AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT OF HCA HOLDINGS, INC.

EXHIBIT 10.2

AMENDMENT TO THE
STOCKHOLDERS’ AGREEMENT
OF
HCA HOLDINGS, INC.

          This Amendment, dated as of September 21, 2011 (the “Amendment”), to the Stockholders’ Agreement of HCA Holdings, Inc., a Delaware corporation (the “Company”), dated as of March 9, 2011 (as has been and as may be amended, supplemented or modified from time to time, the “Stockholders Agreement”), by and among the Company, Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and the other signatories thereto, is made by the Company, Parent and the other signatories hereto. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Stockholders Agreement.

RECITALS:

     WHEREAS, the Company, Parent and undersigned Investors representing the Requisite Consent desire to amend the Stockholders Agreement in the manner and as more fully set forth herein pursuant to Section 3.2 of the Stockholders Agreement.

     NOW, THEREFORE, in consideration of the terms and conditions contained in this Amendment and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree the Stockholders Agreement shall be amended as follows:

     1. Removal of Certain Investors. Each of ML Global Private Equity Fund, L.P., Xxxxxxx Xxxxx Ventures L.P. 2001 and ML HCA Co-Invest, L.P. is hereby released and removed as a party to the Stockholders Agreement and shall cease to be entitled to any rights, or be subject to any obligations, thereunder.

     2. Amendments to Section 1.1. Section 1.1 of the Stockholders Agreement is hereby amended by:

     (a) deleting the definition of “BAML Group” in its entirety;

     (b) deleting the definition of “Requisite Consent” and replacing it in its entirety with the following:

     “Requisite Consent” shall mean the consent of the Investor Groups having a pecuniary interest over a majority of the shares of Common Stock over which the Investor Groups then have a pecuniary interest, including at all times for so long as each Sponsor Group has a pecuniary interest in at least 20% of the shares of Common Stock over which such Sponsor Group has a pecuniary interest as of the date of this Agreement, the consent of each such Sponsor Group and at any time as there is only one Sponsor Group that has a pecuniary interest in at least 20% of the shares of Common Stock over which such Sponsor Group has a pecuniary interest as of the date of this Agreement, the consent of such Sponsor Group.”; and

     (c) deleting the definition of “Sponsor Group” and replacing it in its entirety with the following:

     “Sponsor Group” shall mean, as applicable, (i) the Xxxx Group and (ii) the KKR Group.”

     3. Amendment to Section 2.1. Section 2.1(a) of the Stockholders Agreement is hereby amended by deleting such section and replacing it in its entirety with the following:

     “(a) Effective as of the September 21, 2011, the Board shall be comprised of twelve members (each, a “Director”), of whom (i) three (3) shall be designees of the Xxxx Group, (ii) three (3) shall be designees of the KKR Group, (iii) two (2) shall be designees of the Xxxxx Group, (iv) one (1) shall be the Chief Executive Officer of the Company, (v) one (1) shall be the Chief Financial Officer of the Company and (vi) two (2) shall be Independent Directors; provided that within one year of the Closing Date, the Board shall be expanded to add an additional Independent Director and each Investor Group shall take all action reasonably necessary to increase the size of board to add such additional Independent Director.”

     4. Amendment to Section 3.1. Section 3.1 of the Stockholders Agreement is hereby amended by:

     (a) deleting the following from clause (ii) thereof:

“c/o:
ML Global Private Equity Fund, L.P.
c/o BAML Capital Partners
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxxxx
Fax: (000) 000-0000”

(b) deleting the following from clause (iii) thereof:

“(iv) if to the BAML Group:

ML Global Private Equity Fund, L.P.
c/o BAML Capital Partners
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxxxx
Fax: (000) 000-0000”

     5. No Other Amendments. Except as expressly amended hereby, the provisions of the Stockholders 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.

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

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

     8. 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]

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	HCA HOLDINGS, INC.
	By:	/s/ Xxxx X. Xxxxxx XX
		Name:	Xxxx X. Xxxxxx XX
		Title:	Vice President and Corporate Secretary
	HERCULES HOLDING II, LLC
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	President

[Amendment to Stockholders Agreement]

	KKR 2006 FUND L.P.
	By:	KKR Associates 2006 L.P.,
		its general partner
	By:	KKR 2006 GP LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director
	KKR MILLENNIUM FUND L.P.
	By:	KKR Associates Millennium L.P.,
		its general partner
	By:	KKR Millennium GP LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director
	KKR PEI INVESTMENTS, L.P.
	By:	KKR PEI Associates, L.P.,
		its general partner
	By:	KKR PEI GP Limited, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director

[Amendment to Stockholders Agreement]

	KKR PARTNERS III, L.P.
	By:	KKR III GP LLC,
		its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director
	OPERF CO-INVESTMENT LLC
	By:	KKR Associates 2006 L.P.,
		its manager
	By:	KKR 2006 GP LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director
	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:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Director

[Amendment to Stockholders Agreement]

	XXXX CAPITAL INTEGRAL INVESTORS 2006, LLC
	By:	Xxxx Capital Investors, LLC,
		its administrative member
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	BCIP TCV, LLC
	By:	Xxxx Capital Investors, LLC,
		its administrative member
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	XXXX CAPITAL HERCULES INVESTORS, LLC
	By:	Xxxx Capital Investors, LLC,
		its administrative member
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Amendment to Stockholders Agreement]

	FRISCO INC.
	By:	/s/ Xx. Xxxxxx X. Xxxxx
		Name:	Xx. Xxxxxx X. Xxxxx
		Title:	Director

[Amendment to Stockholders Agreement]