e61059731ex10_3.htm


     

    
      AMENDMENT
NO. 2 TO RIGHTS AGREEMENT

       

       

      Amendment
No. 2, dated as of June 8, 2010 (the “Amendment”), between
Chindex International, Inc., a Delaware corporation (the “Company”), and
American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights
Agent”).

       

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

       

      WHEREAS,
the Company and the Rights Agent entered into Amendment No. 1 to Rights
Agreement, dated as of November 4, 2007 (the aforesaid Rights Agreement, as so
amended, the “Rights
Agreement”);

       

      WHEREAS,
the Company intends to enter into a certain Stock Purchase Agreement with Fosun
Industrial Co., Limited (the “Investor”) and
Shanghai Fosun Pharmaceutical (Group) Co., Ltd (the “Warrantor”) and a
certain Stockholder Agreement with the Investor and the Warrantor (the foregoing
agreements, the “Securities
Agreements”); and

       

      WHEREAS,
the Company desires to further 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 to Definition of Acquiring 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, neither the Investor nor any of its
Affiliates or Associates shall be, or shall be deemed to be, an Acquiring Person
solely by virtue of (x) the execution and delivery of the Securities Agreements
or any agreements, arrangements or understandings entered into by the Company or
the Investor as expressly contemplated by the Securities Agreements if such
agreements, arrangements or understandings are in accordance with the terms and
conditions of the respective Securities Agreements or (y) the consummation of
the transactions contemplated by the Securities Agreements upon the terms and
conditions of the respective Securities Agreements (each of the events set forth
in the foregoing clauses (x) and (y), an “Additional Exempt
Event”).

       

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

       

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


      
        
           


        

        
           


          
            

          

        

        
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      (ii)           “Securities
Agreements” shall mean (i) the Stock Purchase Agreement, dated as of June
14, 2010, by and between the Company and the Investor and (ii) the Stockholder
Agreement, dated as of such date, by and between the Company and the Investor,
each as it may be amended or supplemented from time to time.

       

      3.           Amendment to Section
13(a).  The last sentence of Section 13(a) of the Rights
Agreement is hereby amended and restated to read as follows:

       

      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 or Additional Exempt
Event.

       

      4.           Amendment to Section
31.  The last sentence of Section 31 of the Rights Agreement is
hereby amended and restated to read as follows:

       

      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 or Additional 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.


      
        
           


        

        
           


          
            

          

        

        
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      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, LLC, as Rights Agent

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Herbert J. Lemmer
	 
      	 
      	
                Name:

              	
                Herbert
      J. Lemmer

              
	 
      	 
      	
                Title:

              	
                General
      Counsel