WAIVER NO. 1

EXHIBIT 10.65

WAIVER NO. 1

            This Waiver No. 1 (this “ Waiver ”), dated as of May 22, 2008, 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 entered into the Agreement in connection with consummation of the Merger (as defined in the Agreement);

            WHEREAS,for estate planning purposes, one of the Management Members, Charles N. Martin, Jr., wishes to transfer from time to time (collectively, the “ Martin GRAT Transfers ”) some or all of his Class A Units (as defined in the Agreement) in the Company to one or more grantor retained annuity trusts (collectively, the “ CNM GRATS ”), with each such grantor retained annuity trust being expected to have Charles N. Martin, Jr. as the sole trustee;

            WHEREAS, the principal beneficiaries of each of the CNM GRATS are expected to be solely (i) Charles N. Martin, Jr., (ii) a trust for the benefit of his sister and (iii) a trust for the benefit of his issue, and since his sister and his issue are members of his Family Group (as defined in the Agreement), they each are Permitted Transferees (as defined in the Agreement) of Class A Units under the Agreement; and

            WHEREAS, Charles N. Martin, Jr. also wishes to provide in the CNM GRATS that, in the unlikely event he has no living issue at the time of the termination of any of the CNM GRATS, that the contingent beneficiary of the CNM GRATS be the Martin Foundation, a private foundation of which he is the trustee and whose grantees can only be organizations exempt from federal taxation under Section 501(c)(3) of the Code (as defined in the Agreement), but that under the Agreement the Martin Foundation is not a Permitted Transferee of Class A Units, absent this Waiver; and

            WHEREAS, the Investor Members and the Management Members wish to waive the provisions of the Agreement that prohibit the Martin Foundation from being a contingent beneficiary of the CNM GRATS and otherwise approve the Martin GRAT Transfers.

            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 Waiver hereby agree as follows:

            1.         Capitalized Terms . Unless otherwise defined herein, capitalized terms used herein and defined in the Agreement are as