exv10w71






Exhibit 10.71




AMENDMENT NO. 2




     This AMENDMENT NO. 2 (this “Amendment”), dated as of January 13, 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 (collectively, the “Agreement”), concerning
VHS Holdings LLC (the “Company”), a Delaware limited liability company, is entered into by
and among the Investor Members (as defined in the Agreement) and the Management Members (as defined
in the Agreement).



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



     WHEREAS, currently all Units are represented by Security Certificates pursuant to the
provisions of Section 5.4 of the Agreement;



     WHEREAS, the Investor Members and the Management Members wish to amend the Agreement to make
the Units uncertificated for the convenience of the Members, and for the Company to keep track of
the ownership of the Units by book entry kept by an appropriate Officer or Officers of the Company;
and



     WHEREAS, the Investor Members and the Management Members now wish to amend Section 5.4 of the
Agreement as set forth in this Amendment.



     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 effective on January 13, 2010.



     2. Amendment of Section 5.4 and Section 16.1. Section 5.4 of the Agreement entitled
“Certificates; Legend” is hereby amended by deleting all of the text of Section 5.4 set forth in
the Agreement and by replacing such deleted text with the new text for Section 5.4 set forth on
Exhibit A to this Amendment, such new Section 5.4 to be entitled “Units Uncertificated”. Section
16.1 of the Agreement is hereby deleted by deleting the definition “Security Certificate” found in
said Section 16.1. Exhibit A to the Agreement is hereby deleted.



     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.



 









 





     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.



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



	 	 	 	 	 	 	 	 	 
	 

	 	VHS HOLDINGS LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles N. Martin, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Charles N. Martin, Jr.
	 

	 	Title:
	 	Chairman & Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 

	 	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
	 
	 	 	 	 	 	 	 	 
	 

	 	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






 









 






	 	 	 
	 

	 	/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






 









 






EXHIBIT A 




     Section 5.4. Units Uncertificated.



          (a) The Units shall be uncertificated.




          (b) All certificates representing Units (“Unit Certificates”) outstanding on January
12, 2010, are hereby cancelled and deemed null and void as of 11:59 PM, central time, on January
12, 2010.




          (c) The Company shall maintain records for the ownership and for the transfer of Units by book
entry, and shall:





     (i) keep at its principal place of business a register (the “Register”) in
such form as it may determine, in which, subject to such reasonable regulations as
it may prescribe, it shall evidence the registered owner of Units and of the
transfers of Units from the registered owner of the Units; and




     (ii) ensure that all Units presented for transfer shall be effected by a
written instrument of transfer in form acceptable to the Company and its counsel.


Notwithstanding anything contained herein to the contrary, the Company shall not be required to
ascertain whether any transfer of Units complies with the registration provisions or exemptions
from the Securities Act, the Exchange Act, applicable state securities laws or the Investment
Company Act of 1940, as amended.




          (d) Prior to due presentment of a written instrument of transfer, the Company, or any agent or
manager of the Company, may treat the person in whose name such Units is registered in the Register
as the owner of the Units for the purpose of receiving distributions pursuant to this Agreement and
for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary.