue per equivalent admission increased 7.6 percent in the third quarter of 2005 compared to the same period of 2004.

Same facility admissions decreased approximately 0.7 percent and same facility equivalent admissions increased approximately 1.1 percent in the third quarter of 2005, as compared to the third quarter of 2004. Admission and equivalent admission levels at certain of the Company’s hospitals were impacted by hurricanes in the third quarters of

2

both 2004 and 2005, making it somewhat difficult to compare volumes from year to year. For the nine months ended September 30, 2005, same facility admissions were flat and equivalent admissions increased 1.5 percent.

The Company’s provision for doubtful accounts for the third quarter of 2005 is expected to approximate $618 million or 10.3 percent of revenues, compared to $688 million or 11.9 percent of revenues in the prior year’s third quarter. On a same facility basis, uninsured admissions in the third quarter of 2005 are expected to reflect an increase of approximately 15 percent and emergency room visits an increase of approximately 14 percent over the third quarter of 2004. Uninsured admissions represented 5.6 percent of total same facility admissions in the third quarter of 2005 compared to 5.0 percent in the third quarter of 2004. Same facility uninsured emergency room visits represented 21.5 percent of total same facility emergency room visits in the quarter compared to 19.7 percent in the same period last year.

For the third quarter, the Company expects to report, as a percentage of revenues (not adjusted for uninsured discounts of $238 million), salaries and benefits of approximately 41.2 percent; supply costs of approximately 16.8 percent; other operating expenses of approximately 17.1 percent; and expects to report gains on investments of approximately $21 million and equity in earnings of affiliates of approximately $44 million. Shares used in computing diluted earnings per share were approximately 455 million shares in the third quarter of 2005 compared to approximately 488 million shares in the prior year.

Revised 2005 Earnings Guidance

The Company believes that its full year 2005 reported earnings will range from $3.10 to $3.20 per diluted share. This range and the “per diluted share” amount of the following items that are included in the Company’s 2005 earnings guidance do not include any potential impact related to the completion of the announced $2.5 billion share repurchase:

• Favorable tax settlement related to the Company’s divestiture of certain non-core business units in 1998 and 2001 of $48 million, or $0.11 per diluted share (recorded in the second quarter).

• Recognition of a previously deferred gain on the Company’s sale of certain medical office buildings of $29 million pretax, or $0.04 per diluted share (recorded in the second quarter).

• Reduction in the Company’s estimated professional liability insurance reserves of $36 million pretax, or $0.05 per diluted share (recorded in the second quarter).

• Additional depreciation expense of $30 million pretax, or $0.04 per diluted share to correct accumulated depreciation and assure a consistent application of the Company’s accounting policy relative to certain short-lived medical equipment (recorded in the second quarter).

• Adverse financial impact of $33 million pretax, or $0.05 per diluted share, due to hurricanes Katrina and Rita (recorded in the third quarter).

• Tax benefit of $22 million, or $0.05 per diluted share, from the expected repatriation of foreign earnings (recorded in the third quarter).

3

• Anticipated gain on the sale of 5 hospitals to Capella Healthcare of approximately $55 million pretax, or $0.05 per diluted share (anticipated in the fourth quarter).

• Anticipated actuarial reduction in the Company’s professional liability insurance reserves of approximately $20 million pretax, or $0.03 per diluted share (anticipated in the fourth quarter).

There can be no assurances that the sale of the 5 hospitals will be completed by December 31, 2005, nor that the anticipated reduction in professional liability insurance reserves will be realized in the fourth quarter of 2005.

2006 Earnings Guidance

The Company’s earnings guidance for 2006 is an anticipated range of $3.25 to $3.45 per diluted share. The following items are included in the Company’s 2006 earnings guidance:

• An estimated $0.17 to $0.22 per diluted share benefit from the $2.5 billion share repurchase (fewer shares outstanding partially offset by higher interest expense), which will vary depending on the final results of the tender offer.

• Additional compensation costs of $35 million, or $0.05 per diluted share, due to the implementation on January 1, 2006, of FASB Statement No. 123(R), “Share-Based Payment”.

• Completion of the sale of 5 hospitals to LifePoint Hospitals, Inc. for a gain of approximately $105 million pretax or $0.13 per diluted share during the first quarter of 2006.

• Revenue increase of approximately 6 to 7 percent on a same facility basis.

• Continuing increases in uninsured admissions, resulting in increases in the Company’s provision for doubtful accounts.

Numerous other factors, many of which are beyond the ability of the Company to control or predict, will determine the Company’s actual results in 2006. Management believes the most significant of such factors are hospital inpatient and outpatient volumes, levels of uninsured patients receiving services at the Company’s facilities, the ability to collect uninsured accounts and deductibles and co-pay amounts for insured accounts, and the potential adverse impact from future hurricanes or other disasters.

Final Third Quarter Results Expected October 25

HCA expects to report final results for the third quarter on October 25, 2005 before the opening of trading on the New York Stock Exchange.

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of HCA’s common stock. The tender offer referred to herein is made only through an Offer to Purchase, a Letter of Transmittal and other related materials, as they may be amended or supplemented from time to time. Investors and security holders are strongly advised to read the Offer to Purchase, the Letter of Transmittal and other related materials because they contain important information. Investors and security holders

4

may obtain a free copy of the Offer to Purchase, the Letter of Transmittal and other related materials on the SEC’s web site at: http://www.sec.gov. The Offer to Purchase, the Letter of Transmittal and other related materials may also be obtained for free by directing such requests to the Information Agent at the address and telephone number on the back cover of the Offer to Purchase.

######

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact, including our estimated results of operations for the quarter ended September 30, 2005, which are subject to finalization, earnings guidance for future periods, and the expected results of the tender. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares tendered and the price at which the Company determines to purchase shares in the tender offer, (ii) the availability and cost of adequate financing on terms acceptable to the Company, including the ability of the Company to successfully amend its existing credit facility or to refinance it pursuant to the terms and conditions in the related commitment letter and to obtain the necessary financing for the tender offer pursuant to the terms contained in the commitment letter from JPMorgan and Merrill Lynch, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the continuing impact of the hurricanes on the Company’s affiliated Louisiana, Mississippi and Texas facilities and the ability to obtain recoveries under the Company’s insurance policies, (vii) the efforts of insurers, health care providers and others to contain health care costs, (viii) possible changes in the Medicare, Medicaid and other state programs that may impact reimbursements to health care providers and insurers, (ix) the outcome of governmental investigations by the United States Attorney for the Southern District of New York and the SEC, (x) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (xi) potential liabilities and other claims that may be asserted against the Company, (xii) fluctuations in the market value of the Company’s common stock, (xiii) the impact of the Company’s charity care and uninsured discounting policy changes, (xiv) changes in accounting practices, (xv) changes in general economic conditions, (xvi) future divestitures which may result in charges, (xvii) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xviii) the availability and terms of capital to fund the expansion of the Company’s business, (xix) changes in business strategy or development plans, (xxi) delays in receiving payments for services provided, (xx) the possible enactment of Federal or state health care reform, (xxii) the outcome of pending and any future tax audits, appeals and litigation associated with the Company’s tax positions, (xxiii) the outcome of the

5

Company’s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company’s corporate integrity agreement with the government, (xxiv) changes in Federal, state or local regulations affecting the health care industry, (xxv) the ability of the Company to consummate successfully the divestitures of ten hospitals on a timely basis and in accordance with the definitive agreements entered into with LifePoint Hospitals, Inc. and Capella Healthcare, (xxvi) the ability to develop and implement the payroll and human resources information systems within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, and (xxvii) other risk factors detailed in the Company’s filings with the SEC. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

6

EX-99.2

EXHIBIT 99.2

HCA news

	FOR IMMEDIATE RELEASE
Investor Contact:		Media Contact:
Mark Kimbrough		Jeff Prescott
(615) 344-2688		(615) 344-5708

HCA Inc. Announces
Offer to Repurchase up to 50,000,000 of its Shares

NASHVILLE, Tenn., October 13, 2005 — HCA (NYSE: HCA) announced today that its Board of Directors has approved the initiation of a modified “Dutch” auction tender offer to purchase up to 50,000,000 shares of its outstanding common stock at a price not greater than $50.00 nor less than $43.00 per share, net to the seller in cash, without interest. The tender offer is expected to commence on October 14, 2005 and to expire, unless extended, at 5:00 p.m., New York City time, on November 14, 2005. As of September 30, 2005, the Company had approximately 452.7 million shares of common stock outstanding.

In the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $43.00 to $50.00 price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, HCA will determine the lowest per share price within the range that will enable it to buy 50,000,000 shares, or such lesser number of shares as are properly tendered. If shareholders holding in the aggregate more than 50,000,000 shares properly tender their shares at or below the determined price per share, HCA will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis, as will be specified in the offer to purchase relating to the tender offer that will be distributed to shareholders. Shareholders whose shares are purchased in the tender offer will be paid the determined price per share, net in cash, without interest, promptly following the expiration of the tender offer period, as it may be extended. HCA will return all shares not purchased to the shareholders tendering such shares free of charge after the expiration of the tender offer, as it may be extended. The tender offer will not be contingent upon any minimum number of shares being tendered. The tender offer will be subject to a number of other terms and conditions, including the financing condition described below, as will be specified in the offer to purchase.

“The tender offer we are announcing today is consistent with the Company’s commitment to enhancing shareholder value and reflects our confidence in the long-term future of HCA,” stated Jack O. Bovender, Jr., HCA Chairman and CEO. “The tender offer represents an opportunity for the Company to deliver value to shareholders who elect to tender their shares, while at the same time increasing the proportional ownership of non-tendering shareholders in HCA. We believe the Company possesses the financial strength to successfully complete the tender offer and the related borrowings without jeopardizing future capital investments in our existing hospitals and communities.”

1

“With the assistance of management and outside advisors, our Board has undertaken a review of the Company’s strategic plan, its use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using the Company’s available financial resources. Based upon its review, the Board determined that increasing the Company’s financial leverage to fund the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders,” Bovender continued.

HCA anticipates that it will obtain the funds necessary to purchase shares tendered in the tender offer by utilizing approximately $500 million of cash on hand and by borrowing approximately $1 billion from the Company’s existing revolving credit facility. In addition, the Company has obtained a commitment letter from JPMorgan and Merrill Lynch for a $1 billion short term loan facility which will also be used to finance the tender offer. In connection with the tender offer, HCA is seeking an amendment to its existing revolving credit facility and the related senior term loan to modify the compliance levels for its required ratio of consolidated total debt to consolidated capitalization. If the Company is unable to obtain the required amendment prior to the expiration of the tender offer, the Company has obtained a commitment letter from JPMorgan and intends to enter into a new $2.425 billion credit facility to replace its existing credit facility. While the Company has obtained commitments for the $1 billion short term loan facility and the new $2.425 billion credit facility, if needed, these commitments are contingent on the satisfaction of various conditions. Accordingly, in addition to other customary conditions, the tender offer will be subject to HCA amending its existing credit facility or refinancing it pursuant to the terms and conditions contained in the commitment letter with JPMorgan and obtaining the $1 billion short term loan facility pursuant to the terms and conditions contained in the commitment letter with JPMorgan and Merrill Lynch.

HCA’s Board of Directors has approved the tender offer because it has concluded that increasing the Company’s indebtedness to fund the tender offer is a prudent use of HCA’s financial resources and an effective means of providing value to HCA’s shareholders. However, none of HCA, its Board of Directors, the lead dealer manager, the dealer manager, the information agent or the depositary is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares into the tender offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares. Our directors and executive officers have advised us that they do not intend to tender shares pursuant to the tender offer.

Merrill Lynch & Co. is the Company’s financial advisor. The lead dealer manager for the tender offer is Merrill Lynch & Co., the dealer manager is J.P. Morgan Securities Inc., the information agent is Georgeson Shareholder Communications, Inc., and the depositary is National City Bank. The offer to purchase, letter of transmittal and related documents will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of HCA common stock.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of the tender offer, including complete instructions on how to tender shares, along with the letter of transmittal and related materials, are expected to be mailed to shareholders on October 14, 2005. Shareholders should read carefully the offer to purchase, the letter of transmittal and the other related materials when they are available because

2

they will contain important information. Shareholders may obtain free copies (when available) of the offer to purchase and other documents that will be filed by HCA with the Securities and Exchange Commission (the “SEC”) at the SEC’s web site at www.sec.gov or from the information agent, Georgeson Shareholder Communications, Inc., at (888) 264-7052. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

####

Cautionary Note Regarding Forward-looking Statements

This press release contains forward-looking statements based on current management expectations, including statements regarding the Company’s objectives and expectations regarding the benefits that the tender offer may provide to the Company and its shareholders.

Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares tendered and the price at which the Company determines to purchase shares in the tender offer, (ii) the availability and cost of adequate financing on terms acceptable to the Company, including the ability of the Company to successfully amend its existing credit facility or to refinance it pursuant to the terms and conditions in the related commitment letter and to obtain the necessary financing for the tender offer pursuant to the terms contained in the commitment letter from JPMorgan and Merrill Lynch, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the continuing impact of the hurricanes on the Company’s affiliated Louisiana, Mississippi and Texas facilities and the ability to obtain recoveries under the Company’s insurance policies, (vii) the efforts of insurers, health care providers and others to contain health care costs, (viii) possible changes in the Medicare, Medicaid and other state programs that may impact reimbursements to health care providers and insurers, (ix) the outcome of governmental investigations by the United States Attorney for the Southern District of New York and the SEC, (x) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (xi) potential liabilities and other claims that may be asserted against the Company, (xii) fluctuations in the market value of the Company’s common stock, (xiii) the impact of the Company’s charity care and uninsured discounting policy changes, (xiv) changes in accounting practices, (xv) changes in general economic conditions, (xvi) future divestitures which may result in charges, (xvii) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xviii) the availability and terms of capital to fund the expansion of the Company’s business, (xix) changes in business strategy or development plans, (xxi) delays in receiving payments for services provided, (xx) the possible enactment of Federal or state health care reform, (xxii) the outcome of pending and any future tax audits, appeals and litigation associated with the Company’s tax positions, (xxiii) the outcome of the Company’s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company’s corporate integrity agreement with the government, (xxiv) changes in Federal, state or local regulations affecting the health care industry, (xxv) the ability of the Company to consummate successfully the divestitures of ten

3

hospitals on a timely basis and in accordance with the definitive agreements entered into with LifePoint Hospitals, Inc. and Capella Healthcare, (xxvi) the ability to develop and implement the payroll and human resources information systems within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, and (xxvii) other risk factors detailed in the Company’s filings with the SEC. Ma ny of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Notwithstanding any statement in this press release, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

4

EX-99.3

Exhibit 99.3

J.P. MORGAN SECURITIES INC.
JPMORGAN CHASE BANK, N.A.
270 Park Avenue
New York, New York 10017

October 13, 2005

$2,425,000,000 Senior Credit Facilities

Commitment Letter

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203

Attention:	David G. Anderson
	Senior Vice President, Finance & Treasurer

     Gentlemen:

     You have advised J.P. Morgan Securities Inc. (“JPMorgan”) and JPMorgan Chase Bank, N.A. (“JPMCB”) that HCA Inc., a Delaware corporation (the “Borrower” or “you”) intend to redeem or purchase outstanding securities of the Borrower in the aggregate principal amount of $2,500,000,000 (the “Tender Offer”), which is expected to be financed with (i) $1,000,000,000 of borrowings of revolving loans under the Existing Credit Agreement (as defined below) or under the Refinancing Facility (as defined below), (iii) $1,000,000,000 of borrowings under an interim term loan facility and (iii) $500,000,000 of cash on hand. In addition, in connection with the Tender Offer, you are requesting an amendment (the “Amendment”) to the $2,500,000,000 Credit Agreement, dated as of November 9, 2004 (the “Existing Credit Agreement”), among the Borrower, the banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent, and the other agents named therein, that adjusts the consolidated total debt to consolidated total capitalization ratio as contemplated by the Term Sheet (as hereinafter defined). You have also requested JPMCB to commit to refinance the full aggregate principal amount of the outstanding facilities under the Existing Credit Agreement in the event that the Lenders do not provide such requisite consents (such new credit facilities, the “Refinancing Facility”).

     JPMorgan is pleased to advise you that it is willing to act as exclusive advisor, lead arranger and bookrunner for the Refinancing Facility and the Amendment, as the case may be. JPMCB is pleased to advise you of its commitment to provide the entire amount of Refinancing Facility upon terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Statement of Terms and Conditions

2

relating to the Refinancing Facility attached hereto as Exhibit A (the “Term Sheet”) or, as the case may be, to consent to the Amendment as a Lender under the Existing Credit Agreement.

     It is agreed that JPMorgan will act as the sole and exclusive advisor, lead arranger and bookrunner for the Refinancing Facility and the Amendment, as the case may be (in such capacities, the “Lead Arranger”) and that JPMCB act as the sole administrative agent for the Refinancing Facility. You agree that, as a condition to the commitments and agreements hereunder, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation will be paid in connection with the Refinancing Facility or the Amendment, as the case may be, unless you and we shall so agree.

     JPMCB intends to syndicate the Refinancing Facility, if any, to a group of financial institutions identified by JPMCB and JPMorgan, in consultation with you (together with JPMCB, the “Lenders”). You agree to participate with JPMorgan in arranging the syndicate for the Refinancing Facility, if any. In connection with our syndication of the Refinancing Facility or our arranging the Amendment, as the case may be, you agree to provide JPMorgan, promptly upon request, with all information reasonably deemed necessary by it and reasonably available to you. At the request of JPMorgan, you agree to assist in the preparation of an information package and presentation. You agree to coordinate any other financing by you and your affiliates with the syndication of the Refinancing Facility, if any. You further agree to make appropriate officers and representatives of the Borrower and its subsidiaries available to participate in information meetings at such times and places as JPMorgan may reasonably request. You will use your good faith efforts to enable the syndication of the Refinancing Facility or the completion of the Amendment, as the case may be, to benefit from your existing banking relationships. Except as otherwise agreed to among the parties hereto, you agree that no lender will receive any compensation of any kind for its participation in the Refinancing Facility or the Amendment, as the case may be, except as expressly provided for in this letter or in the Fee Letter referred to below.

     You represent and warrant that (a) all information (other than information described in the following clause (b)), taken as a whole, that has been or is hereafter made available to JPMCB by you or any of your representatives in connection with the transactions contemplated hereby is and will be complete and correct in all material respects and does not and will not 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) all financial projections, financial statements or other materials describing the structure of the proposed transactions that have been or are hereafter prepared by you and made available to JPMCB or any other participant in the Refinancing Facility or the Amendment have been or will be prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance is or can be given that any projections will be realized). In syndicating the Refinancing Facility or arranging the Amendment, as the case may be, JPMCB will be using and relying on such information and projections without independent verification thereof.

3

     JPMCB’s commitment to provide the Refinancing Facility and JPMorgan’s agreement to arrange for the syndication of the Refinancing Facility or, as the case may be, JPMorgan’s agreement to the arrange the Amendment is based upon (i) the assumption that there shall not have occurred or become known to us after the date hereof any condition or change in the financial condition of the Borrower and its subsidiaries taken as a whole that is material and adverse, (ii) our not becoming aware after the date hereof of any information or other matter affecting the Borrower and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to us prior to the date hereof and (iii) with respect to the Refinancing Facility, the other conditions set forth or referred to in the Term Sheet. For the avoidance of doubt, our knowledge as of the date hereof shall include information and other matters contained in filings by the Borrower with the Securities and Exchange Commission prior to the date hereof.

     The documentation for the Refinancing Facility or the Amendment, as the case may be, shall be negotiated by and among JPMorgan, JPMCB and you and shall contain (i) with respect to the Refinancing Facility, the terms and conditions set forth in the Term Sheet, (ii) with respect to the Amendment, the terms described above, and (iii) such other related terms and conditions as shall be reasonably satisfactory in all respects to JPMorgan, JPMCB and you.

     The reasonable out-of-pocket costs and expenses of JPMorgan and JPMCB (including, without limitation, the reasonable fees and expenses of counsel to JPMCB and JPMorgan’s syndication of the Refinancing Facility, if any, and other reasonable out-of-pocket expenses) arising in connection with the preparation, execution and delivery of this letter and (i) with respect to the Refinancing Facility, the definitive financing agreements or (ii) with respect to the Amendment, the Amendment and any related documentation, shall be for your account. You further agree to indemnify and hold harmless JPMCB and each director, officer, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this letter or the syndication and financing of the Refinancing Facility or the arrangement of the Amendment or any related transaction contemplated hereby, including, without limitation, Losses consisting of reasonable legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they result from the gross negligence, bad faith or willful misconduct of such Indemnified Person. Your obligations under this paragraph with respect to periods prior to termination shall remain effective whether or not definitive financing documentation is executed and notwithstanding any termination of this letter. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Refinancing Facility or the Amendment, as the case may be.

     You acknowledge that JPMorgan and its affiliates (the term “JPMorgan” as used below in this paragraph being understood to include such affiliates) may be providing debt

4

financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests. JPMorgan will not use non-public or confidential information obtained from you by virtue of this transaction or its other relationships with you in connection with the performance by JPMorgan of services for other companies, and JPMorgan will not furnish any such information to other companies. You also acknowledge that JPMorgan has no obligation to use in connection with this transaction, or to furnish to you, non-public or confidential information obtained from other companies.

     This letter shall not be assignable by you without the prior written consent of JPMorgan and JPMCB (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. JPMorgan and JPMCB may share information obtained in connection with this letter with their affiliates, and each may perform its agreements or fulfill its commitment hereunder in conjunction with such affiliates. Any such affiliate shall be entitled to the benefits and be subject to the terms of this letter. This letter may not be amended or waived except by an instrument in writing signed by you, JPMorgan and JPMCB. This 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 signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

     The provisions of this letter are supplemented as set forth in a separate fee letter dated the date hereof from us to you (the “Fee Letter”) and are subject to the terms of such Fee Letter. By executing this letter, you acknowledge that this letter and the Fee Letter are the only agreements among JPMorgan, JPMCB and you with respect to the Refinancing Facility and the Amendment, and set forth the entire understanding of the parties with respect thereto. Neither this letter nor the Fee Letter may be changed except pursuant to a writing signed by each of the parties hereto. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

     This letter is delivered to you on the understanding that neither this letter, the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without the prior written consent of JPMorgan or JPMCB except (i) to your employees, agents and advisors who are directly involved in the consideration of this matter, (ii) after your acceptance hereof, this letter and its terms and conditions may be disclosed in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, in proxy and other materials disseminated to stockholders and in connection with any rating agency review (it being understood that you will not disclose the Fee Letter pursuant to this clause (ii)) or (iii) with notice to JPMorgan or JPMCB, as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law, rule or regulation. Notwithstanding the foregoing, you may issue a press release or make other public disclosures of the existence and aggregate amount of the commitments hereunder.

     If you are in agreement with the foregoing, please sign and return to us the enclosed copies of this letter and the Fee Letter by 5:00 P.M., New York City time, on October

5

14, 2005. This letter, and the commitments and agreements contained herein, will terminate on December 1, 2005, unless extended or unless definitive documentation with respect to the Refinancing Facility or the Amendment, as the case may be, has been executed and delivered. It is understood and acknowledged that this letter and the Fee Letter remain subject to approval by your Board of Directors.

6

     We appreciate your working with us on this transaction and look forward to its successful completion.

Very truly yours,
J.P. MORGAN SECURITIES INC.
By:	/s/ James Ely, III
	Name: James Ely, III
	Title: Managing Director
JPMORGAN CHASE BANK, N.A.
By:	/s/ Dawn Lee Lum
	Name: Dawn Lee Lum
	Title: Vice President

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

HCA INC.
By:	/s/ David G. Anderson
	Name: David G. Anderson
	Title: Senior Vice President — Finance and Treasurer

Exhibit A

HCA INC.

$2,425,000,000 Senior Credit Facilities

Statement of Terms and Conditions

BORROWER:	HCA Inc., a Delaware corporation (the “Borrower”).
AMOUNT AND TYPE OF FACILITIES:	Five-year revolving credit facility (the “Revolving Facility”) in the amount of $1,750,000,000.
	Five-year term loan facility (the “Term Loan Facility”; together with the Revolving Facility, the “Refinancing Facility”) in an aggregate principal amount of $675,000,000. The Term Loan Facility shall be repayable in 16 consecutive quarterly installments, commencing on March 31, 2007 and ending on the date that is five years after the Closing Date (as defined below), in an aggregate amount for each 12-month period set forth below equal to the amount set forth opposite such period (with installments during each such period being equal in amount):

Period	Principal Amount
Year 1		—
Year 2	$	67,500,000
Year 3	$	101,250,000
Year 4	$	168,750,000
Year 5	$	337,500,000

PURPOSE:

For refinancing the existing outstandings under the $2,500,000,000 Credit Agreement, dated as of November 9, 2004 (the “Existing Credit Agreement”), among the Borrower, the banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and the other agents named therein and for general corporate purposes (including but not limited to the redemption or purchase of outstanding securities of the Borrower).

SOLE ADVISOR, LEAD ARRANGER AND BOOKRUNNER:

JPMorgan Securities Inc. (“JPMorgan”)

8

ADMINISTRATIVE AGENT:	JPMorgan Chase Bank, N.A. (“JPMCB” or the “Administrative Agent”).
LENDERS:	A syndicate of banks and other financial institutions including JPMCB, arranged by JPMorgan (collectively, the “Lenders”).
AVAILABILITY:	The proceeds of the Term Loan Facility will be advanced in a single drawing on the Closing Date (as defined below). The Revolving Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the “Revolving Termination Date”).
LETTERS OF CREDIT:	A portion of the Revolving Facility not in excess of $250,000,000 shall be available for the issuance of letters of credit (the “Letters of Credit”) by JPMCB (in such capacity, the “Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance and (b) five business days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above).
	Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) on the next succeeding business day following notice to the Borrower of such drawing. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis.
COMPETITIVE LOANS:	The Borrower shall have the option to request that the Lenders bid for loans (“Competitive Loans”) bearing interest at a stated rate or a margin over the eurodollar rate, with specified maturities ranging from 7 to 360 days. Each Lender shall have the right, but not the obligation, to submit bids at its discretion. The Borrower, by notice given four business days in advance in the case of eurodollar rate bids and one business day in advance in the case of stated rate bids, shall specify the proposed date of borrowing, the interest period, the amount of the Competitive Loan and the maturity date thereof, the interest rate basis to be used by the Lenders in bidding and such other terms as the Borrower may specify. The Agent shall advise the Lenders of the terms of the Borrower’s notice, and, subject to acceptance by the Borrower, bids shall be allocated to each Lender in ascending order from the lowest

9

	bid to the highest bid acceptable to the Borrower. While Competitive Loans are outstanding, the available commitments under the Revolving Facility shall be reduced by the aggregate amount of such outstanding Competitive Loans.
FEES AND INTEREST RATES:	As set forth on Annex I.
NOTICE OF BORROWING:	The Borrower must provide notice to the Agent prior to any proposed borrowing under the Refinancing Facility as follows:
	Eurodollar Loans: three business days ABR Loans: same business day
OPTIONAL
PREPAYMENTS:	ABR Loans may be prepaid at any time without penalty. Eurodollar Loans may be prepaid on the last day of the relevant interest period or at any time, subject to “breakage cost” reimbursement. Partial prepayments of Loans shall be in minimum amounts of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
RESERVE REQUIREMENTS; YIELD PROTECTION:	The rate quoted as the Eurodollar Rate will be grossed-up for the maximum reserve requirements then in effect for eurocurrency liabilities. In addition, the definitive financing agreement will contain customary provisions relating to increased costs, capital adequacy protection, withholding and other taxes and illegality. Such provisions will be substantially similar to those set forth in the Existing
	Credit Agreement.
REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT; AFFIRMATIVE AND NEGATIVE COVENANTS; EVENTS OF DEFAULT:	Substantially similar to those set forth in the Existing Credit Agreement except that the ratio of consolidated total debt to consolidated total capitalization will be 75% through September 30, 2005, 80% from October 1, 2005 through December 30, 2006, 75% from December 31, 2006 through December 30, 2007, 70% from December 31, 2007 through December 30, 2008 and 65% from December 31, 2008 and thereafter.

10

CONDITIONS PRECEDENT
The availability of the Refinancing Facility will be conditioned upon conditions substantially similar to those in the Existing Credit Agreement and satisfaction of the following conditions precedent as of the closing date (such date, the “Closing Date”):

(a)	The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Existing Credit Agreement shall have been terminated (other than any outstanding letters of credit which will roll over into the new facility); and
(b)	A minimum long-term unsecured debt rating for the Borrower from S&P and Moody’s of at least BB+ and Ba2, respectively (with a stable outlook).

ASSIGNMENTS AND PARTICIPATIONS:	The Borrower may not assign its rights or obligations under the Refinancing Facility without the prior written consent of the Lenders.
	The Lenders shall be permitted to sell participations in loans, notes and commitments; provided that, such Lender’s obligations under the Refinancing Facility shall remain unchanged. Participations shall be subject to further qualifications substantially similar to those in the Existing Credit Agreement.
	The Lenders shall be permitted to assign all or any part of their respective rights or obligations (or Notes, if applicable) under the Refinancing Facility; provided that, in the case of an assignment to a bank which is not a Lender or an affiliate of a Lender, such assignment is subject to the consent of both the Borrower (unless an Event of Default has occurred and is continuing) and the Agent (which consent shall not be unreasonably withheld); and provided further that, in the case of assignment to bank which is not a Lender or an affiliate of a Lender, (i) such assignment is subject to a minimum amount of $2,500,000 or such lesser amount as may be agreed upon by the Borrower and the Agent and (ii) the transferor Lender shall retain a minimum Commitment after giving effect to such assignment of $5,000,000 or such lesser amount as may be agreed upon by the Borrower and the Agent. Assignees will have all the rights and obligations of the assignor Lender. Each assignment will be subject to the payment of a service

11

	fee payable by the assignee and/or the assignor to the Agent. The voting rights for participants will be limited to changes in amount, tenor and rate.
EXPENSES:	All reasonable legal, syndication, and out-of-pocket expenses of JPMorgan, JPMCB and their counsel, Simpson Thacher & Bartlett LLP, are for the account of the Borrower.
CLOSING DATE:	The date on which the definitive agreements have been executed and delivered and the proceeds of the Term Loan Facility have been advanced to or for the account of the Borrower, which is expected to be not later than November 23, 2005.
GOVERNING LAW:	State of New York.

ANNEX I

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans (other than Competitive Loans) comprising each borrowing bear interest at a rate per annum equal to (i) the ABR plus the Applicable Margin or (ii) the Eurodollar Rate plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the secondary market rate for three-month certificates of deposit (adjusted for statutory reserve requirements) plus 1% and (iii) the federal funds effective rate from time to time plus 0.5%.
	“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.
	“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) (or nine or twelve months with the consent of the Lenders) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Facility Fees:	The Borrower shall pay a facility fee calculated at a rate per annum determined in accordance with the pricing grid attached hereto as Annex I-A on the average daily total Revolving Facility, payable quarterly in arrears.
Letter of Credit Fees:	The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of each such Letter

of Credit. Such fee shall be shared ratably among the Lenders participating in the Revolving Facility and shall be payable quarterly in arrears.

A fronting fee equal to 0.125% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Refinancing Facility, any such amount shall bear interest at 2% above the rate otherwise applicable thereto. Any overdue interest or other amount payable shall bear interest at 2% above the rate applicable to ABR Loans, in each case from the date of such non-payment until paid in full.
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate on which is then based on the Prime Rate) for actual days elapsed.

ANNEX I-A

PRICING GRID

Revolving Facility

	Level I			Level II			Level III			Level IV			Level V
Applicable Margin:
ABR Loans		0.000	%		0.000	%		0.000	%		0.000	%		0.000	%
Eurodollar Loans		0.400	%		0.500	%		0.600	%		0.800	%		1.000	%
Applicable Margin for Facility Fee:		0.100	%		0.125	%		0.150	%		0.200	%		0.250	%

Term Loan Facility

	Level I			Level II			Level III			Level IV			Level V
Applicable Margin:
ABR Loans		0.000	%		0.000	%		0.000	%		0.000	%		0.250	%
Eurodollar Loans		0.500	%		0.625	%		0.750	%		1.000	%		1.250	%

     The Applicable Margin shall not be less than that for Level IV or, if Level V otherwise would be applicable, then that for Level V, for the period beginning on the Closing Date and ending on the date that is six months after the Closing Date.

     Level I Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB+ or better and Baa1 or better, respectively.

     Level II Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB and Baa2, respectively.

     Level III Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB- and Baa3, respectively.

     Level IV Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BB+ and Ba1, respectively.

-4-

     Level V Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued is equal to or below BB or unrated and equal to or below Ba2 or unrated, as the case may be.

provided, that if on any day the ratings by S&P and Moody’s do not coincide for any rating category and the Level differential is (x) one level, then the higher rating will be the applicable Level; (y) two or more levels, the Level that is one level higher than the lowest rating will be the applicable Level.

EX-99.4

Exhibit 99.4

J.P. MORGAN SECURITIES INC. JPMORGAN CHASE BANK 270 Park Avenue New York, New York 10017	MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH CAPITAL CORPORATION 4 World Financial Center New York, New York 10080
	October 13, 2005

$1,000,000,000 Senior Credit Facility

Commitment Letter

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203

Attention: David G. Anderson
Senior Vice President, Finance & Treasurer

Gentlemen:

          You have requested J.P. Morgan Securities Inc., (“JPMorgan”) and Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, “ML”; together with JPMorgan, the “Arrangers”) and JPMorgan Chase Bank, N.A. (“JPMCB”) and Merrill Lynch Capital Corporation (“Merrill”; together with JPMCB, the “Agents”) to structure and arrange with HCA Inc., a Delaware corporation (the “Borrower”), a term loan facility of up to $1,000,000,000 (the “Facility”) to be used to finance a share repurchase of up to $2,500,000,000 of the Borrower’s outstanding shares in a tender offer (the “Transaction”) and related fees, costs and expenses, and JPMCB and Merrill, together, to provide the entire amount of the Facility. References herein to the “Transaction” shall include the financings described herein and all other transactions related to the Transaction.

          JPMorgan and ML are pleased to advise you that they are willing to act as joint lead arrangers and joint bookrunners for the Facility and each of JPMCB and Merrill are pleased to advise you of its several commitment to provide one-half of the entire amount of the Facility upon the terms and subject to the conditions set forth or referred to in this commitment letter (this “Commitment Letter”) and in the Statement of Terms and Conditions relating to the Facility attached hereto as Exhibit A (the “Term Sheet”).

          JPMCB and Merrill reserve the right, up until or after the close of this Facility, to syndicate the Facility to a group of financial institutions identified by JPMorgan, JPMCB, ML and Merrill in consultation with you (together with JPMCB and Merrill, the “Lenders”). It is agreed that JPMorgan and ML will act as joint lead arrangers and joint bookrunners, and that JPMCB will act as the sole and exclusive administrative agent, for the Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles.

2

          We may syndicate the Facility to certain Lenders identified by us in consultation with you. You agree to participate with JPMorgan and ML in arranging the syndicate and, in connection therewith, to provide JPMorgan and ML and the other Lenders, promptly upon request, with all information reasonably deemed necessary by them and reasonably available to you to complete the syndication successfully. At the request of JPMorgan and ML, you agree to assist in the preparation of an information package and presentation. You agree to coordinate any other financing by you and your affiliates with the syndication of the Facility. You further agree to make appropriate officers and representatives of the Borrower and its subsidiaries available to participate in information meetings for potential syndicate members and participants at such times and places as JPMorgan and ML may reasonably request. You will use your good faith efforts to enable the syndication to benefit from your existing banking relationships. Except as otherwise agreed to among the parties hereto, you agree that no Lender will receive any compensation of any kind for its participation in the Facility, except as expressly provided for in this letter or in the Fee Letter referred to below.

          You represent and warrant that (a) all information (other than information described in the following clause (b)), taken as a whole, that has been or is hereafter made available to JPMCB and Merrill by you or any of your representatives in connection with the transactions contemplated hereby is and will be complete and correct in all material respects and does not and will not 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) all financial projections, financial statements or other materials describing the structure of the proposed transactions that have been or are hereafter prepared by you and made available to JPMCB, Merrill or any other participant in the Facility have been or will be prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance is or can be given that any projections will be realized). In arranging and syndicating the Facility, JPMCB and Merrill will be using and relying on such information and projections without independent verification thereof.

          JPMCB’s and Merrill’s commitment to provide, and JPMorgan’s and ML’s agreement to arrange for the syndication of, the Facility is based upon (i) the assumption that there shall not have occurred or become known to us after the date hereof any condition or change in the financial condition of the Borrower and its subsidiaries taken as a whole that is material and adverse, (ii) our not becoming aware after the date hereof of any information or other matter affecting the Borrower and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to us prior to the date hereof and (iii) the other conditions set forth or referred to in the Term Sheet. For the avoidance of doubt, our knowledge as of the date hereof shall include information and other matters contained in filings by the Borrower with the Securities and Exchange Commission prior to the date hereof.

3

          The documentation for the Facility shall be negotiated by and among JPMorgan, JPMCB, ML, Merrill and you and contain the terms and conditions set forth in the Term Sheet and such other related terms and conditions as shall be reasonably satisfactory in all respects to JPMorgan, JPMCB, ML, Merrill and you.

          The reasonable out-of-pocket costs and expenses of JPMorgan, JPMCB, ML and Merrill (including, without limitation, the reasonable fees and expenses of counsel to JPMCB, JPMorgan, ML and Merrill’s syndication and other reasonable out-of-pocket expenses) arising in connection with the preparation, execution and delivery of this letter and the definitive financing agreements shall be for your account. You further agree to indemnify and hold harmless JPMCB and Merrill and each director, officer, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this letter or the syndication and financing contemplated hereby, including, without limitation, Losses consisting of reasonable legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they result from the gross negligence, bad faith or willful misconduct of such Indemnified Person. Your obligations under this paragraph with respect to periods prior to termination shall remain effective whether or not definitive financing documentation is executed and notwithstanding any termination of this letter. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facility.

          You acknowledge that JPMorgan and its affiliates and ML and its affiliates (the terms “JPMorgan” and “ML” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests. JPMorgan and ML will not use non-public or confidential information obtained from you by virtue of this transaction or its other relationships with you in connection with the performance by JPMorgan and ML of services for other companies, and JPMorgan and ML will not furnish any such information to other companies. You also acknowledge that JPMorgan and ML have no obligation to use in connection with this transaction, or to furnish to you, non-public or confidential information obtained from other companies.

          This letter shall not be assignable by you without the prior written consent of JPMorgan, JPMCB, ML and Merrill (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. JPMorgan, JPMCB, ML and Merrill may share information obtained in connection with this letter with their affiliates, and each may perform its agreements or fulfill its commitment hereunder in conjunction with such affiliates. Any such affiliate shall be entitled to the benefits and be subject to the terms of this letter. This letter may not be amended or waived except by an instrument in writing signed by you, JPMorgan, JPMCB, ML and Merrill. This letter may be executed in any number of counterparts, each of which shall be

4

an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

          The provisions of this letter are supplemented as set forth in a separate fee letter dated the date hereof from us to you (the “Fee Letter”) and are subject to the terms of such Fee Letter. By executing this letter, you acknowledge that this letter and the Fee Letter are the only agreements among JPMorgan, JPMCB, ML, Merrill and you with respect to the Facility at this time and set forth the entire understanding of the parties with respect thereto. Neither this letter nor the Fee Letter may be changed except pursuant to a writing signed by each of the parties hereto. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

          This letter is delivered to you on the understanding that neither this letter, the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without the prior written consent of JPMorgan, JPMCB, ML or Merrill except (i) to your employees, agents and advisors who are directly involved in the consideration of this matter, (ii) after your acceptance hereof, this letter and its terms and conditions may be disclosed in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, in proxy and other materials disseminated to stockholders and in connection with any rating agency review (it being understood that you will not disclose the Fee Letter pursuant to this clause (ii)) or (iii) with notice to JPMorgan, JPMCB, ML or Merrill, as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law, rule or regulation. Notwithstanding the foregoing, you may issue a press release or make other public disclosures of the existence and aggregate amount of the commitments hereunder.

          If you are in agreement with the foregoing, please sign and return to us the enclosed copies of this letter and the Fee Letter by 5:00 P.M., New York City time, on October 14, 2005. This letter, and the commitments and agreements contained herein, will terminate on December 1, 2005, unless extended or unless definitive documentation with respect to the Facility has been executed and delivered. It is understood and acknowledged that this letter and the Fee Letter remain subject to approval by your Board of Directors.

5

          We appreciate your working with us on this transaction and look forward to its successful completion.

	Very truly yours,
	J.P. MORGAN SECURITIES INC.
	By:	/s/ James Ely, III
		Name: James Ely, III Title: Managing Director
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Dawn Lee Lum
		Name: Dawn Lee Lum
		Title: Vice President
	MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
	By:	/s/ Sarang Gadkari
		Name: Sarang Gadkari
		Title: Managing Director
	MERRILL LYNCH CAPITAL CORPORATION
	By:	/s/ Sarang Gadkari
		Name: Sarang Gadkari
		Title: Managing Director
Accepted and agreed to as of the date first written above:
HCA INC.

By:	/s/ David G. Anderson
	Name: David G. Anderson
	Title: Senior Vice President — Finance and Treasurer

Exhibit A

HCA INC.

$1,000,000,000 Senior Credit Facility

Statement of Terms and Conditions

BORROWER:	HCA Inc., a Delaware corporation (the “Borrower”).
AMOUNT AND TYPE OF FACILITY:	Six-month term loan facility (the “Term Loan Facility”) in an aggregate principal amount of up to $1,000,000,000. The Term Loan Facility shall be repayable in full and will terminate on the date that is six months after the Closing Date (as defined below).
PURPOSE:	For financing a share repurchase of up to $2,500,000,000 of the Borrower’s outstanding shares in a tender offer (the “Tender Offer”) and related fees, costs and expenses.
JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS:	JPMorgan Securities Inc. (“JPMorgan”) and Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, “ML”; and together with JPMorgan, the “Arrangers”).
ADMINISTRATIVE AGENT:	JPMorgan Chase Bank, N.A. (“JPMCB”).
SYNDICATION AGENT:	Merrill Lynch Capital Corporation (“Merrill”).
LENDERS:	A syndicate of banks and other financial institutions including JPMCB and Merrill, arranged by the Arrangers in consultation with the Borrower (collectively, the “Lenders”).
AVAILABILITY:	The proceeds of the Term Loan Facility will be advanced in a single drawing on the Closing Date.
FEES AND INTEREST RATES:	As set forth on Annex I.
OPTIONAL PREPAYMENTS:	ABR Loans may be prepaid at any time without penalty. Eurodollar Loans may be prepaid on the last day of the relevant interest period or at any time, subject to “breakage cost” reimbursement.
MANDATORY

7

PREPAYMENTS:	Mandatory prepayments customary in bridge facilities including, upon (i) issuance of debt or equity in the capital markets, subject to certain exceptions to be agreed upon and (ii) asset sales in an amount to be agreed upon.
RESERVE REQUIREMENTS;
YIELD PROTECTION:	The rate quoted as the Eurodollar Rate will be grossed-up for the maximum reserve requirements then in effect for eurocurrency liabilities. In addition, the definitive financing agreement will contain customary provisions relating to increased costs, capital adequacy protection, withholding and other taxes and illegality. Such provisions will be substantially similar to those set forth in the Existing Credit Agreement (as defined below).
REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT; AFFIRMATIVE AND NEGATIVE COVENANTS;
EVENTS OF DEFAULT:	Substantially similar to those set forth in (i) the Credit Agreement dated as of November 9, 2004, as currently proposed to be amended (as so amended, the “Existing Credit Agreement”) or (ii) the Refinancing Facility (as defined below) .
CONDITIONS PRECEDENT	The availability of the Term Loan Facility will be conditioned upon conditions substantially similar to those in the Existing Credit Agreement and satisfaction of the following conditions precedent as of the Closing Date (as defined below):
	(a)	The Borrower shall have accepted for purchase, shares that have been tendered to it pursuant to the Tender Offer, substantially in accordance with the Offer to Purchase, to be dated on or about October 14, 2005;
	(b)	(i) Execution and delivery of the contemplated Amendment to the Existing Credit Agreement or (ii) the termination of the Existing Credit Agreement and the execution and delivery of the agreements and related documentation for $2,425,000,000 of senior credit facilities (the “Refinancing Facility”) that will, among other things, replace the credit facilities provided pursuant to the Existing Credit Agreement; and

8

	(c)	A minimum long-term unsecured debt rating from S&P and Moody’s of at least BB+ and Ba2, respectively (with a stable outlook).
ASSIGNMENTS AND
PARTICIPATIONS:	The Borrower may not assign its rights or obligations under the Term Loan Facility without the prior written consent of the Lenders.
	The Lenders shall be permitted to sell participations in loans, notes and commitments; provided that, such Lender’s obligations under the Term Loan Facility shall remain unchanged. Participations shall be subject to further qualifications substantially similar to those in the Existing Credit Agreement.
	The Lenders shall be permitted to assign all or any part of their respective rights or obligations (or Notes, if applicable) under the Term Loan Facility; provided that, in the case of an assignment to a bank which is not a Lender or an affiliate of a Lender, such assignment is subject to the consent of both the Borrower (unless an Event of Default has occurred and is continuing) and the Agent (which consent shall not be unreasonably withheld); and provided further that, in the case of assignment to bank which is not a Lender or an affiliate of a Lender, (i) such assignment is subject to a minimum amount of $2,500,000 or such lesser amount as may be agreed upon by the Borrower and the Agent and (ii) the transferor Lender shall retain a minimum Commitment after giving effect to such assignment of $5,000,000 or such lesser amount as may be agreed upon by the Borrower and the Agent. Assignees will have all the rights and obligations of the assignor Lender. Each assignment will be subject to the payment of a service fee payable by the assignee and/or the assignor to the Agent. The voting rights for participants will be limited to changes in amount, tenor and rate.
EXPENSES:	All reasonable legal, syndication, and out-of-pocket expenses of JPMorgan, JPMCB, ML and Merrill and their counsel, Simpson Thacher & Bartlett LLP, are for the account of the Borrower.
CLOSING DATE:	The date on which the definitive agreements have been executed and delivered and the proceeds of the Term Loan Facility have been advanced to or for the account of the Borrower, which is expected to be not later than November 23, 2005.

9

GOVERNING LAW: State of New York.

ANNEX I

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (i) the ABR plus the Applicable Margin or (ii) the Eurodollar Rate plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the secondary market rate for three-month certificates of deposit (adjusted for statutory reserve requirements) plus 1% and (iii) the federal funds effective rate from time to time plus 0.5%.
	“Applicable Margin” for the term loans, the rates per annum corresponding to the applicable margins for Eurodollar Loans and for ABR Loans, respectively, pursuant to Existing Credit Facility or the Refinancing Facility, as applicable, as such margins are in effect on the Closing Date.
	“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Term Loan Facility, any such amount shall bear interest at 2% above the rate otherwise applicable thereto. Any overdue interest or other amount payable shall bear interest at 2% above the rate applicable to ABR Loans, in each case from the date of such non-payment until paid in full.

11

Rate and Fee Basis: All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate on which is then based on the Prime Rate) for actual days elapsed.