AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 18, 2014 (this “Guarantee”), by TPG Asia VI, L.P. a Cayman Islands limited partnership (the “Guarantor”), in favor of Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). This Guarantee amends and restates the limited guarantee entered into between the Guarantor and the Guaranteed Party on February 17, 2014.
AGREEMENTAgreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Hong Kong
This Agreement (the “Agreement”) is entered into as of April 18, 2014, by and among TPG Asia VI, L.P. (“Sponsor”), Healthy Harmony Holdings, L.P. (“Parent”) and Fosun Industrial Co., Limited (“Significant Stockholder”, and together with Parent and Sponsor, the “parties”).
February 17, 2014Letter Agreement • February 27th, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Healthy Harmony Holdings, L.P., a newly formed Cayman Islands limited partnership (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Concurrently with the delivery of this Agreement
April 18, 2014Letter Agreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of the Fund, subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Parent. It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being
WAIVER AGREEMENTWaiver Agreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This WAIVER AGREEMENT, dated as of April 18, 2014 (this “Agreement”), is by and between Chindex International, Inc., a Delaware corporation (the “Company”), and TPG Global, LLC, a Delaware limited liability company (together with its affiliates, “TPG”).
Fosun Industrial Co., Limited c/o Shanghai Fosun Pharmaceutical Group Co., Ltd. 9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC Attention: Qiao Yang Roberta Lipson c/o Chindex International, Inc.TPG Asia Advisors VI, Inc. • April 21st, 2014 • Wholesale-medical, dental & hospital equipment & supplies
WAIVER AGREEMENTWaiver Agreement • February 27th, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This WAIVER AGREEMENT, dated as of February 17, 2014 (this “Agreement”), is by and between Chindex International, Inc., a Delaware corporation (the “Company”), and TPG Global, LLC, a Delaware limited liability company (together with its affiliates, “TPG”).
To: Healthy Harmony Holdings, L.P. (the “Issuer” or “you”) c/o TPG Capital, L.P. 345 California Street, Suite 3300, San Francisco, CA 94104 Attention: Ronald Cami, Esq. Telephone No.: (415) 743-1532 Facsimile No.: (415) 743-1501TPG Asia Advisors VI, Inc. • February 27th, 2014 • Wholesale-medical, dental & hospital equipment & supplies • Delaware
We refer to the Agreement and Plan of Merger dated the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Chindex International, Inc. (the “Company”), the Issuer and Healthy Harmony Acquisition, Inc., a wholly owned subsidiary of the Issuer (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and a wholly-owned subsidiary of the Issuer. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as ascribed to them in the Merger Agreement or in the Initial Subscription Agreement (as defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • February 27th, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This joint filing agreement (this “Agreement”) is made and entered into as of this 27th day of February 2014, by and among TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter.
