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
