EMPLOYMENT AGREEMENT Jack O. Bovender Jr.Employment Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) dated November 16, 2006 is entered into by and between Hercules Holding II, LLC (the “Company”) and Jack O. Bovender Jr. (the “Executive”).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT, dated as of , 2007 (the “Grant Date”) is made by and between HCA Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates (the “Plan”).
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of November 17, 2006 between HCA Inc., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 8(b) of this Agreement.
FORM OF OPTION ROLLOVER AGREEMENTOption Rollover Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
OPTION ROLLOVER AGREEMENT dated as of the date indicated on Schedule I hereto (this “Option Rollover Agreement”) between HCA Inc., a Delaware corporation (the “Company”), and the individual listed on Schedule I hereto (the “Management Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2006, is by and among HCA Inc., a Delaware corporation (the “Company”), Hercules Holding II, LLC, a Delaware limited liability company (“Holdings”) and each of the other parties hereto. Each of the Persons listed on the signature pages hereto (other than the Company and Holdings), each Senior Manager and any Person who becomes a party hereto pursuant to Section 12(c) are referred to individually as an “Investor” and together as the “Investors”.
ContractHca Inc/Tn • March 27th, 2007 • Services-general medical & surgical hospitals, nec • New York
AMENDMENT No. 1, dated as of February 16, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 17, 2006 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among HCA Inc. (the “Company” or the “Parent Borrower”), HCA UK Capital Limited (the “European Subsidiary Borrower” and, collectively with the Parent Borrower, the “Borrowers”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities Inc. and Wachovia Capital Markets LLC, as Joint Bookrunners, and Merri
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
This Exchange and Purchase Agreement, dated as of November 17, 2006 (this “Agreement”) by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and the other persons named in the signature pages hereto (the “Management Stockholders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
You have entered into an Exchange and Purchase Agreement with Hercules Holding II, LLC, a Delaware limited liability company and the parent entity of the Company (“Hercules Holding”), and/or a Management Stockholder’s Agreement, dated as of the date hereof, between HCA Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) Rollover Stock (as defined in the Stockholder’s Agreement); (ii) Rollover Options (as defined in the Stockholder’s Agreement); (iii) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iv) the grant by the Company to you of new options (together with the Rollover Options, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). The undersigned, Bain Capital Fund IX, L.P., KKR Millennium Fund L.P., KKR 2006 Fund L.P. and ML Global Private Equity Fund, L.P. (each, an “Investor” and, collectively, the “Investors”), who each hold intere
MANAGEMENT AGREEMENTManagement Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
This Management Agreement (this “Agreement”) is entered into as of November 17, 2006 by and among HCA Inc., a Delaware corporation (the “Company”), Bain Capital Partners, LLC (“Bain”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Dr. Thomas F. Frist, Jr., Patricia F. Elcan, William R. Frist and Thomas F. Frist III (each, a “Frist” and collectively, “Frist”) (“Frist”) and Merrill Lynch Global Partners, Inc. (“ML” and together with Bain, KKR and each Frist, the “Managers”), provided that each such entity shall cease to be a “Manager” for all purposes hereunder at such time as investment funds affiliated with or Affiliated Entities of such Manager are no longer entitled to designate any members of the Board of Managers of Hercules Holding II, LLC (“LLC”). Certain capitalized terms used herein are specifically defined in Section 6.
