exv10w72






Exhibit 10.72




AMENDMENT NO. 3




     This AMENDMENT NO. 3 (this “Amendment”), dated as of January 28, 2010, to AMENDED AND
RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of September 23, 2004, as amended
by Amendment No. 1 dated as of November 3, 2005 and Amendment No. 2 dated as of January 13, 2010
(collectively, the “Agreement”), concerning VHS Holdings LLC (the “Company”), a
Delaware limited liability company, is entered into by and among the Company, the Investor Members
(as defined in the Agreement) and the Management Members (as defined in the Agreement) signatory
hereto.



     WHEREAS, the Investor Members and the Management Members originally entered into the Agreement
in connection with the consummation of the Merger;



     WHEREAS, the Investor Members and the Management Members party hereto wish to amend the
Agreement to add flexibility for the Company to from time to time make certain repurchases of Units
and to clarify certain existing provisions in such event, subject to the terms and conditions set
forth herein; and



     WHEREAS, Section 17.7 of the Agreement provides that the Agreement may be amended in writing
by a majority of the holders of outstanding Class A Units, subject to the limitations and
conditions set forth in such Section of the Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending
to be legally bound hereby, the parties to this Amendment hereby agree as follows:



     1. Capitalized Terms; Effective Date of this Amendment. Unless otherwise defined
herein, capitalized terms used herein and defined in the Agreement are used in this Amendment as
defined in the Agreement. This Amendment shall be deemed effective as of the date first written
above. Except as expressly amended herein, all other terms and conditions of the Agreement shall
remain in full force and effect and are hereby ratified and confirmed.



     2. Amendments to the Agreement.



     (a) Amendment to Section 2.1(a). Section 2.1(a) of the Agreement is hereby amended by
deleting the last sentence thereof and adding the following:




	 	 	“In the event of any Unit Repurchase effected pursuant to Section 5.8 hereof, any Units
repurchased by the Company as a result of such Unit Repurchase shall not be deemed
outstanding or otherwise recognized for any purposes hereunder (including the foregoing
sentence) but, consistent with the foregoing sentence, shall be available for re-issuance
from time to time by the Board of Representatives as they may determine in their
discretion, subject to the terms and conditions of this Agreement.”




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     (b) Amendment to Section 2.1(b). Section 2.1(b) of the Agreement is hereby amended by
inserting the words “as in effect immediately following the Effective Date” at the end of the
second sentence thereof.



     (c) Addition of Section 2.1(c). The Agreement is hereby amended to add a new Section 2.1(c)
to the Agreement, as follows:




“(c) Immediately following the consummation of any Unit Repurchase effected pursuant to
Section 5.8 hereof, the remaining outstanding Units of the Class repurchased by the Company
as a result of such Unit Repurchase (but no other Classes of Units unless this Section
equally applies to such other Class) shall, without further action of the Board of
Representatives, the Company or any other Member or Person, be split such that each holder
of such Class of Units shall, immediately after such split, hold the same number of such
Class of Units that such Member held immediately prior to the consummation of such Unit
Repurchase. Any such split of Units shall be properly reflected on the books and records
of the Company and Schedule A hereto. For the avoidance of doubt, any such Unit split
effected pursuant to this Section 2.1(c) shall not be subject to the pre-emptive rights set
forth in Section 8.1.”



     (d) Amendment to Section 5.1(b). Subclause (v) of Section 5.1(b) of the Agreement is hereby
amended by inserting the words “or 5.8” immediately prior to the word “and” in such subclause.



     (e) Amendment to Section 5.5(b). Subclause (iii) of the first parenthetical in Section 5.5(b)
of the Agreement is hereby amended by inserting the words “or 5.8” immediately prior to the end of
such parenthetical.



     (f) Addition of Section 5.8. The Agreement is hereby amended to add a new Section 5.8 to the
Agreement, as follows:



     “Section 5.8. Company Unit Repurchases.




(a) The Company shall have the right (but not the obligation), from time to time by
approval of the Board (with reference to this Section 5.8) and a majority of the
then-outstanding Class A Units upon notice to the holders of the affected Class of Units to
repurchase for cash, and any Member holding Units of such Class shall be required to sell,
on a pro rata basis among the holders of such Class, a portion (but not all) of any
outstanding Class of Units at such price per Unit as the Board shall determine in its sole
discretion; provided that in connection with any such repurchase of Units by the
Company, (i) Section 2.1(c) shall apply, (ii) such repurchase shall be consistent with the
distribution waterfall provisions of Section 9.2 such that the Company shall not repurchase
any Units to the extent that such Units would not be entitled to any proceeds had such
repurchase been structured as a distribution made pursuant to Section 9.2, (iii) the Member
selling such Units to the Company shall not be obligated to make any representations or
warranties, other than, if so required by the Company, a standard representation and/or
warranty as to ownership of the Units to be repurchased, or otherwise incur any obligations
(other than obligations for taxes



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arising as a result of such repurchase), (iv) subject to the provisions of this Section
5.8, the Member selling such Units shall enter into such agreements or execute such
documentation as the Company may reasonably request, (v) this Agreement shall, as promptly
as reasonably practicable following completion of the repurchase, be amended (and the
Company may do so without the consent of any Member but shall provide notice thereof
promptly after any such amendment) to the extent required as determined in good faith by
the Company in order to make equitable adjustments to the terms of this Agreement to
preserve, in a manner substantially as if a distribution had been made pursuant to Section
9.2 in lieu of such repurchase, the economic, voting, management and other terms and
conditions of this Agreement as they existed immediately prior to such repurchase; and (vi)
in the event that an amendment to this Agreement is required pursuant to the foregoing
clause (v), the Board shall not declare, and the Company shall not make, any distributions
pursuant to Section 9.2 or 11.3 (or any subsequent repurchase pursuant to this Section 5.8)
unless and until such amendment has been authorized. Any such repurchase made pursuant to
this Section 5.8 shall be referred to in this Agreement as a “Unit Repurchase”. The
closing of any Unit Repurchase shall be completed no later than 30 days following the
delivery of notice by the Company of any such Unit Repurchase. Notwithstanding anything in
this Section 5.8 to the contrary, the Company may, by decision of the Board, abandon any
such Unit Repurchase at any time and shall have no further liability to any Member or any
other Person by reason thereof. Any Unit Repurchase meeting the requirements of this
Section 5.8 shall not be subject to Sections 5.5, 5.6, 5.7 or 8.2.




(b) For the avoidance of doubt and notwithstanding anything herein to the contrary (but
subject to Section 8.2), nothing in this Section 5.8 shall impede the Company from
repurchasing Units from Members pursuant to Section 6.1 or any other applicable provision
of this Agreement or otherwise (upon approval by the Board), upon such terms and subject to
such conditions as are set forth in this Agreement or as are agreed between the Company and
the applicable Member(s), as applicable.”



     (g) Amendment to Section 6.2. Section 6.2 of the Agreement is hereby amended by inserting the
words “(as such price may be adjusted from time to time by the board of directors or other
applicable committee administering the applicable equity incentive plan consistent with the plan
documents)” after each of the phrases “$1,000 per Share” and “$3,000 per Share” in such Section.



     (h) Amendment to Section 7.1. The fourth sentence of Section 7.1 of the Agreement is hereby
amended by inserting the word “initial” at the start of such sentence before the words “exercise
price.”



     (i) Amendments to Section 9.2. Section 9.2 of the Agreement is hereby amended as follows:




     (i) Clauses (i) and (ii) of Section 9.2 are hereby amended by inserting the words
“(including any Units of such Class repurchased by the Company pursuant to a Unit
Repurchase)” immediately prior to the words “pro rata” in each



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such clause and inserting at the end of each such clause the following: “(crediting
for purposes of this clause the gross proceeds received by such holder of such Class in
connection with Unit Repurchases by the Company of such Class of Units)”; and




     (ii) Clause (iii) of Section 9.2 is hereby amended by inserting the words “and by the
gross proceeds received by the holders of Class A Units in connection with Unit Repurchases
by the Company of Class A-1 Units” at the end of the parenthetical in such clause;



     (j) Amendments to Section 16.1. Section 16.1 of the Agreement is hereby amended as follows:




     (i) The definition of “Cost” is hereby amended by adding the following at the end of
such definition: “, or in the case of a Unit received upon a Unit split pursuant to Section
2.1(c), the amount paid for the related Unit which was repurchased by the Company in
connection with the applicable Unit Repurchase”;




     (ii) The definition of “Liquidity Event” is hereby amended by replacing the reference
to “$2,500” in such definition with “$2,099.53” and by replacing the words “immediately
following the Effective Date” immediately prior to the second parenthetical in such
definition with the following: “immediately following the initial Unit Repurchase
(treating, for purposes of this definition, any Security received by Blackstone upon a Unit
or stock split in connection with a Unit Repurchase or functionally similar event as a
Security held by Blackstone immediately following such initial Unit Repurchase and
aggregating, for the purposes of testing whether the aforementioned dollar threshold has
been met, the Securities subsequently received by Blackstone upon such a Unit or stock
split with the original Security sold in connection with a Unit Repurchase or functionally
similar event.”




     (iii) The definition of “Preferential Return Value” is hereby amended and restated to
read as follows:




““Preferential Return Value” means, as of any time the aggregate dollar amount that
would be necessary to be returned (whether by distribution or Unit Repurchase) to the
holders of Class A-1 Units so that the aggregate value of all distributions and Unit
Repurchases made by the Company with respect to Class A-1 Units equals three (3) times the
Invested Capital with respect to the Class A Units.”



     3. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED
BY,THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



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     4. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed an original, and all of which together shall constitute a single instrument.



     5. References. Upon full execution of this Amendment, all references in the Agreement
or in other documents related to the Agreement shall be deemed to be references to the Agreement as
modified by this Amendment.



[remainder of page intentionally left blank]





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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth
above.




	 	 	 	 	 	 	 	 	 
	 

	 	VHS HOLDINGS LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Neil Simpkins
	 

	 	 	 	 
	 

	 	Name:
	 	Neil Simpkins
	 

	 	Title:
	 	Authorized Person
	 
	 	 	 	 	 	 	 	 
	 

	 	BLACKSTONE FCH CAPITAL PARTNERS IV L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Blackstone Management Associates IV L.L.C.,

as a General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Neil Simpkins
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Neil Simpkins
	 

	 	 	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	 

	 	BLACKSTONE HEALTH COMMITMENT PARTNERS L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Blackstone Management Associates IV L.L.C.,

as a General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Neil Simpkins
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Neil Simpkins
	 

	 	 	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	 

	 	BLACKSTONE CAPITAL PARTNERS IV — A L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Blackstone Management Associates IV L.L.C.,

as a General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Neil Simpkins
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Neil Simpkins
	 

	 	 	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	 

	 	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV — A L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	Blackstone Management Associates IV L.L.C.,

     as a General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Neil Simpkins
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Neil Simpkins
	 

	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 







[Signature
page to Amendment No. 3 to LLC Agmt]



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	 	MORGAN STANLEY CAPITAL PARTNERS III, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	MORGAN STANLEY CAPITAL INVESTORS, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	MSCP III 892 INVESTORS, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	MSCP III, LLC,

as General Partner of each of the

limited partnerships named above
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Metalmark Subadvisor LLC,

as attorney-in-fact
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ M. Fazle Husain
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	M. Fazle Husain
	 

	 	 	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	 

	 	MORGAN STANLEY DEAN WITTER CAPITAL

PARTNERS IV, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	MORGAN STANLEY DEAN WITTER CAPITAL

INVESTORS IV, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	MSDW IV 892 INVESTORS, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	MSDW Capital Partners IV, LLC,

as General Partner of each of the

limited partnerships named above
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Metalmark Subadvisor LLC,

as attorney-in-fact
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ M. Fazle Husain
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	M. Fazle Husain
	 

	 	 	 	 	 	Title:
	 	Managing Director





[Signature
page to Amendment No. 3 to LLC Agmt]



 









 






	 	 	 
	 

	 	/s/ Charles N. Martin, Jr.
	 

	 	 
	 

	 	Name: Charles N. Martin, Jr.
	 
	 	 
	 

	 	/s/ Phillip W. Roe
	 

	 	 
	 

	 	Name: Phillip W. Roe
	 
	 	 
	 

	 	/s/ Joseph D. Moore
	 

	 	 
	 

	 	Name: Joseph D. Moore
	 
	 	 
	 

	 	/s/ Ronald P. Soltman
	 

	 	 
	 

	 	Name: Ronald P. Soltman
	 
	 	 
	 

	 	/s/ Keith B. Pitts
	 

	 	 
	 

	 	Name: Keith B. Pitts
	 
	 	 
	 

	 	/s/ James H. Spalding
	 

	 	 
	 

	 	Name: James H. Spalding
	 
	 	 
	 

	 	/s/ Alan G. Thomas
	 

	 	 
	 

	 	Name: Alan G. Thomas