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, Xxxxxxx X. Xxxxxx, Xx., wishes to transfer from time to time (collectively, the “Xxxxxx XXXX 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 Xxxxxxx X. Xxxxxx, Xx. as the sole trustee;
WHEREAS, the principal beneficiaries of each of the CNM GRATS are expected to be solely (i) Xxxxxxx X. Xxxxxx, Xx., (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, Xxxxxxx X. Xxxxxx, Xx. 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx Foundation from being a contingent beneficiary of the CNM GRATS and otherwise approve the Xxxxxx XXXX 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 defined in the Agreement.
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2. Waiver. Any and all provisions of the Agreement that prohibit the Xxxxxx XXXX Transfers and/or the Xxxxxx Foundation from being a contingent beneficiary of the CNM GRATS are hereby waived, and each of the Xxxxxx XXXX Transfers and the Xxxxxx Foundation being a potential Transferee (as defined in the Agreement) of Class A Units from the CNM GRATS are hereby approved by the parties hereto.
3. Governing Law. THIS WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE 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/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
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/ Xxxx
Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Managing Director
BLACKSTONE HEALTH COMMITMENT PARTNERS L.P.
By: Blackstone Management Associates IV L.L.C.,
as a General Partner
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
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/ Xxxx
Xxxxxxxx
Name: Xxxx Xxxxxxxx
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/ Xxxx
Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Managing Director
XXXXXX XXXXXXX CAPITAL PARTNERS III, X.X.
XXXXXX XXXXXXX 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. Xxxxx Xxxxxx
Name: M. Xxxxx Xxxxxx
Title: Managing Director
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XXXXXX XXXXXXX XXXX XXXXXX CAPITAL
PARTNERS IV, X.X.
XXXXXX XXXXXXX XXXX XXXXXX 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. Xxxxx Xxxxxx
Name: M. Xxxxx Xxxxxx
Title: Managing Director
FOR ALL MANAGEMENT MEMBERS
/s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx.,
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
Xxxxx Xxxxxx
Xxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxxxxx, III
Xxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx
Xxxxx X. Xxxxxxxx, M.D.
Xxxx X. Xxxxxxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxxx
Xxxx X. & Xxxxxxx X. Xxxxxx
Xxxx Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxx Xxxxxxxxx
Xxxx Xxxxxx
Xxx Xxxxxx
Xxxxxxx Xxxxxxxxx
Xxxxx Xxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxx Xxxx
Xxxx Xxxx, a/c/f Xxxxxxxx Xxxxx Xxxx
Xxxx Xxxx, a/c/f Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx, a/c/f Xxxxx Xxxxxx Xxxx
Xxxx Xxxx, a/c/f Xxxxx Xxxxxxxx Xxxxxx
Xxxx Xxxx, a/c/f Cloe Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxx Trust, Xxxxxx X. Xxxxx, Trustee, U.A. dated 3/27/98
Xxxxxx Xxxxxx
Xxxx Xxxx XxXxxxxxxx, Xx. Trust, dated 4/23/99
Xxx Xxxxxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx Revocable Trust
Xxxxxx X. Xxxxxx
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Xxxx X. XxXxxx
Xxxx X. XxXxxxxx
Xxxxxxx X. XxXxxxxxx
XxXxxxxxx XxXxxxxx Associates, L.P.
Xxxxx X. Mild
Xxxxxxxxx Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxxx X. Page
Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, III
Xxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxx
Xxxxxxxx Xxxxxxxxx
Xxxxxxx X. Xxx
Xxxxx Xxx Xxxxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxxxx Xxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxx Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxxxx
Xxxxx X. Xxxxxx
Xxxx X. Xxxxxxx
Nicke Xxxx Xxxxxx
Xxxxxx X. Ways
Xxxxxxx X.X. Xxxx
Xxxxxxx X. Xxxxx
Baptist Health Services
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