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 asof 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 (asdefined 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 theAgreement);

            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 trustbeing 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 sisterand (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 ofany 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 definedin 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 acontingent 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 arehereby 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 theAgreement are as defined in the Agreement.

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            2.         Waiver.  Any and all provisions of the Agreement that prohibit the Martin  GRAT Transfersand/or the Martin Foundation from being a contingent beneficiary of the CNM GRATS are hereby waived, and each of the Martin GRAT Transfers and the Martin Foundation being a potential Transferee (as defined in the Agreement) of Class A Units from the CNM GRATS arehereby approved by the parties hereto.

            3.         Governing Law. THIS WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THESTATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

            4.         Counterparts. This Waiver may be executed in counterparts, each of which shall be deemed an original,and all of which together shall constitute a single instrument.

            IN WITNESS WHEREOF, the parties hereto have executed this Waiver 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/ NeilSimpkins                                                                                              Name:  Neil Simpkins                                                           Title:     Senior 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:     Senior Managing Director

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                                               BLACKSTONE CAPITAL PARTNERS IV – A L.P.

                                   By:       Blackstone Management Associates IV L.L.C.,                                                                       as a General Partner

                                               By:       /s/ NeilSimplins                                                                                               Name:  Neil Simpkins                                                           Title:     Senior Managing Director

                                               BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV - A L.P.

                                               By:       Blackstone Management Associates IV L.L.C.,                                                                       as a General Partner

                                               By:       /s/ NeilSimpkins                                                                                              Name:  Neil Simpkins                                                           Title:     Senior 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

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                                               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

                                               FOR ALL MANAGEMENT MEMBERS

                                               /s/ Charles N. Martin, Jr.                                                                                 Charles N. Martin, Jr.,                                               Individually and as Proxyholder for the                                               Management Members listed on Exhibit                                               A hereto, pursuant to Section 3.11 of the                                               Amended and Restated Limited Liability                                               Operating Agreement of VHS Holdings LLC

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**EXHIBIT A**

Cliff AdlerzCarol A. BaileyReginald M. Ballantyne, IIIJonathan BartlettCarole BeauchampJames C. Bonnette, M.D.Mary A. BotticellaBruce BuchananBruce ChafinCarl F. & Juanita B. ChafinMark ClaytonAlan N. CranfordDave CulbersonJack CumberRay DensonDominic DominguezBruce EadyRoger FaculakPamela FarrellDebra FloresRichard FrancisRobert GallowayJohn GeerJohn Geer, a/c/f Kathleen Cates GeerJohn Geer, a/c/f Alene Hawkins GeerJohn Geer, a/c/f James Oliver GeerJohn Geer, a/c/f Emily Kathleen RoeselJohn Geer, a/c/f Cloe Marguerite RoeselSonja HagelJohn HarringtonAndrew HarrisLarry HoughHough Trust, Leslie J. Hough, Trustee, U.A. dated 3/27/98Dennis JacobsJohn Luke McGuinness, Jr. Trust, dated 4/23/99Jim JohnstonVictor JordonSteven KingDennis KnoxAnthony C. KrayerAnthony C. Krayer Revocable TrustRobert M. Martin

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Linn H. McCainJohn R. McCaslinDeborah T. McCormickMcPherson McMullan Associates, L.P.Linda J. MildElizabeth MinkoffJoseph D. MooreCarol MurdockNancy NovickStephen L. PageHarold H. Pilgrim, Jr.Harold H. Pilgrim, IIIKeith PittsJerry PressleyMark PriceJeanette RasmussenPhillip W. RoeTracy Ann RogersAnne L. SanfordTony W. SimpsonAngela SkallaGene A. SmithRonald P. SoltmanNeal SomaneyJames H. SpaldingShelly StockerKeith L. SwinneyAlan G. ThomasSuzanne TowryMichael Brooks TurkelDavis W. TurnerKent H. WallaceNicke Lynn WatersThomas M. WaysWilliam V.B. WebbBeverly F. WeberBaptist Health Services

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