exv10w32wa






Exhibit 10.32(a)




AMENDMENT TO THE

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HERCULES HOLDING II, LLC




          This Amendment, dated as of [    ], 2011 (the “Amendment”), to the
Amended and Restated Limited Liability Company Agreement of Hercules Holding II, LLC, a Delaware
limited liability company (the “Company”), dated as of November 17, 2006 (as has been and
as may be amended, supplemented or modified from time to time, the “LLC Agreement”), by
and among the parties listed as members in the books and records of the Company, is made by the
Requisite Managers and the Members party hereto. Capitalized terms used herein but not defined
herein shall have the meanings set forth in the LLC Agreement.




RECITALS :




          WHEREAS, the Requisite Managers desire to amend the LLC Agreement in the manner and as more
fully set forth herein pursuant to Section 15.2 of the LLC Agreement; and



          WHEREAS, the Members set forth on the signature pages hereto agree to amend the LLC Agreement
in the manner and as more fully set forth herein pursuant to Section 15.2 of the LLC Agreement.



          NOW, THEREFORE, the LLC Agreement shall be amended as follows:



          1. Amendment to Section 1.1(a). Section 1.1(a) of the LLC Agreement is hereby amended
by adding the following definition in alphabetical order:



          “Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of [    ], 2011, by and among HCA, the Company and the Members party thereto, as the same may be amended,
supplemented or otherwise modified from time to time.”



          2. Amendment to Section 7.1. Section 7.1 of the LLC Agreement is hereby amended by
inserting the following as a new clause (j) at the end of such section:



          “(j) In the event that no Investor Group has the right to designate any Managers pursuant to
this Section 7.1, the Board shall consist of Managers selected by the Requisite Members.”



          3. Amendment to Section 7.6. Section 7.6 of the LLC Agreement is hereby amended by
deleting such section and replacing it in its entirety with the following:




     “Section 7.6. HCA Directors. The Company shall cause the shares of HCA Common
Stock owned by the Company to be voted in favor of any person nominated to be a member of
the board of directors of HCA pursuant to the Stockholders’ Agreement. The Company’s vote
as a stockholder of HCA with respect to any other matter requiring



 









 





 2


stockholder approval will be determined by the Board of the Company, in accordance with
this Agreement.”



          4. Amendment to Section 7.9. Section 7.9 of the LLC Agreement is hereby amended by
deleting the first sentence of such section and replacing such sentence in its entirety with the
following:



          “The Board may from time to time establish committees of the Board and such committees shall
have the authority as determined from time to time by the Board.”



          5. Amendment to Section 9.10. Section 9.10 of the LLC Agreement is hereby amended by
inserting the following new sentence at the end of such section:



          “Notwithstanding anything in this Agreement to the contrary, including Section 6.1 and Section
9.1, in order to permit a Member to make a Transfer of shares of HCA Common Stock in accordance
with this Agreement, in lieu of making a Transfer of shares of HCA Common Stock on behalf of such
Member, the Company may, but shall not be required to, distribute such shares of HCA Common Stock
to such Member to redeem a proportionate number of Units of such Member.”



          6. Amendment to Section 13.3(a). Section 13.3(a) is hereby amended by deleting such
section and replacing it in its entirety with the following:



          “(a) Notwithstanding anything in this Agreement to the contrary and subject to Section
13.3(b), the following actions by the Company shall require the approval of Requisite Members in
addition to Board approval:




                         (i) the Company entering into any merger, consolidation, recapitalization, liquidation, or
sale of such entity or all or substantially all of the assets of the Company or consummation of a
similar transaction involving the Company (other than a transaction in accordance with Section 9.4
or a merger, consolidation or similar transaction between or among the Company and one or more
direct or indirect wholly-owned subsidiaries of the Company which transaction would not adversely
impact the rights of any holder of Units) or entering into any agreement providing therefor; or




                         (ii) voluntarily initiating any liquidation, dissolution or winding up of the Company or
permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar
action with respect to the Company.”



          7. Amendment to Section 15.14. Section 15.14 of the LLC Agreement is hereby amended
by deleting such section and replacing it in its entirety with the following:



     “Section 15.14. Recapitalizations, Exchanges, Etc., Affecting Units, HCA Common
Stock. The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to Units and shares of HCA Common Stock, and to any and all equity
interests of the Company or HCA or any successor or assign of the Company or HCA (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in



 









 





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respect of, in exchange for, or in substitution of the Units or the shares of HCA
Common Stock, by reason of any stock or unit dividend, stock or unit split, stock or unit
issuance, reverse stock or unit split, combination, recapitalization, reclassification,
merger, consolidation or otherwise. Upon the occurrence of any of such events, amounts and
percentages hereunder shall be appropriately adjusted without any action on the part of any
party hereto to take into account such event so that the rights and obligations of the
Members hereunder shall continue to apply to the same extent such rights and obligations
would have applied absent the occurrence of such event. Except as otherwise provided in
this Agreement, any unit split and any redemption of Units shall be effected through action
of the Board.”



          8. No Other Amendments. Except as expressly amended hereby, the provisions of the LLC
Agreement are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. This Amendment shall be effective as of the date hereof.



          9. References. Whenever the Agreement (or similar term) is referred to in the LLC
Agreement or in any other agreements, documents or instruments, any such reference shall be deemed
to be the LLC Agreement as amended by this Amendment.



          10. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware.



          11. Counterparts. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one agreement.



[Remainder of Page Intentionally Left Blank]






 









 







     IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date
first written above.




	 	 	 	 	 	 	 

	 	 	MANAGERS:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Christopher J. Birosak
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Richard M. Bracken
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

John P. Connaughton
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

James Forbes
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Kenneth W. Freeman
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Thomas F. Frist, III
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

William R. Frist
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Christopher R. Gordon
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

R. Milton Johnson
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Michael W. Michelson
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

James C. Momtazee
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Stephen G. Pagliuca
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Nathan C. Thorne
	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	MEMBERS:	 	 
	 
	 	 	 	 	 	 
	 	 	KKR 2006 FUND L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR Associates 2006 L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR 2006 GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	KKR MILLENNIUM FUND L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR Associates Millennium L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR Millennium GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	KKR PEI INVESTMENTS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR PEI Associates, L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR PEI GP Limited, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	KKR PARTNERS III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR III GP LLC,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	OPERF CO-INVESTMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR Associates 2006 L.P.,
its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR 2006 GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	8 NORTH AMERICA INVESTOR L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR Associates 8 NA L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KKR 8 NA Limited, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Bain Capital Investors, LLC,
its administrative member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BCIP TCV, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Bain Capital Investors, LLC,
its administrative member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BAIN CAPITAL HERCULES INVESTORS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Bain Capital Investors, LLC,
its administrative member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	MERRILL LYNCH VENTURES L.P. 2001	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Merrill Lynch Ventures, LLC,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ML GLOBAL PRIVATE EQUITY FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MLGPE LTD,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ML HCA CO-INVEST, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ML HCA Co-Invest LTD,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	2006 CO-INVESTMENT PORTFOLIO, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	StepStone Co-Investment Funds GP, LLC,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Citigroup Private Equity LP,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	StepStone Co-Investment Funds GP, LLC,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	StepStone Co-Investment Funds GP, LLC,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





	 	 	 	 	 	 	 

	 	 	BANC OF AMERICA CAPITAL INVESTORS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ridgemont Capital Management, L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	REP I GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BANC OF AMERICA CAPITAL INVESTORS V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ridgemont Capital Management V, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	REP I GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]




 









 





     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above
written for himself and as attorney in fact for the Members listed above in Parts I, II , III, IV
and V of the Frist Signature Page.



	 	 	 	 	 
	 	FRISCO PARTNERS

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



[Amendment to Limited Liability Company Agreement of Hercules Holding II, LLC]