e60147717ex4_2.htm


    SPV
      GUARANTEE AGREEMENT

     

    This
      AGREEMENT (the “Agreement”)
      is made
      on January 8, 2007,

     

    Between

     

    
      	
              (1)  

            	
              CHINDEX
                INTERNATIONAL, INC. (the “Guarantor”),
                a
                NASDAQ listed company incorporated in the State of Delaware in the
                United
                States with an office address at Chindex International, Inc., 4340
                East
                West Highway, Suite 1100, Bethesda, Maryland 20814;
                and

            


    

     

    
      	
              (2)  

            	
              DEG
                – Deutsche Investitions-und Entwicklungsgesellschaft mbH (“DEG”),
                a
                limited liability company organized in the Federal Republic of Germany
                with its legal office at Belvederestrasse 40, 50933 Köln , Federal
                Republic of Germany.

            


    

     

    Whereas:

     

    (A) By
      a loan
      agreement (the “DEG
      Loan Agreement”) dated January 8, 2007 between Chindex, China Healthcare
      Finance, LLC (“SPV”) and DEG, DEG has agreed to extend to the Onshore Borrowers
      (as defined therein) (each a “Borrower” and
      collectively, the “Borrowers”) a loan
      in
      the total amount of Twenty Million Dollars ($20,000,000) (the “DEG Loan”), such
      total loan amount to be allocated between the Borrowers on the terms and subject
      to the conditions set forth in the DEG Local Loan Agreements.

     

    (B) The
      Guarantor has been provided with, and hereby acknowledges receipt of, a copy
      of
      the DEG Loan Agreement.

     

    (C) As
      an
      inducement to DEG to enter into the DEG Loan Agreement, the Guarantor has agreed
      to guaranty the obligations of SPV in respect of the DEG Loan
      Agreement.

     

    (D) SPV
      is a
      wholly-owned subsidiary of the Guarantor and the Borrowers will be subsidiaries
      of the Guarantor.  The Guarantor will obtain benefits as a result of
      the DEG Loan made to the Borrowers and, accordingly, desires to execute and
      deliver this Guarantee Agreement in order to provide the inducement as described
      in the preceding paragraph.

     

    NOW,
      THEREFORE, the Guarantor
      and DEG agree as follows:

     

    ARTICLE
      I

     

    Definitions
      and Interpretation

     

    Section
      1.1 Defined
      Terms.  Unless the context otherwise requires, terms defined in
      the DEG Local Loan Agreements have the same meanings when used in this Agreement
      and each of the following terms have the meaning opposite it:

     

    
      
        	
                “Auditors”

              	
                BDO Seidman,
                  LLP or its
                  affiliates, or such other internationally
                  reputable

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	
                accounting
                  firm that the Guarantor appoints from time to time as its
                  auditors;

                 

              
	
                “Financial
                  Year”

              	
                the
                  accounting year of the Guarantor commencing each year on April
                  1 and
                  ending on the following March 31, or such other period as the Guarantor,
                  with DEG’s consent, from time to time designates as its accounting
                  year.

              


      

    

     

    Section
      1.2 Guaranteed
      Obligations.  In this Agreement, the term “Guaranteed
      Obligations” means all debts and monetary liabilities of SPV to DEG under or in
      relation to the DEG Loan Agreement and in any capacity irrespective of whether
      the debts or liabilities:

     

    (a) are
      present or future;

     

    (b) are
      actual or contingent;

     

    (c) are
      at
      any time ascertained or unascertained;

     

    (d) are
      owed
      or incurred by or on account of the SPV alone, or severally or jointly with
      any
      other Person;

     

    (e) are
      owed
      or incurred to or for the account of DEG alone, or severally or jointly with
      any
      other Person;

     

    (f) are
      owed
      or incurred as principal, interest, fees, charges, taxes, duties or other
      imposts, damages (whether for breach of contract or tort or incurred on any
      other ground), losses, costs or expenses, or on any other account;
      or

     

    (g) comprise
      any combination of the above.

     

    Section
      1.3 Interpretation.  In
      this Agreement, unless the context otherwise requires:

     

    (a) headings
      are for convenience only and do not affect the interpretation of this
      Agreement;

     

    (b) words
      importing the singular include the plural and vice versa;

     

    (c) a
      reference to a Section, Article, paragraph, party, Annex, Exhibit or Schedule
      is
      a reference to that Section, Article or paragraph of, or that party, Annex,
      Exhibit or Schedule to, this Agreement;

     

    (d) a
      reference to a document includes an amendment or supplement to, or replacement
      or novation of, that document but disregarding any amendment, supplement,
      replacement or novation made in breach of this Agreement; and

     

    (e) a
      reference to a party to any document includes that party’s successors and
      permitted assigns.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      II

     

    Guarantee

     

    Section
      2.1 Guarantee.  (a)  The
      Guarantor irrevocably, absolutely and unconditionally:

     

    
      	
              (i)  

            	
              as
                principal obligor and not merely as surety, guarantees
                to DEG the due and punctual payment of the Guaranteed Obligations;
                and

            


    

     

    
      	
              (ii)  

            	
              undertakes
                with DEG that whenever the SPV does not pay any amount of the Guaranteed
                Obligations when due the Guarantor will, upon demand by DEG, pay
                that
                amount to DEG, in the currency prescribed in the DEG Loan Agreement,
                and
                otherwise in the same manner in all respects as the Guaranteed Obligations
                are required to be paid by the SPV.

            


    

     

    (b) The
      Guarantor waives notice of acceptance of this Agreement and notice of any
      liability to which it may apply, and waives presentment, demand of payment,
      protest, notice of dishonor or nonpayment of any such liability, suit or taking
      of other action by DEG against, and any other notice to, any party liable
      thereon (including such Guarantor or any other guarantor).

     

    Section
      2.2 Continuing
      Guarantee.  (a)  The guarantee contained in this
      Agreement is a continuing obligation of the Guarantor (and all liabilities
      to
      which it applies or may apply under the terms of this Agreement shall be
      conclusively presumed to have been created in reliance on this Agreement),
      notwithstanding any settlement of account or the occurrence of any other thing,
      and shall remain in full force and effect until the Guaranteed Obligations
      have
      been fully paid strictly in accordance with the provisions of the DEG Loan
      Agreement, regardless of any intermediate payment or discharge.

     

    (b) The
      guarantee contained in this Agreement shall be an additional, separate and
      independent obligation of the Guarantor.

     

    (c) The
      Guarantor’s obligations under this Agreement can be discharged only by payment
      and then only to the extent of such payment.  These obligations are
      not subject to any prior notice to, demand upon or action against the SPV or
      to
      any prior notice to the Guarantor with regard to any default by the
      SPV.

     

    Section
      2.3 No
      Set-off.  All payments which the Guarantor is required to make
      under this Agreement shall be without any set-off, counterclaim or
      condition.

     

    Section
      2.4 Taxes.  (a)  The
      Guarantor shall pay or cause to be paid all present and future taxes, duties,
      fees and other charges of whatsoever nature, if any, now or in the future levied
      or imposed by the Government of the PRC or by any Authority or any jurisdiction
      through or out of which a payment is made on or in connection with the payment
      of any and all amounts due under this Agreement.

     

    (b) All
      payments due under this Agreement shall be made without deduction for or on
      account of any such taxes, duties, fees or other charges.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (c) If
      the
      Guarantor is prevented by operation of law or otherwise from making or causing
      to be made such payments without deduction, the amounts due under this Agreement
      shall be increased to such amount as may be necessary so that DEG receives
      the
      full amount it would have received (taking into account any such taxes, duties,
      fees or other charges payable on amounts payable by the Guarantor under this
      subsection) had such payments been made without such deduction.

     

    (d) If
      subsection (c) above applies and DEG so requires, the Guarantor shall deliver
      to
      DEG official tax receipts evidencing payment (or certified copies of them)
      within thirty (30) days of the date of payment.

     

    Section
      2.5 Certificate
      Conclusive.  A certificate of DEG stating:

     

    (a) the
      amount of the Guaranteed Obligations due and payable; or

     

    (b) any
      amount due and payable by the Guarantor under this Agreement; or

     

    (c) the
      amount of the Guaranteed Obligations, whether currently due and payable or
      not,
      shall be conclusive in the absence of manifest error.

     

    Section
      2.6 Application
      of Payments.  DEG may apply any amounts received by it or
      recovered under:

     

    (a) any
      Security; and

     

    (b) any
      other
      document or agreement which is a security for any of the Guaranteed Obligations
      and any other moneys, in such manner as it determines in its absolute
      discretion.

     

    Section
      2.7 Allocation.  If
      the Guarantor at any time pays to DEG an amount less than the full amount then
      due and payable to DEG under this Agreement, DEG may allocate and apply such
      payment to the Guaranteed Obligations in any way or manner and for such purpose
      or purposes as DEG in its sole discretion determines, notwithstanding any
      instruction that the Guarantor might give to the contrary.

     

    ARTICLE
      III

     

    Saving
      Provisions

     

    Section
      3.1 Waiver
      of Defenses.  The Guarantor’s obligations under this Guarantee
      shall not be affected or impaired by any act, omission, circumstance (other
      than
      complete payment of the Guaranteed Obligations), matter or thing which, but
      for
      this provision, would reduce, release or prejudice any of its obligations under
      this Agreement or which might otherwise constitute a legal or equitable
      discharge or defense of a surety or a guarantor, including (whether or not
      known
      to the Guarantor or to DEG):

     

    (a) any
      time,
      waiver, composition, forbearance or concession given to the SPV or any other
      person;

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    (b) any
      assertion of, or failure to assert, or delay in asserting, any right, power
      or
      remedy against the SPV or any other person, or in respect of any security for
      the Loan;

     

    (c) any
      amplification, amendment (however fundamental), variation or replacement of
      the
      provisions of any Transaction Document or of any other agreement or security
      between DEG and the SPV;

     

    (d) any
      failure of the SPV or the Guarantor to comply with any requirement of any law,
      regulation or order;

     

    (e) the
      dissolution, liquidation, reorganization or other alteration of the legal status
      or structure of the SPV or the Guarantor;

     

    (f) any
      purported or actual assignment of the Loan by DEG to any other party;
      or

     

    (g) the
      DEG
      Loan Agreement or any other Transaction Document being in whole or in part
      illegal, void, voidable, avoided, invalid, unenforceable or otherwise of limited
      force and effect.

     

    Section
      3.2 Immediate
      Recourse.  The Guarantor waives any right it may have of first
      requiring DEG (or any trustee, agent or other person acting on its behalf)
      to
      proceed against or enforce any other rights or security or claim payment from
      any person before claiming from the Guarantor under this Agreement.

     

    Section
      3.3 Non-Subrogation,
      etc.  (a)  If
      any amounts have become payable or have been paid by the Guarantor under this
      Agreement, the Guarantor shall not, in respect of such monies, seek to enforce
      repayment, obtain the benefit of any security or exercise any other rights
      or
      legal remedies of any kind which may accrue to the Guarantor against the SPV,
      whether by way of subrogation, offset, counterclaim or otherwise, in respect
      of
      the amount so payable or so paid (or in respect of any other monies for the
      time
      being due to the Guarantor from the SPV) if and for so long as any Guaranteed
      Obligations remain payable.

     

    The
      Guarantor shall hold in trust for, and forthwith pay or transfer to, DEG any
      payment or distribution or benefit of security received by it contrary to this
      Section 3.3.

     

    (b) Upon
      the
      payment and satisfaction in full of all the Guaranteed Obligations and of all
      sums now or in future becoming due to DEG from the Guarantor pursuant to this
      Agreement, the Guarantor, if it has made a payment under this Agreement, shall
      be entitled to exercise its rights of subrogation to its proportion of all
      relevant rights of DEG against the SPV pursuant to the DEG Loan
      Agreement.  DEG shall promptly execute, at the expense of the
      Guarantor, an assignment and such other documents in such form as the Guarantor
      may reasonably request to transfer such proportion of such rights of DEG against
      the SPV to the Guarantor as are required for the Guarantor to obtain the full
      benefit of such subrogation.  The Guarantor shall enforce such rights
      directly against the SPV in its own name and not in the name of
      DEG.

     

    Section
      3.4 Bankruptcy
      or Liquidation of the SPV.  If the SPV is adjudged bankrupt or
      insolvent, or a receiver, liquidator, assignee, trustee, sequestrator (or other
      similar official) of the SPV, or any substantial part of its property or other
      assets, is appointed, or the SPV makes any

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    arrangement
      with its creditors, or is liquidated or wound up, the Guarantor shall not claim,
      rank, prove or vote as a creditor of the SPV or its estate in competition with
      DEG in respect of any amounts owing to the Guarantor by the SPV on any account
      whatsoever, but instead shall give DEG the benefit of any such proof and of
      all
      amounts to be received in respect of that proof until all Guaranteed Obligations
      have been fully paid.

     

    Section
      3.5 Appropriation
      of Monies.  Until all of the Guaranteed Obligations have been
      irrevocably paid in full, DEG (or any trustee, agent or other person acting
      on
      its behalf) may:

     

    (a) refrain
      from applying or enforcing any other monies, security or rights held or received
      by DEG (or such trustee, agent or other person) in respect of the Guaranteed
      Obligations, or apply and enforce the same in such manner and order as it sees
      fit (whether against the Guaranteed Obligations or otherwise) and the Guarantor
      shall not be entitled to the benefit of the same; and

     

    (b) hold
      and
      keep for such time as it thinks prudent any monies received, recovered or
      realized under this Agreement, to the credit either of the Guarantor or such
      other person or persons as it thinks fit or in a suspense account.

     

    Section
      3.6 Reinstatement.  (a)  Where
      any discharge (whether in respect of the obligations of the SPV, the Guarantor
      or any security for those obligations or otherwise) is made in whole or in
      part
      or any arrangement is made on the faith of any payment, security or other
      disposition which is avoided or must be restored on insolvency, liquidation
      or
      otherwise without limitation, the liability of the Guarantor under this
      Agreement shall continue or shall be reinstated (as the case may be) as if
      such
      discharge or arrangement had not occurred.

     

    (b) DEG
      (or
      any trustee, agent or other person acting on its behalf) may concede or
      compromise any claim that any payment, security or other disposition is liable
      to avoidance or restoration.

     

    Section
      3.7 Additional
      Security.  This Agreement is in addition to and is not in any
      way prejudiced by any collateral or other security now or in future held by
      DEG,
      nor shall such collateral or other security held by DEG or the liability of
      any
      person for all or any part of the Guaranteed Obligations be in any manner
      prejudiced or affected by this Agreement.

     

    ARTICLE
      IV

     

    Representations
      and Warranties

     

    Section
      4.1 Representations
      and Warranties.  The Guarantor represents and warrants that as
      of the date of this Agreement:

     

    (a) it
      is a
      company duly organized and validly existing under the laws of its place of
      establishment, and has the corporate power to enter into and deliver and to
      perform its obligations under this Agreement;

     

    (b) the
      execution and delivery by it of this Agreement and the performance by it of
      its
      obligations hereunder have been duly authorized;

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    (c) this
      Agreement has been duly executed by it and constitutes its valid and legally
      binding obligations enforceable in accordance with its terms and would be so
      treated in the courts of its place of incorporation and any other jurisdiction
      to which the Guarantor has agreed to submit in this Agreement;

     

    (d) neither
      the execution and delivery by it of this Agreement nor the performance by it
      of
      its obligations under this Agreement conflicts or will conflict with or result
      in any breach of any of the terms, conditions or provisions of, or violate
      or
      constitute a default or require any consent under:

     

    (i) any
      indenture, mortgage, contract, agreement or other instrument or arrangement
      to
      which it is a party or which purports to be binding upon it or any of its
      property or assets, and will not result in the imposition or creation of any
      material lien, charge, or encumbrance on, or security interest in, any part
      thereof pursuant to the provisions of any such agreement, instrument or
      arrangement; or

     

    (ii) any
      of
      the terms or provisions of its memorandum or articles of association or by-laws;
      or

     

    (iii) any
      statute, rule or regulation or any judgment, decree or order of any court,
      governmental authority, bureau or agency known to the Guarantor and binding
      on
      or applicable to it; and

     

    (e) all
      Authorizations required for the execution and delivery of this Agreement by
      it
      and the performance by it of its obligations hereunder, have been duly obtained
      or granted and are in full force and effect.

     

    Section
      4.2 DEG
      Reliance.  (a)  The Guarantor acknowledges that it
      makes the representations in Section 4.1 with the intention of inducing DEG
      to
      enter into this Agreement and the DEG Loan Agreement and that DEG enters into
      this Agreement and the DEG Loan Agreement on the basis of, and in full reliance
      on, each of such representations.

     

    (b) The
      Guarantor warrants to DEG that each of such representations is true and correct
      in all material respects as of the date of this Agreement and that none of
      them
      omits any matter the omission of which makes any of such representations
      misleading.

     

    Section
      4.3 Rights
      and Remedies not Limited.  DEG’s rights and remedies in
      relation to any misrepresentation or breach of warranty on the part of the
      Guarantor are not prejudiced:

     

    (a) by
      any
      investigation by or on behalf of DEG into the affairs of the
      Guarantor;

     

    (b) by
      the
      execution or the performance of this Agreement; or

     

    (c) by
      any
      other act or thing which may be done by or on behalf of DEG in connection with
      this Agreement and which might, apart from this Section, prejudice such rights
      or remedies.

     

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    Covenants

     

    Section
      5.1 Guarantor’s
      Affirmative Covenants.  Unless DEG otherwise agrees in writing,
      Guarantor shall:

     

    (a) Clinic
      Dividends.  Ensure that: (i) all dividends and distributable
      profits from the Clinics are, to the extent not payable to relevant domestic
      joint venture partners or domestic co-investors, distributed directly or
      indirectly through an Affiliate to the relevant Borrower or the Guarantor and
      not through any other Person; and (ii) all income from any management contracts
      between any Clinic and the Guarantor or any other company affiliated with the
      Guarantor is paid directly or indirectly to the Guarantor or the relevant
      Borrower;

     

    (b) Quarterly
      Reports.  As soon as available or within sixty (60) days after
      the end of each quarter of each Financial Year, whichever is later, furnish
      to
      DEG two (2) copies of its financial statements for such period prepared on
      a
      Consolidated Basis in accordance with the Accounting Principles, which
      requirement is deemed satisfied if such filings have been made publicly
      available and a notice has been sent to DEG regarding the availability of those
      filings;

     

    (c) Annual
      Reports.  As soon as available or within one hundred and twenty
      (120) days after the end of each Financial Year, whichever is later, furnish
      to
      DEG two (2) copies of its financial statements for such Financial Year (which
      are in agreement with its books of account and prepared on a Consolidated Basis
      in accordance with the Accounting Principles), together with an audit report
      on
      them, all in form reasonably satisfactory to DEG, which requirement is deemed
      satisfied if such filings have been made publicly available and a notice has
      been sent to DEG regarding the availability of those filings;

     

    (d) Auditor
      Certification.  As soon as available or within one hundred and
      twenty (120) days after the end of each Financial Year, whichever is later,
      provide a report by the Auditor certifying that, on the basis of its financial
      statements, Guarantor was in compliance with financial covenants under this
      Agreement (including a clear methodology of the calculation of such covenants);
      and

     

    (e) Filings.  Provide
      DEG a copy of all filings that have been made by Guarantor with the Securities
      and Exchange Commission of the United States and/or other Stock Exchange on
      which Guarantor stock is listed within five (5) Business Days after relevant
      filling is made which requirement is deemed satisfied if such filings have
      been
      made available through EDGAR and a notice has been sent to DEG regarding the
      availability of those filings in EDGAR.

     

    Section
      5.2 Guarantor’s
      Negative Covenants.  Unless DEG
      otherwise
      agrees, Guarantor shall not:

     

    (a) Financial
      Debt.  Incur any additional Financial Debt, unless after giving
      effect of such debt transaction:

     

    
      	
              (i)  

            	
              the
                Liabilities to Tangible Net Worth Ratio is not greater than 1.2;
                and

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (ii)  

            	
              The
                Peak Debt Service Coverage Ratio is not less than
                1.2.

            


    

     

    (b) Dividends.  declare
      or pay any cash dividend, make any other cash distribution on its equity, or
      make any payment under any shareholder loans unless:

     

    
      	
              (i)  

            	
              the
                Project Physical Completion Date of both Projects has
                occurred;

            


    

     

    
      	
              (ii)  

            	
              first
                principal repayment of the Loan has been
                made;

            


    

     

    
      	
              (iii)  

            	
              in
                the case of dividends, such payment would be made out of retained
                earnings;

            


    

     

    
      	
              (iv)  

            	
              the
                Peak Debt Service Coverage Ratio is not less than 1.2
                and

            


    

     

    
      	
              (v)  

            	
              after
                giving effect to such payment:

            


    

     

    
      	
              (A)  

            	
              no
                Event of Default or Potential Event of Default exists or is
                continuing;

            


    

     

    
      	
              (B)  

            	
              the
                Current Ratio is not less than 1.5;
                and

            


    

     

    
      	
              (C)  

            	
              the
                Liabilities to Tangible Net Worth Ratio is not greater than
                1.0.

            


    

     

    (c) Guarantees.  Guarantee
      or assume the Liabilities of others except for its Subsidiaries;

     

    (d) Leases.  Enter
      into leases other than Financial Leases, if the aggregate payments are in excess
      of $2,000,000 in any financial year;

     

    (e) Loans.  Make
      loans or advances to, deposits (except commercial bank deposits) with or
      investments in other persons except for its subsidiaries other than short-term
      investment grade marketable securities;

     

    (f) Merger
      of
      Subsidiaries.  Merge, consolidate, reorganize, or dispose of
      any of the Borrowers or Beijing UFH or Beijing United Family Health Center
      or
      Shanghai United Family Hospital Inc., or merge, consolidate, reorganize, or
      dispose of any other Subsidiaries if such action has or could reasonably be
      expected to have a Material Adverse Effect;

     

    (g) Practices.  Engage
      in any corrupt, fraudulent, coercive, collusive or obstructive practice related
      to the Projects; and

     

    (h) Make
      any
      principal payment of the Tranche B Note or Tranche C Note, each as defined
      in
      the Security Purchase Agreement by and between Chindex and Magenta Magic
      Limited, dated November 7, 2007, in each case before the maturity of such
      Tranche B Note and Tranche C Note, as the case may be.

     

     

    
      
        
        

      

      
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    (i) Liens
      on Equity in the
      Borrowers.  Encumber, mortgage, pledge or otherwise secure any
      interest in the registered capital of the Borrowers for the benefit of any
      third
      party, other than to IFC and DEG and in accordance
      with
      the Share Pledge Agreement.

     

    ARTICLE
      VI

     

    Miscellaneous

     

    Section
      6.1 Notices.  Any
      notice, request or other communication to be given or made under this Agreement
      to DEG or to the Guarantor shall be in writing and shall be deemed to have
      been
      duly given or made when it is delivered by hand, airmail, established courier
      service or facsimile to the party to which it is required or permitted to be
      given or made at such party’s address specified below or at such other address
      as such party has designated by notice to the other party hereto.

     

    For
      the
      Guarantor:

     

    Chindex
      International, Inc.

    4340
      East
      West Highway, Suite 1100

    Bethesda,
      Maryland 20814

    Attn:  
      Roberta
      Lipson, CEO

        Lawrence
      Pemble, CFO 

     

    Facsimile:  
      301-215-7719

    502-427-0409

     

    With
      a
      copy sent by e-mail to the attention of Roberta Lipson, CEO, and

    Lawrence
      Pemble, CFO, at:

    E-mail
      addresses:  rlipson@chindex.com
      and

    lpemble@chindex.com
      

     

    For
      DEG:

     

    DEG
–
      Deutsche Investitions-und Entwicklungsgesellschaft mbH

    Belvederestrasse
      40

    50933
      Köln

    Federal
      Republic of Germany

    Attn: 
      ________________________

    Facsimile: 
      + 49-221- 4986-1290

     

    Section
      6.2 English
      Language.  All documents to be furnished or communications to
      be given or made under this Agreement shall be in the English language or,
      if in
      another language, shall be accompanied by a translation into English
      satisfactory to DEG certified by a representative of the Guarantor, which
      translation shall be the governing version between the Guarantor and
      DEG.

     

    Section
      6.3 Expenses.  The
      Guarantor shall pay to DEG or as DEG may direct:

     

     

    
      
        
        

      

      
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    (a) the
      fees
      and expenses of DEG’s counsel in the PRC, Delaware and New York incurred in
      connection with:

     

    
      	
              (i)  

            	
              the
                preparation and/or review, execution and, where appropriate, stamping
                or
                registration of this Agreement;

            


    

     

    
      	
              (ii)  

            	
              the
                giving of any legal opinions required by DEG under this Agreement;
                and

            


    

     

    
      	
              (iii)  

            	
              any
                amendment, supplement or modification to, or waiver under, this Agreement;
                and

            


    

     

    (b) the
      costs
      and expenses incurred by DEG in relation to the enforcement or protection or
      attempted enforcement or protection of its rights under this Agreement,
      including legal and other professional consultants’ fees.

     

    Section
      6.4 Remedies
      and Waivers.  No failure or delay by DEG in exercising any
      power, remedy, discretion, authority or other rights under this Agreement shall
      waive or impair that or any other right of DEG.  No single or partial
      exercise of such a right shall preclude its additional or future
      exercise.  No such waiver shall waive any other right under this
      Agreement.  All waivers or consents given under this Agreement shall
      be in writing.

     

    Section
      6.5 Jurisdiction
      and Enforcement.  (a)  This Agreement shall be
      governed by, and construed in accordance with, the laws of the State of New
      York, United States of America.

     

    (b) For
      the
      exclusive benefit of DEG, the Guarantor irrevocably agrees that any legal
      action, suit or proceeding arising out of or relating to this Agreement may
      be
      brought by DEG in the courts of the State of New York or of the United States
      of
      America located in the Southern District of New York.  Final judgment
      against the Guarantor in any such action, suit or proceeding shall be conclusive
      and may be enforced in any other jurisdiction, including the PRC, by suit on
      the
      judgment, a certified or exemplified copy of which shall be conclusive evidence
      of the judgment, or in any other manner provided by law.

     

    (c) By
      the
      execution of this Agreement, the Guarantor irrevocably submits to the
      non-exclusive jurisdiction of such Court in any such action, suit or proceeding
      and designates, appoints and empowers CT Corporation System, with
      offices
      currently located at 111 Eighth Avenue, 13th
      Floor, New York, New York 10011,
as its authorized agent to receive for and on its behalf service of
      the
      writ of summons or other legal process in any such action, suit or proceeding
      in
      the State of New York.

     

    (d) Nothing
      in this Agreement shall affect the right of DEG to commence legal proceedings
      or
      otherwise sue the Guarantor in the PRC or any other appropriate jurisdiction,
      or
      concurrently in more than one jurisdiction, or to serve process, pleadings
      and
      other papers upon the Guarantor in any manner authorized by the laws of any
      such
      jurisdiction.

     

    (e) As
      long
      as this Agreement remains in force, the Guarantor shall maintain a duly
      appointed agent for the service of summons, complaint and other legal process
      in
      New York, New York, United States of America, for purposes of any legal action,
      suit or proceeding

     

     

    
      
        
        

      

      
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    brought
      by DEG in respect of this Agreement.  The Guarantor shall keep DEG
      advised of the identity and location of such agent.

     

    (f) The
      Guarantor also irrevocably consents, if for any reason the Guarantor’s
      authorized agent for service of process of summons, complaint and other legal
      process in any such action, suit or proceeding is not present in New York,
      New
      York, to service of such papers being made out of those courts by mailing copies
      of the papers by registered United States air mail or by certified United States
      mail, Return Receipt Requested, postage prepaid, to the Guarantor at its address
      specified in Section 6.1.  In such a case, DEG shall also send by
      telex or facsimile, or have sent by telex or facsimile, a copy of the papers
      to
      SPV.

     

    (g) Service
      in the manner provided in subsection (f) above in any such action, suit or
      proceeding will be deemed personal service, will be accepted by the Guarantor
      as
      such and will be valid and binding upon the Guarantor for all purposes of any
      such action, suit or proceeding.

     

    (h) The
      Guarantor irrevocably waives to the fullest extent permitted by applicable
      law:

     

    (i) any
      objection which it may have now or in the future to the laying of the venue
      of
      any such action, suit or proceeding in any court referred to in this
      Section;

     

    (ii) any
      claim
      that any such action, suit or proceeding has been brought in an inconvenient
      forum;

     

    (iii) its
      right
      of removal of any matter commenced by DEG in the courts of the State of New
      York
      to any court of the United States of America; and

     

    (iv) any
      and
      all rights to demand a trial by jury in any such action, suit or proceeding
      brought against the Guarantor by DEG.

     

    (i) To
      the
      extent that the Guarantor may be entitled in any jurisdiction to claim for
      itself or its assets immunity in respect of its obligations under this Guarantee
      from any suit, execution, attachment (whether provisional or final, in aid
      of
      execution, before judgment or otherwise) or other legal process or to the extent
      that in any jurisdiction such immunity (whether or not claimed), may be
      attributed to it or its assets, the Guarantor irrevocably agrees not to claim
      and irrevocably waives such immunity to the fullest extent permitted by the
      laws
      of such jurisdiction.

     

    (j) The
      Guarantor hereby waives any and all rights to demand a trial by jury in any
      action, suit or proceeding arising out of or relating to this Agreement or
      the
      transactions contemplated by this Agreement brought against DEG in any forum
      in
      which DEG is not entitled to immunity from a trial by jury.

     

    (k) To
      the
      extent that the Guarantor may, in any suit, action or proceeding brought in
      any
      of the courts referred to in paragraph (b) above or a court of the PRC or
      elsewhere arising out of or in connection with this Agreement, be entitled
      to
      the benefit of any provision of law

     

     

    
      
        
        

      

      
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    requiring
      DEG in such suit, action or proceeding to post security for the costs of the
      Guarantor (cautiojudicatumsolvi),
      or to post a
      bond or to take similar action, the Guarantor hereby irrevocably waives such
      benefit, in each case to the fullest extent now or in the future permitted
      under
      the laws of the PRC or, as the case may be, the jurisdiction in which such
      court
      is located.

     

    Section
      6.6 Successors
      and Assigns.  This Agreement binds and inures to the benefit of
      the respective successors and assigns of the parties, except that the Guarantor
      may not assign or otherwise transfer all or any part of its rights or
      obligations under this Agreement without the prior written consent of
      DEG.  The benefit of this Agreement may be freely and unconditionally
      assigned, transferred or otherwise disposed of, in whole or in part, by DEG
      to
      any other person, corporate or otherwise.

     

    Section
      6.7 Amendment.  Any
      amendment of any provision of this Agreement shall be in writing and signed
      by
      the parties.

     

    Section
      6.8 Counterparts.  This
      Agreement may be executed in several counterparts, each of which is an original,
      but all of which together constitute one and the same agreement.

     

    Section
      6.9 Termination.  Upon
      the execution of a Local Loan Agreement by a Borrower the Guarantor’s
      obligations hereunder with respect to such Borrower shall immediately
      terminate.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto, acting through their duly authorized
      representatives, have caused this Agreement to be signed in their respective
      names as of the date first above written.

     

    
      	
              CHINDEX
                INTERNATIONAL, INC.

            
	 	 
	 	 
	
              By:

            	/s/
              Lawrence Pemble 
	 	
              Authorized
                Representative

            
	 	
              Name:

            	
              Lawrence
                Pemble

            
	 	
              Title:

            	Chief
              Financial Officer 
	 	 	 
	 	 	 
	
              DEG
                - Deutsche Investitions-und

              Entwicklungsgesellschaft
                mbH

            
	 	 
	 	 
	
              By:

            	/s/
              Hubertus
              Graf von Plettenberg 
	 	
              Authorized
                Representative

            
	 	
              Name:

            	
              Hubertus
                Graf von Plettenberg

            
	 	
              Title:

               

            	
              
                First
                  Vice President

                Manufacturing
                  Industry/Services

              

            


    

    
      
        	
              	 
	 	 
	
                By:

              	/s/
                Gunnar Stork 
	 	Gunnar
                Stork
	 	Senior
                Investment Manager