e60037228ex10_2.htm


    AMENDMENT
      NO. 1 TO RIGHTS AGREEMENT

     

     

    Amendment
      No. 1, dated as of November 4, 2007 (the “Amendment”), between Chindex
      International, Inc., a Delaware corporation (the “Company”), and American
      Stock Transfer & Trust Company, as Rights Agent (the “Rights
      Agent”).

     

    WHEREAS,
      the Company and the Rights Agent entered into a Rights Agreement, dated as
      of
      June 7, 2007 (the “Rights Agreement”);

     

    WHEREAS,
      the Company intends to enter into a certain Stock Purchase Agreement with
      Magenta Magic Limited, (the “Purchaser”); Investor Rights Agreement with
      the Purchaser; Tranche B Convertible Note to the Purchaser and Tranche C
      Convertible Note to the Purchaser (all of the foregoing agreements, the
“Investment Agreements”); and

     

    WHEREAS,
      the Company desires to amend the Rights Agreement as set forth herein and to
      direct the Rights Agent to execute this Amendment in accordance with Section
      28
      of the Rights Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and mutual agreements set forth
      in
      the Rights Agreement and this Amendment, the parties hereby agree as
      follows:

     

    1.           Amendment
      toDefinition ofAcquiring Person. Section 1(a) of the
      Rights Agreement is hereby amended to add the following sentence at the end
      thereof:

     

    Notwithstanding
      anything to the contrary in this Agreement, the Purchaser shall not be and
      shall
      not be deemed to be an Acquiring Person solely by virtue of (x) the execution
      and delivery of any of the agreements, arrangements or understandings entered
      into by the Company or the Purchaser as expressly contemplated by the Investment
      Agreements if such agreements, arrangements or understandings are in accordance
      with the terms and conditions of the respective Investment Agreements or (y)
      the
      consummation of the transactions contemplated by the Investment Agreements
      upon
      the terms and conditions of the respective Investment Agreements (each of the
      events set forth in the foregoing clauses (x), and (y), an “Exempt
      Event”).

     

    2.           New
      Definitions.  Section 1 of the Rights Agreement is hereby amended
      to add the following defined terms at the end thereof:

     

    (ff)           “Exempt
      Event” shall have the meaning set forth in Section 1(a) hereof.

     

    (gg)           “Investment
      Agreements” shall mean (i) the Securities Purchase Agreement, dated as of
      November [  ], 2007, by and among the Company and Magenta Magic
      Limited, a Delaware corporation (“Purchaser”); (ii) the Investor Rights
      Agreement, dated as of such date by and among the Company and the Purchaser;
      (iii) Tranche B Convertible Note due 2017 from the Company to
      the


    
      
        
        

      

      
        
        

        
          

        

      

      
        Page
          2

      

    


     

    Purchaser;
      and (iv) the Tranche C Convertible Note due 2017 from the Company to the
      Purchaser, each as it may be amended or supplemented from time to
      time.

     

    3.           Amendment
      to Section 13(a).  Section 13(a) of the Rights Agreement is
      hereby amended by adding the following sentence at the end thereof:

     

    Notwithstanding
      anything to the contrary in this Agreement, the provisions of this Section
      13
      and Section 14 hereof shall not apply to any Exempt Event.

     

    4.           Amendment
      to Section 31.  Section 31 of the Rights Agreement is hereby
      amended by adding the following sentence at the end thereof:

     

    Notwithstanding
      the foregoing, nothing in this Agreement shall be construed to give any holder
      of Rights or any other Person any legal or equitable rights, remedy or claim
      under this Agreement in connection with any Exempt Event.

     

    5.           Directions
      to Rights Agent; Officer’s Certificate.  The Company hereby
      directs the Rights Agent, in accordance with the terms of Section 28 of the
      Rights Agreement, to execute this Amendment in its capacity as Rights
      Agent.  The undersigned officer of the Company, being duly authorized
      on behalf of the Company, hereby certifies on behalf of the Company that (a)
      he
      holds the office set forth under his name on the signature page hereto and
      (b)
      this Amendment is in compliance with Section 28 of the Rights
      Agreement.

     

    6.           Miscellaneous.  The
      term “Agreement” as used in the Rights Agreement shall be deemed to refer to the
      Rights Agreement as amended hereby.  In accordance with the
      resolutions adopted by the Company’s Board of Directors, this Amendment is
      effective as of the time at which such resolutions were so
      adopted.  Except as set forth in this Amendment, the Rights Agreement
      shall remain in full force and effect and shall be otherwise unaffected
      hereby.  This Amendment may be executed in any number of counterparts,
      and each of such counterparts shall for all purposes be deemed an original,
      but
      all such counterparts shall together constitute but one and the same instrument,
      it being understood that counterparts may be delivered by facsimile or
      .pdf.  Headings of the several Sections of the Amendment are inserted
      for convenience only and shall not control or affect the meaning or construction
      of any of the provisions hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        Page
          3

      

    


     

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

     

    


    
      	 	
              CHINDEX
                INTERNATIONAL, INC.

            	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Roberta Lipson

            	 
	 	 	
              Name:
                Roberta Lipson

            	 
	 	 	
              Title:   Chief
                Executive Officer and President

            	 


    

    


    


    
      	 	
              AMERICAN
                STOCK TRANSFER AND TRUST COMPANY, as Rights Agent

            	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Herbert J. Lemmer

            	 
	 	 	
              Name:
                Herbert J. Lemmer

            	 
	 	 	
              Title:   Vice
                President