HCA HOLDINGS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2011 • HCA Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. J.P. Morgan Securities LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036
STOCKHOLDERS’ AGREEMENT OF HCA HOLDINGS, INC. Dated as of _____, 2011Stockholders’ Agreement • March 9th, 2011 • HCA Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”), dated as of ___, 2011, is entered into by and among HCA Holdings, Inc. (the “Company”), a Delaware corporation, Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and the other signatories hereto (each, an “Investor”).
AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HERCULES HOLDING II, LLCLimited Liability Company Agreement • March 9th, 2011 • HCA Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
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.
