e60147717ex4_1.htm


    
      

      

    

    
 

    


    


    


    


    


    


    


    Loan
      Agreement

    


    


    


    Between

    


    


    


    CHINDEX
      CHINA HEALTHCARE FINANCE, LLC

    


    


    


    And

    


    


    


    DEG
      – DEUTSCHE INVESTITIONS – UND ENTWICKLUNGSGESELLSCHAFT mbH

    


    


    


    


    


    


    


    


    


    


    


    


    Dated
      January 8, 2008

    


    
      


    

     

     

    
      

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	
              Article
                I  Definitions and
                Interpretation

            	
              1

            
	
              Section
                1.01  Definitions

            	
              1

            
	
              Section
                1.02  Financial
                Calculations

            	
              19

            
	
              Section
                1.03  Interpretation

            	
              19

            
	
              Section
                1.04  Business
                Day Adjustment

            	
              19

            
	
               

              Article
                II  The Loan

            	
               

              20

            
	
              Section
                2.01  The
                Loan

            	
              20

            
	
              Section
                2.02  Disbursement
                Procedure

            	
              20

            
	
              Section
                2.03  Interest

            	
              20

            
	
              Section
                2.04  Default
                Rate Interest

            	
              22

            
	
              Section
                2.05  Repayment

            	
              22

            
	
              Section
                2.06  Prepayment

            	
              23

            
	
              Section
                2.07  Fees

            	
              24

            
	
              Section
                2.08  Currency
                and Place of Payments

            	
              25

            
	
              Section
                2.09  Allocation
                of Partial Payments

            	
              25

            
	
              Section
                2.10  Increased
                Costs

            	
              25

            
	
              Section
                2.11  Unwinding
                Costs

            	
              25

            
	
              Section
                2.12  Suspension
                or Cancellation by DEG

            	
              26

            
	
              Section
                2.13  Cancellation
                by the Onshore
                Borrower

            	
              26

            
	
              Section
                2.14  Taxes

            	
              27

            
	
              Section
                2.15  Expenses

            	
              27

            
	
               

              Article
                III  Representations and
                Warranties

            	
               

              28

            
	
              Section
                3.01  Representations
                and Warranties

            	
              28

            
	
              Section
                3.02  DEG
                Reliance

            	
              29

            
	
              Section
                3.03  Rights
                and Remedies not Limited

            	
              29

            
	
               

              Article
                IV  Conditions of
                Disbursement

            	
               

              30

            
	
              Section
                4.01  General
                Conditions of Initial
                Disbursement

            	
              30

            
	
              Section
                4.02  Onshore
                Borrower’s
                Certification

            	
              32

            
	
              Section
                4.03  Conditions
                for DEG
                Benefit

            	
              33

            
	
               

              Article
                V  [INTENTIONALLY OMITTED]

            	
               

              33

            
	
               

              Article
                VI  Event of Default

            	
               

              33

            
	
              Section
                6.01  Acceleration
                after Default

            	
              33

            
	
              Section
                6.02  Events
                of Default

            	
              33

            
	
              Section
                6.03  Bankruptcy

            	
              36

            
	
               

              Article
                VII  Miscellaneous

            	
               

              36

            
	
              Section
                7.01  Saving
                of Rights

            	
              36

            
	
              Section
                7.02  Notices

            	
              37

            
	
              Section
                7.03  English
                Language

            	
              38

            
	
              Section
                7.04  Term
                of Agreement

            	
              38

            


    

     

     

    
      
        
        

      

      
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              Section
                7.05  Enforcement

            	
              38

            
	
              Section
                7.06  Disclosure
                of Information

            	
              40

            
	
              Section
                7.07  Successors
                and Assignees

            	
              41

            
	
              Section
                7.08  Amendments,
                Waivers and
                Consents

            	
              41

            
	
              Section
                7.09  Counterparts

            	
              41

            
	
              Section
                7.10  Local
                Loan Agreement; Separate
                Transactions

            	
              41

            


    

    


    


    
      	
              ANNEX
                A

            	
              PROJECT
                COST AND FINANCIAL PLAN

            
	
              ANNEX
                B

            	
              ONSHORE
                BORROWER/PROJECT AUTHORIZATIONS

            
	
              ANNEX
                C

            	
              INSURANCE
                REQUIREMENTS

            
	
              ANNEX
                D

            	
              ANTI-CORRUPTION
                GUIDELINES FOR IFC TRANSACTIONS

            
	
              SCHEDULE
                1

            	
              FORM
                OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

            
	
              SCHEDULE
                2

            	
              FORM
                OF REQUEST FOR DISBURSEMENT

            
	
              SCHEDULE
                3

            	
              FORM
                OF DISBURSEMENT RECEIPT

            
	
              SCHEDULE
                4

            	
              FORM
                OF SERVICE OF PROCESS LETTER

            
	
              SCHEDULE
                5 (A)

            	
              MATTERS
                TO BE COVERED IN LOCAL COUNSEL’S LEGAL OPINION

            
	
              SCHEDULE
                6

            	
              FORM
                OF LETTER TO ONSHORE BORROWER’S AUDITORS

            
	
              SCHEDULE
                7

            	
              FORM
                OF ONSHORE BORROWER’S CERTIFICATION ON DISTRIBUTION OF
                DIVIDENDS

            
	
              SCHEDULE
                8

            	
              INFORMATION
                TO BE INCLUDED IN ANNUAL AND QUARTERLY REVIEW OF
                OPERATIONS

            
	
              SCHEDULE
                9

            	
              SPECIAL
                REPRESENTATIONS AND WARRANTIES

            
	
              SCHEDULE
                10

            	
              SPECIAL
                COVENANTS

            
	
              SCHEDULE
                11

            	
              SPECIAL
                CONDITIONS OF DISBURSEMENT

            
	
              SCHEDULE
                12

            	
              ANNUAL
                MONITORING REPORT (AMR)

            
	
              EXHIBIT
                1A

            	
              FORM
                OF SPV GUARANTEE AGREEMENT

            
	
              EXHIBIT
                1B

            	
              FORM
                OF ONSHORE BORROWER GUARANTEE AGREEMENT

            
	
              EXHIBIT
                2

            	
              FORM
                OF MORTGAGE AGREEMENT

            
	
              EXHIBIT
                3

            	
              FORM
                OF SHARE PLEDGE AGREEMENT

            
	
              ANNEX
                AA

            	
              METHODOLOGY
                FOR DETERMINATION OF THE BASE FIXED RATE FOR EACH LOAN
                DISBURSEMENT

            
	
              ANNEX
                BB

            	
              METHODOLOGY
                FOR CALCULATION OF REDEPLOYMENT COSTS 

            
	 	 


    


    
      
        
        

      

      
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    LOAN
      AGREEMENT

     

    LOAN
      AGREEMENT (the “Agreement”) dated January 8,
      2007, between CHINDEX CHINA HEALTHCARE FINANCE, LLC., a limited liability
      company organized and existing under the laws of the State of Delaware of the
      United States of America (“SPV”); and DEG –Deutsche
      Investitions – und Entwicklungsgesellschaft mbH, (Registration No. HRB1005) a
      limited liability company organized and existing under the laws of the Federal
      Republic of Germany (“DEG”).

     

    RECITALS

     

    Chindex
      International Inc. (“Chindex”) is the owner of
      100%
      of the membership interest in SPV;

     

    Chindex
      will form a subsidiary, Beijing UFH (as defined below), to undertake the Beijing
      Project (as defined below) and will form a subsidiary, Guangzhou UFH (as defined
      below), to undertake the Guangzhou Project (as defined below);

     

    Chindex
      has entered into a separate Loan Agreement with International Finance
      Corporation (“IFC”)
      under which IFC has agreed to loan (“the “IFC
      Loan”) Twenty-Five Million
      Dollars ($25,000,000) to finance the Projects;

     

    Chindex
      has requested DEG to provide the loan described in this Agreement as additional
      financing for the construction, equipping and placing into operation by each
      Onshore Borrower (as defined below) of its Project and certain other costs
      and
      expenditures associated with the development by each Onshore Borrower of its
      Project;

     

    Simultaneous
      with the execution of this Agreement Chindex is executing a Guarantee Agreement
      in the form of Exhibit 1A annexed hereto pursuant to which Chindex is
      guaranteeing the obligations of SPV and the Onshore Borrowers to DEG hereunder;
      and

     

    DEG
      is
      willing to provide the loan to each Onshore Borrower upon the terms and
      conditions set forth in this Agreement.

     

     

    
      
        
          ARTICLE
            I

           

        

      

    

    Definitions
      and Interpretation

     

    Section
      1.01 Definitions.  Wherever
      used in this Agreement,
      the following terms have the meanings opposite them:

    

      
        	
                “Accounting
                  Standards”

              	
                United
                  States Generally Accepted Accounting Practices (“US
                  GAAP”);

              
	
                “Affiliate”

              	
                any
                  Person directly or indirectly controlling, controlled by or under
                  common
                  control with, an Onshore Borrower (for purposes of this definition,
                  “control” means the power to direct the management or policies of a
                  Person, directly or

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
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                indirectly,
                  whether through the ownership of shares or other securities, by
                  contract
                  or otherwise, provided that the direct or indirect ownership of
                  fifty  per cent (50%) or more of the voting share capital of a
                  Person is deemed to constitute control of that Person, and “controlling”
                  and “controlled” have corresponding meanings);

              
	
                “Annual
                  Monitoring Report”

              	
                the
                  current annual monitoring report substantially in the form of Schedule
                  12
                  hereto setting out the specific social, environmental and developmental
                  impact information to be provided by each Onshore Borrower in respect
                  of
                  its Project, as such form of Annual Monitoring Report may be amended
                  or
                  supplemented from time to time with IFC’s consent;

              
	
                “Applicable
                  S&E Law”

              	
                all
                  applicable statutes, laws, ordinances, rules and regulations of
                  the
                  Country, including without limitation, licenses, permits or other
                  governmental Authorizations setting standards concerning environmental,
                  social, labor, health and safety or security risks of the type
                  contemplated by the Performance Standards or imposing liability
                  for the
                  breach thereof;

              
	
                “Auditors”

              	
                BDO
                  Seidman (“BDO”),
                  or its affiliates, or, in the case of the Onshore Borrowers, Shanghai
                  JaHwa Certified Public Accountants Co, Ltd, or its affiliates,
                  or such
                  other firm of recognized independent public accountants acceptable
                  to DEG,
                  that Chindex or the relevant Onshore Borrower, as applicable, appoints
                  from time to time, subject to, in the case of the Onshore Borrowers,
                  Section 5.01 (e) (Affirmative Covenants) of Schedule 10
                  hereto;

              
	
                “Authority”

              	
                any
                  national, regional or local government or governmental, administrative,
                  fiscal, judicial, or government-owned body, department, commission,
                  authority, tribunal, agency or entity, or central bank (or any
                  Person,
                  whether or not government owned and howsoever constituted or called,
                  that
                  exercises the functions of a central bank);

              
	
                “Authorization”

              	
                any
                  consent, registration, filing, agreement, notarization, certificate,
                  license, approval, permit, authority or exemption from, by or with
                  any
                  Authority, whether given by express action or deemed given by failure
                  to
                  act within any specified time period;

              
	
                “Authorized
                  Representative”

              	
                any
                  natural person who is duly authorized by the Onshore Borrower to
                  act on
                  its behalf for the purposes specified in, and whose name and a
                  specimen of
                  whose signature appear on, the Certificate of Incumbency and Authority
                  most recently delivered by the Onshore Borrower to DEG;

              
	
                “Base
                  Fixed Rate”

              	
                for
                  each Disbursement of each relevant Loan, the rate determined in
                  accordance
                  with Article II hereof, and with the methodology set out in Annex
                  AA
                  hereto;

              


      

      



      
        
          
          

        

        
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                “Beijing
                  Hospital”

              	
                the
                  hospital and health care facility to be located in Beijing, as
                  further
                  described in a report dated October 2006, and revised from time
                  to time by
                  Chindex, provided to DEG;

              
	
                “Beijing
                  Project”

              	
                the
                  construction, equipping and placing into operation of a hospital
                  and
                  health care facility to be located in Beijing, as further described
                  in a
                  report dated October 2006, and revised from time to time by Chindex,
                  provided to DEG;

              
	
                “Beijing  UFH”

              	
                the
                  entity to be established in Beijing, PRC to undertake the construction,
                  equipping and operation of the Beijing Hospital;

              
	
                “Business
                  Day”

              	
                a
                  day when banks are open for business in New York, New York and
                  Beijing,
                  PRC or, solely for the purpose of determining the applicable Interest
                  Rate, London, England;

              
	
                “CAO”

              	
                Compliance
                  Advisor Ombudsman, the independent accountability mechanism for
                  IFC that
                  impartially responds to environmental and social concerns of affected
                  communities and aims to enhance outcomes;

              
	
                “CAO’s
                  Role”

              	
                (i)          
                  to respond to complaints by persons who have been or are likely
                  to be
                  directly affected by the social or environmental impacts of IFC
                  projects;
                  and

              
	 	
                (ii)   to
                  oversee
                  audits of IFC’s social and environmental performance, particularly in
                  relation to sensitive projects, and to ensure compliance with IFC’s social
                  and environmental policies, guidelines, procedures and
                  systems;

              
	
                “Certificate
                  of Incumbency and Authority”

              	
                a
                  certificate provided to DEG by the relevant Onshore Borrower in
                  the form
                  of Schedule 1 hereto;

              
	
                “Charters”

              	
                with
                  respect to SPV, its certificate of formation, with respect to Chindex,
                  its
                  certificate of incorporation, and with respect to each of the Onshore
                  Borrowers, its articles of association;

              
	
                “Chindex
                  International Inc.” or

                “Chindex”

              	
                a
                  corporation organized and existing under the laws of the State
                  of Delaware
                  of the United States of America;

              
	
                “Clinics”

              	
                means
                  the following:

              
	 	
                (i)           
                  the “Shunyi Clinic” located at No. 1 Lu, Nanxin Yuan, Likan Village,
                  Tianzhu Town, Shunyi District, Beijing, China;

              
	 	
                (ii)           the
                  “Jianguomen Clinic” located at Sub-level 1, Apartment Building of Beijing
                  International Hotel Club, No. 21 Jianguomen Wai Street, Chaoyang
                  District,
                  Beijing, China;

              
	 	
                (iii)          the
                  “SRC Minhang Clinic” located at 555 Jinfeng Road, Minhang District,
                  Shanghai, China; and

              
	 	
                (iv)         any
                  other medical clinic established or to be established by any of
                  entities
                  within the Group;

              
	
                “Coercive
                  Practice”

              	
                the
                  impairing or harming, or threatening to impair or harm, directly
                  or
                  indirectly, any party or the property of the
                  party

              


      

      



      
        
          
          

        

        
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                to
                  influence improperly the actions of a party;

              
	
                “Collusive
                  Practice”

              	
                an
                  arrangement between two or more parties designed to achieve an
                  improper
                  purpose, including to influence improperly the actions of another
                  party;

              
	
                “Consolidated”
                  or “Consolidated

                Basis”

              	
                has
                  the meaning provided in Section 1.02 (c) (Financial Calculations)
                  hereof;

              
	
                “Corrupt
                  Practice”

              	
                the
                  offering, giving, receiving or soliciting, directly or indirectly,
                  of
                  anything of value to influence improperly the actions of another
                  party;

              
	
                “Country”

              	
                the
                  People’s Republic of China;

              
	
                “Current
                  Assets”

              	
                the
                  aggregate of the Chindex’s or the relevant Onshore Borrower’s, as
                  applicable, cash, investments classified as “held for trading”,
                  investments classified as “available for sale”, trade and other
                  receivables realizable within one year, inventories and prepaid
                  expenses
                  which are to be charged to income within one year;

              
	
                “Current
                  Liabilities”

              	
                the
                  aggregate of all Liabilities of Chindex or the relevant Onshore
                  Borrower,
                  as applicable, falling due on demand or within one year (including
                  the
                  portion of Long term Debt falling due within one year);

              
	
                “Current
                  Ratio”

              	
                the
                  result obtained by dividing Current Assets of such Person (less
                  prepaid
                  expenses) by Current Liabilities of such Person. For the purposes
                  of
                  calculating this ratio for Chindex, the balance in the Sinking
                  Fund
                  Account (as defined in the IFC RMB Loan Agreement dated October
                  10, 2005)
                  shall be deducted from Current Assets and any payment due on the
                  Sinking
                  Fund Account within one year shall be added to Current
                  Liabilities;

              
	
                “DEG
                  Security”

              	
                the
                  security created by or pursuant to the Security Documents to secure
                  all
                  amounts owing by the relevant Onshore Borrower to DEG under the
                  Local Loan
                  Agreements;

              
	
                “Derivative
                  Transaction”

              	
                any
                  swap agreement, cap agreement, collar agreement, futures contract,
                  forward
                  contract or similar arrangement with respect to interest rates,
                  currencies
                  or commodity prices;

              
	
                “Disbursement”

              	
                any
                  disbursement of the Loan;

              
	
                “Disbursement
                  Interest Rate”

              	
                for
                  each Disbursement, a rate of interest equal to the sum
                  of:

              
	 	
                (i)           
                  the Spread; and

              
	 	
                (ii)           the
                  Base Fixed Rate;

              
	
                “Dollars”
                  and “$”

              	
                the
                  lawful currency of the United States of America;

              
	
                “EBITDA”

              	
                for
                  the year most recently ended for which Annual Reviewed Combined
                  Financial
                  Statements of such Person are available, Net Income plus the sum
                  of
                  interest expense, income taxes, extraordinary items, depreciation,
                  amortization and any other non-cash expenses (to the extent each
                  was
                  deducted in the

              


      

      



      
        
          
          

        

        
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                calculation
                  of Net Income);

              
	
                “ESRS”

              	
                the  Environmental
                  and Social Review Summary dated July 18, 2007, which sets out specific
                  social and environmental measures as actions to be undertaken by
                  the
                  relevant Onshore Borrower to enable the Project to comply with
                  the
                  Performance Standards, as such may be amended or supplemented from
                  time to
                  time with IFC’s consent;

              
	
                “Event
                  of Default”

              	
                any
                  one of the events specified in Section 6.02 (Events of Default)
                  hereto;

              
	
                “Financing
                  Documents”

              	
                collectively:

              
	 	
                (i)            this
                  Agreement (or the Local Loan Agreements, as
                  applicable);

              
	 	
                (ii)           the
                  Share Retention Agreement; and

              
	 	
                (iii)          the
                  Security Documents;

              
	
                “Financial
                  Debt”

              	
                any
                  indebtedness of Chindex or the relevant Onshore Borrower, as applicable,
                  for or in respect of:

              
	 	
                (i)            borrowed
                  money;

              
	 	
                (ii)          the
                  outstanding principal amount of any bonds, debentures, notes, loan
                  stock,
                  commercial paper, acceptance credits, bills or promissory notes
                  drawn,
                  accepted, endorsed or issued by Chindex or such Onshore Borrower,
                  as
                  applicable;

              
	 	
                (iii)         the
                  deferred purchase price of assets or services (except trade accounts
                  incurred and payable in the ordinary course of business to trade
                  creditors
                  within ninety (90) days of the date they are incurred and which
                  are not
                  overdue);

              
	 	
                (iv)         non-contingent
                  obligations of Chindex or the relevant Onshore Borrower, as applicable,
                  to
                  reimburse any other person for amounts paid by that person under
                  a letter
                  of credit or similar instrument (excluding any letter of credit
                  or similar
                  instrument issued for the benefit of Chindex or the relevant Onshore
                  Borrower, as applicable, with respect to trade accounts that are
                  payable
                  in the ordinary course of business within ninety (90) days of the
                  date of
                  determination and which are not overdue);

              
	 	
                (v)          the
                  amount of any Liability in respect of any Financial
                  Lease;

              
	 	
                (vi)         amounts
                  raised under any other transaction having the financial effect
                  of a
                  borrowing and which would be classified as a borrowing (and not
                  as an
                  off-balance sheet financing) under the Accounting
                  Standards;

              
	 	
                (vii)        the
                  amount of Chindex’s or the relevant Onshore Borrower’s, as applicable,
                  obligations under derivative transactions entered into in
                  connection

              


      

      



      
        
          
          

        

        
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                with
                  the protection against or benefit from fluctuation in any rate
                  or price
                  (but only the net amount owing by Chindex or such Onshore Borrower,
                  as
                  applicable, after marking the relevant derivative transactions
                  to
                  market);

              
	 	
                (viii)       any
                  premium payable on a redemption or replacement of any of the foregoing
                  items; and

              
	 	
                (ix)   the
                  amount of
                  any liability in respect of any guarantee or indemnity for any
                  of the
                  foregoing items incurred by any other person;

              
	
                “Financial
                  Lease”

              	
                any
                  lease or hire purchase contract which would, under the Accounting
                  Standards, be treated as a finance or capital lease;

              
	
                “Financial
                  Plan”

              	
                the
                  proposed sources of financing for the Project as set out in Annex
                  A (Project Cost
                  and Financial
                  Plan);

              
	
                “Financial
                  Year”

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

              
	
                “Fraudulent
                  Practice”

              	
                any
                  action or omission, including misrepresentation, that knowingly
                  or
                  recklessly misleads, or attempts to mislead, a party to obtain
                  a financial
                  benefit or to avoid an obligation;

              
	
                “Grace
                  Period”

              	
                in
                  respect of each Loan, the period commencing on the date of first
                  Disbursement of that Loan and ending on the date which is three
                  years and
                  three calendar months following the date of such first
                  Disbursement;

              
	
                “Group”

              	
                collectively,
                  Chindex, SPV the Onshore Borrowers, Beijing United Family Health
                  Center,
                  Shanghai United Family Hospital, and any of their present or future
                  Subsidiaries or Affiliates;

              
	
                “Guangzhou
                  Hospital”

              	
                the
                  hospital and health care facility to be located in Guangzhou, as
                  further
                  described in a report dated October 2006, and revised from time
                  to time by
                  Chindex, provided to DEG;

              
	
                “Guangzhou
                  Project”

              	
                the
                  construction, equipping and placing into operation of a hospital
                  and
                  health care facility to be located in Guangzhou, as further described
                  in a
                  report dated October 2006, and revised from time to time by Chindex,
                  provided to DEG;

              
	
                “Guangzhou
                  UFH”

              	
                the
                  entity to be established in Guangzhou, PRC to undertake the construction,
                  equipping and operation of the Guangzhou Hospital;

              
	
                “Guarantee
                  Agreement”

              	
                means
                  each of the Guarantee Agreements entitled “Guarantee Agreement” between
                  Chindex and DEG pursuant to which Chindex will guaranty the obligations
                  to
                  DEG of (i) SPV under this Agreement, which
                  Guarantee

              


      

      



      
        
          
          

        

        
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                Agreement
                  shall be substantially in the form of Exhibit 1A hereto, or (2)
                  the
                  respective Onshore Borrower under the Local Loan Agreement between
                  DEG and
                  such Onshore Borrower, which Guarantee Agreement shall be in the
                  Loan of
                  Exhibit 1B hereto.

              
	
                “Hospitals”

              	
                the
                  Beijing Hospital and the Guangzhou Hospital;

              
	
                “IFC”

              	
                International
                  Finance Corporation an international organization established by
                  Articles
                  of Agreement among its members countries including the
                  country;

              
	
                “IFC
                  Loan”

              	
                the
                  loan to be granted by IFC to Chindex and the Onshore Borrowers
                  for the
                  primary purpose of financing the Projects;

              
	
                “IFC
                  Loan Agreement”

              	
                the
                  Loan Agreement dated as of December 10, 2007 between Chindex International
                  Inc. and IFC

              
	
                “IFC
                  RMB Loan”

              	
                the
                  loan granted by IFC pursuant to the RMB Loan Agreement;

              
	
                “IFC
                  RMB Loan Agreement”

              	
                the
                  “RMB Loan Agreement” signed among IFC on the one hand, and Beijing United
                  Family Health Center and Shanghai United Family Hospital, Inc.
                  (as
                  co-Onshore Borrowers) on the other hand, dated October 10,
                  2005;

              
	
                “Increased
                  Costs”

              	
                the
                  amount certified in an Increased Costs Certificate to be the net
                  incremental costs of, or reduction in return to, DEG in the Loan
                  to any
                  Onshore Borrower in connection with the making or maintaining of
                  such Loan
                  that result from:

              
	 	
                (i)           any
                  change in any applicable law or regulation or directive (whether
                  or not
                  having the force of law) or in its interpretation or application
                  by any
                  Authority charged with its administration; or

              
	 	
                (ii)          compliance
                  with any request from, or requirement of, any central bank or other
                  monetary or other Authority;

              
	 	
                which,
                  in either case, after the date of this Agreement:

              
	 	
                (A)     imposes,
                  modifies or makes applicable any reserve, special deposit or similar
                  requirements against assets held by, or deposits with or for the
                  account
                  of, or loans made by, DEG;

              
	 	
                (B)     
                  imposes a cost on DEG as a result of DEG having made such Loan
                  or reduces
                  the rate of return on the overall capital of DEG that it would
                  have
                  achieved, had DEG not made such Loan;

              
	 	
                (C)     
                  changes the basis of taxation on payments received by DEG in respect
                  of
                  such Loan (otherwise than by a change in taxation of the overall
                  net
                  income of DEG, if any); or

              
	 	
                (D)     
                  imposes on DEG any other condition regarding the making or maintaining
                  of
                  such Loan;

              


      

      



      
        
          
          

        

        
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                “Increased
                  Costs Certificate”

              	
                a
                  certificate provided from time to time by DEG to the applicable
                  Onshore
                  Borrower, certifying:

              
	 	
                (i)          the
                  circumstances giving rise to the Increased Costs;

              
	 	
                (ii)         that
                  the costs of DEG have increased or the rate of return has been
                  reduced;

              
	 	
                (iii)          that,
                  DEG, in DEG’s reasonable opinion, exercised reasonable efforts to minimize
                  or eliminate the relevant increase or reduction, as the case may
                  be;
                  and

              
	 	
                (iv)         the
                  amount of Increased Costs;

              
	
                “Interest
                  Payment Date”

              	
                in
                  respect of each respective Loan, and in respect of each year, the
                  following dates:

              
	 	
                (i)          
                  the first Interest Payment Date shall be the 15th day of the month
                  occurring on or after the date of completion of the Grace Period;
                  and

              
	 	
                (ii)          each
                  Interest Payment Date thereafter shall be the numerically corresponding
                  date falling six calendar months after the immediately preceding
                  Interest
                  Payment Date;

              
	
                “Interest
                  Rate”

              	
                for
                  any particular Onshore Borrower, beginning on the Loan Consolidation
                  Date,
                  the rate at which interest is payable on the Loan, as determined
                  in
                  accordance with Article II;

              
	
                Interest
                  Rate Setting Date”

              	
                for
                  each Disbursement, the date on which the Base Fixed Rate is set
                  pursuant
                  to Section 2.03 (d)

              
	
                “Joint
                  Venture Agreements”

              	
                the
                  proposed joint venture agreements to be entered
                  into  between  Chindex  for the
                  incorporation of the Beijing UFH and Guangzhou UFH,
                  respectively;

              
	
                “Liabilities”

              	
                the
                  aggregate of all obligations (actual or contingent) of Chindex
                  or the
                  relevant Onshore Borrower, as applicable, to pay or repay money,
                  including, without limitation:

              
	 	
                (i)            Financial
                  Debt;

              
	 	
                (ii)         
                  the amount of all liabilities of Chindex or such Onshore Borrower,
                  as the
                  case may be, (actual or contingent) under any conditional sale
                  or a
                  transfer with recourse or obligation to repurchase, including,
                  without
                  limitation, by way of discount or factoring of book debts or
                  receivables;

              
	 	
                (iii)          taxes
                  (including deferred taxes);

              
	 	
                (iv)         trade
                  accounts that are payable in the ordinary course of business within
                  ninety
                  (90) days of the date they are incurred and which are not overdue
                  (including letters of credit or similar instruments issued for
                  the benefit
                  of Chindex or such Onshore Borrower, as the case may be, with respect
                  to
                  such trade accounts);

              
	 	
                (v)          accrued
                  expenses, including wages and other amounts due to employees and
                  other
                  services providers;

              
	 	
                (vi)          the
                  amount of all liabilities of Chindex or
                  such

              


      

      



      
        
          
          

        

        
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                Onshore
                  Borrower, as the case may be, howsoever arising to redeem any of
                  its
                  shares; and

              
	 	
                (vii)        to
                  the extent not included in the definition of Financial Debt, the
                  amount of
                  all liabilities of any person to the extent Chindex or such Onshore
                  Borrower, as the case may be, guarantees them or otherwise obligates
                  itself to pay them;

              
	
                “Liabilities
                  to Tangible Net

                Worth
                  Ratio”

              	
                the
                  result obtained by dividing Liabilities of such Person by Tangible
                  Net
                  Worth of such Person. For the purpose of calculating this ratio
                  based on
                  the Consolidated Financial Statements of Chindex, (i) the balance
                  of the
                  Sinking Fund Account will be deducted from the DEG Loan amount
                  outstanding
                  for the purposes of the Liabilities calculation and the balance
                  in the
                  Sinking Fund Account will be deducted from Tangible Net Worth in
                  the
                  Tangible Net Worth calculation; (ii) prior to Maturity,  the
                  Tranche B Notes and Tranche C notes as defined in the Securities
                  Purchase
                  Agreement by and among Chindex and Magenta Magic Limited dated
                  November 7,
                  2007 shall be deducted from the Liabilities and added to Tangible
                  Net
                  Worth; and (iii) the letters of credit for the medical product
                  division of
                  Chindex up to five million US dollars shall be excluded from the
                  Liabilities.

              
	
                “Lien”

              	
                any
                  mortgage, pledge, charge, assignment, hypothecation, security interest,
                  title retention, preferential right, trust arrangement, right of
                  set-off,
                  counterclaim or banker’s lien, privilege or priority of any kind having
                  the effect of security, any designation of loss payees or beneficiaries
                  or
                  any similar arrangement under or with respect to any insurance
                  policy or
                  any preference of one creditor over another arising by operation
                  of
                  law;

              
	
                “Loan”

              	
                for
                  each Onshore Borrower, the loan specified in Section 2.01(a) (The Loan) or,
                  as the
                  context requires, its principal amount from time to time
                  outstanding;

              
	
                “Loan
                  Consolidation Date”

              	
                for
                  any particular Onshore Borrower, the first Interest Payment Date
                  after the
                  Loan  for that Onshore Borrower has been fully disbursed (or the
                  undisbursed balance of the relevant Loan  has been
                  canceled);

              
	
                “Loan
                  Currency”

              	
                Dollars
                  or $;

              
	
                “Local
                  Loan Agreement”

              	
                has
                  the meaning ascribed to that term in Section 4.02(b) (Loan Agreements
                  with Onshore
                  Borrowers).

              
	
                “Long-term
                  Debt”

              	
                that
                  part of Financial Debt whose final maturity, by its terms or terms
                  of any
                  agreement relating to it, falls due more than one year after the
                  date it
                  is incurred;

              
	
                “Management
                  Contract”

              	
                the
                  management agreements to be entered into between Chindex and each
                  of the
                  respective Onshore Borrowers;

              


      

      



      
        
          
          

        

        
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                “Material
                  Adverse Effect”

              	
                a
                  material adverse effect on:

              
	 	
                (i)          
                  the Onshore Borrower, its assets or properties;

              
	 	
                (ii)           the
                  Onshore Borrower’s business prospects or financial
                  condition;

              
	 	
                (iii)         with
                  respect to each Onshore Borrower, the implementation of the Project
                  of
                  such Onshore Borrower, the Financial Plan of such Onshore Borrower
                  or the
                  carrying on of such Onshore Borrower’s business or operations;
                  or

              
	 	
                (iv)         the
                  ability of the Onshore Borrower to comply with its obligations
                  under this
                  Agreement, or under any other Transaction Document or Project Document
                  to
                  which it is a party;

              
	
                “Mortgage
                  Agreements”

              	
                the
                  agreements entitled “Mortgage Agreement” to be entered into between DEG
                  and each of the Onshore Borrowers, pursuant to which, to the extent
                  permitted by applicable law and reasonably customary for such document
                  in
                  the Country, and, subject to Section 4.01(k) hereof, such Onshore
                  Borrower
                  shall create a  first ranking mortgage over all present and
                  future (i)  immovable assets of such Onshore Borrower, including
                  all granted land use rights of such Onshore Borrower, buildings
                  and other
                  rights of such Onshore Borrower associated with these assets; and
                  (ii)
                  machinery and equipment of such Onshore Borrower, and, in each
                  case, in
                  substantially the form of Exhibit 2  attached
                  hereto;

              
	
                “Net
                  Income”

              	
                for
                  any Financial Year, the excess (if any) of gross income over total
                  expenses (provided that income taxes shall be treated as part of
                  total
                  expenses) appearing in the audited financial statements for such
                  Financial
                  Year;

              
	
                “Non-Cash
                  Items”

              	
                for
                  any Financial Year, the net aggregate amount (which may be a positive
                  or
                  negative number) of all non-cash expenses and non-cash credits
                  which have
                  been subtracted or, as the case may be, added in calculating Net
                  Income
                  during that Financial Year, including, without limitation, depreciation,
                  amortization, deferred taxes, provisions for severance pay of staff
                  and
                  workers, provision for bad debt, bad debt write off and credits
                  resulting
                  from revaluation of the assets’ book value;

              
	
                “Obstructive
                  Practice”

              	
                (i)
                  deliberately destroying, falsifying, altering or concealing of
                  evidence
                  material to the investigation or making of false statements to
                  investigators, in order to materially impede a World Bank Group
                  investigation into allegations of a Corrupt Practice, Fraudulent
                  Practice,
                  Coercive Practice or Collusive Practice, and/or threatening, harassing
                  or
                  intimidating any party to prevent it from disclosing
                  its

              


      

      



      
        
          
          

        

        
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                knowledge
                  of matters relevant to the investigation or from pursuing the
                  investigation, or (ii) acts intended to materially impede the exercise
                  of
                  IFC’s access to contractually required information in connection with
                  a
                  World Bank Group investigation into allegations of a Corrupt Practice,
                  Fraudulent Practice, Coercive Practice or Collusive
                  Practice;

              
	
                “Onshore
                  Borrower Guarantee Agreement”

              	
                means
                  each agreement entitled “Guarantee Agreement” between Chindex and DEG
                  pursuant to which Chindex shall guarantee the payment obligations
                  of each
                  Onshore Borrower under its respective Local Loan Agreement, such
                  Guarantee
                  Agreement in each case to be substantially in the form of Exhibit
                  1B
                  hereto;

              
	
                “Onshore
                  Borrowers”

              	
                Beijing
                  UFH and Guangzhou UFH or either of them as the context may
                  require;

              
	
                “PRC”

              	
                The
                  People’s Republic of China

              
	
                “Peak
                  Debt Service Coverage

                Ratio”

              	
                the
                  ratio obtained by dividing:

              
	 	
                (i)          
                  the aggregate, for the Financial Year most recently ended prior
                  to the
                  relevant date of calculation for which audited financial statements
                  are
                  available, of Chindex’s or the relevant Onshore Borrower’s, as applicable,
                  (A) Net Income, (B) Non-Cash Items and (C) the amount of all payments
                  that
                  were due during that Financial Year on account of interest and
                  other
                  charges on Financial Debt (to the extent deducted from Net
                  Income);

              
	 	
                by

              
	 	
                (ii)          the
                  aggregate of (A) the highest aggregate amount, in any financial
                  year after
                  the financial year described in clause (i) above until the final
                  scheduled
                  maturity of the DEG Loan, of all scheduled payments (including
                  payments to
                  be made to the Sinking Fund Account pursuant to Section 6.01(d)
                  of the IFC
                  RMB Loan Agreement and the difference between the final balloon
                  payment
                  the scheduled balance in the Sinking Fund Account) falling due
                  on account
                  of principal of Long-term Debt and interest and other charges on
                  all
                  Financial Debt and (B) without double counting any payment already
                  counted
                  in the preceding sub-clause (A), any payment required to be made
                  to any
                  debt service account in such financial year under the terms of
                  any
                  agreement providing for Financial Debt;

              
	 	
                where,
                  for the purposes of clause (ii) above:

              
	 	
                (x)          
                  subject to sub-clause (y), for the computation of interest payable
                  during
                  any period for which the applicable rate is not yet determined,
                  that

              


      

      



      
        
          
          

        

        
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                interest
                  shall be computed at the rate in effect at the time of the relevant
                  date
                  of calculation;

              
	 	
                (y)          interest
                  on Short-term Debt in such Financial Year shall be computed by
                  reference
                  to the aggregate amount of interest thereon paid during the Financial
                  Year
                  in which the relevant date of calculation falls up to the end of
                  the
                  period covered by the latest quarterly financial statements prepared
                  by
                  Chindex or the relevant Onshore Borrower, as applicable, multiplied
                  by a
                  factor of 4, 2 or 4/3 depending on whether the computation is made
                  by
                  reference to the financial statements for the first quarter, the
                  first two
                  quarters or the first three quarters, respectively; and

              
	
                “Performance
                  Standards”

              	
                IFC’s
                  Performance Standards on Social & Environmental Sustainability, dated
                  April 30, 2006, copies of which have been delivered to and receipt
                  of
                  which has been acknowledged by Chindex in a letter dated July 18,
                  2007;

              
	
                “Person”

              	
                any
                  natural person, corporation, company, partnership, firm, voluntary
                  association, joint venture, trust, unincorporated organization,
                  Authority
                  or any other entity whether acting in an individual, fiduciary
                  or other
                  capacity;

              
	
                “Potential
                  Event of Default”

              	
                any
                  event or circumstance which would, with notice, lapse of time,
                  the making
                  of a determination or any combination thereof, become an Event
                  of
                  Default;

              
	
                “Project”

              	
                the
                  Beijing Project and the Guangzhou Project, or either one of them
                  as the
                  context may require;

              
	
                “Project
                  Physical Completion Date”

              	
                in
                  respect of each of the Projects, the date in which the following
                  requirements have been fully satisfied:

              
	 	
                (i)           no
                  Event of Default or Potential Event of Default with respect to
                  the
                  applicable Onshore Borrower has occurred and is
                  continuing;

              
	 	
                (ii)          the
                  facilities included in the applicable Project have been completed
                  and
                  available for use by the applicable Onshore Borrower;

              
	 	
                (iii)         the
                  Hospital included in the applicable Project has been operational
                  and
                  generating revenues for three (3) consecutive months;

              
	 	
                (iv)         there
                  are no material outstanding claims by contractors or supplier in
                  respect
                  of the construction of the applicable Project (other than claims
                  being
                  contested in good faith and with respect to which the applicable
                  Onshore
                  Borrower has made adequate reserves, such reserves to be reasonably
                  determined by such Onshore Borrower in accordance
                  with

              


      

      



      
        
          
          

        

        
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                applicable
                  accounting practices) that has or could be reasonably expected
                  to have a
                  Material Adverse Effect and for which provisions have not been
                  made;

              
	 	
                (v)          the
                  business license and the medical facility practicing permit required
                  for
                  the operation of such Project has been obtained;

              
	 	
                (vi)         the
                  sites, equipment and facilities comprising such Project have been
                  acquired, developed, constructed and are operational in a manner
                  consistent with the applicable requirements of the Performance
                  Standards;

              
	 	
                (vii)        the
                  applicable Onshore Borrower’s working capital is not less than the working
                  capital set forth in Annex A (Project Cost
                  and Financial
                  Plan);

              
	 	
                (viii)       the
                  applicable Onshore Borrower has delivered to DEG a notice, signed
                  by an
                  Authorized Representative, certifying that the requirements set
                  out in
                  paragraphs (i) through (vii) above are fulfilled and DEG has not
                  notified
                  the Onshore Borrower that it disputes the certifications made
                  therein;

              
	
                “Project
                  Cost”

              	
                the
                  total estimated cost of the Project, as set forth in Annex A (Project Cost
                  and Financial
                  Plan);

              
	
                “Project
                  Documents”

              	
                collectively:

              
	 	
                (a)          
                  the Management Contracts;

                (b)          
                  the Joint Venture Agreements;

                (c)          
                  the Charters;

              
	
                “Prospective
                  Debt Service Coverage Ratio”

              	
                the
                  ratio obtained by dividing:

              
	 	
                (i)     
                       the aggregate, for the Financial Year most
                  recently ended prior to the relevant date of calculation for which
                  audited
                  financial statements are available, of the Onshore Borrower’s (A) Net
                  Income, (B) Non-Cash Items and (C) the amount of all payments that
                  were
                  due during that Financial Year on account of interest and other
                  charges on
                  Financial Debt (to the extent deducted from Net
                  Income);

              
	 	
                by

              
	 	
                (ii)          the
                  aggregate of (A) all scheduled payments (including, in the case
                  of the
                  loan made under the IFC RMB Loan Agreement, payments to be made
                  to the
                  Sinking Fund Account pursuant to Section 6.01(d) of the IFC RMB
                  Loan
                  Agreement and the difference between the final balloon payment
                  of such
                  loan and the scheduled balance in the Sinking Fund Account) that
                  fall due
                  during the financial year in which the relevant date of calculation
                  falls
                  on account of

              


      

       

      
        
          
          

        

        
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                principal
                  of Long-term Debt and interest and other charges on all Financial
                  Debt and
                  (B) without double counting any payment already counted in the
                  preceding
                  sub-clause (A), any payment made or required to be made to any
                  debt
                  service account under the terms of any agreement providing for
                  Financial
                  Debt;

              
	 	
                where,
                  for the purposes of clause (ii) above:

              
	 	
                (x)          subject
                  to sub-clause (y) below, for the computation of interest payable
                  during
                  any period for which the applicable rate is not yet determined,
                  that
                  interest shall be computed at the rate in effect at the time of
                  the
                  relevant date of calculation; and

              
	 	
                (y)          interest
                  on Short-term Debt payable in the Financial Year in which the relevant
                  date of calculation falls shall be computed by reference to the
                  aggregate
                  amount of interest thereon paid during that Financial Year up to
                  the end
                  of the period covered by the latest quarterly financial statements
                  prepared by the Onshore Borrower multiplied by a factor of 4, 2
                  or 4/3
                  depending on whether the computation is made by reference to the
                  financial
                  statements for the first quarter, the first two quarters or the
                  first
                  three quarters, respectively;

              
	
                “Prospective
                  Debt Service and Capital Expenditure Coverage Ratio”

              	
                the
                  ratio obtained by dividing:

              
	 	
                (i)           the
                  aggregate, for the Financial Year most recently ended prior to
                  the
                  relevant date of calculation for which audited financial statements
                  are
                  available, of (A) Net Income for that Financial Year, (B) Non-Cash
                  Items
                  and (C) the amount of all payments that were due during that Financial
                  Year on account of interest and other charges on Financial Debt
                  (to the
                  extent deducted from Net Income);

              
	 	
                 
after
                  deducting from
                  that aggregate the amount of capital expenditure actually expended
                  to that
                  date or as projected for the entire Financial Year for the Financial
                  Year
                  in which the relevant date of calculation falls;

              
	 	
                by

              
	 	
                (ii)          the
                  aggregate of (A) all scheduled payments (including, in the case
                  of the IFC
                  RMB Loan, payments to be made to the Sinking Fund
                  Account

              


      

      



      
        
          
          

        

        
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                pursuant
                  to  Section 6.01 (d) of the RMB Loan Agreement and the
                  difference between the final balloon payment the scheduled balance
                  in the
                  Sinking Fund Account)  that fall due during the Financial Year
                  in which the relevant date of calculation falls on account of principal
                  of
                  Long-term Debt and interest and other charges on all Financial
                  Debt and
                  (B) without double counting any payment already counted in the
                  preceding
                  sub-clause (A), any payment made or required to be made to any
                  debt
                  service account under the terms of any agreement providing for
                  Financial
                  Debt (excluding voluntary prepayments);

              
	 	
                where,
                  for the purposes of clause
                  (ii) above:

              
	 	
                (x)          subject
                  to sub-clause (y) below, for the computation of interest payable
                  during
                  any period for which the applicable rate is not yet determined,
                  that
                  interest shall be computed at the rate in effect at the time of
                  the
                  relevant date of calculation; and

              
	 	
                (y)          interest
                  on Short-term Debt payable in the Financial Year in which the relevant
                  date of calculation falls shall be computed by reference to the
                  aggregate
                  amount of interest thereon paid during that Financial Year up to
                  the end
                  of the period covered by the latest quarterly financial statements
                  prepared by the Onshore Borrower multiplied by a factor of 4, 2
                  or 4/3
                  depending on whether the computation is made by reference to the
                  financial
                  statements for the first quarter, the first two quarters or the
                  first
                  three quarters, respectively;

              
	
                “Relevant
                  Spread”

              	
                2.75%
                  per annum provided that the Relevant Spread shall be reduced
                  to:

              
	 	
                (i)          
                  2.50% from and as of the date on which the Project Physical Completion
                  Dates in respect of both Projects have been attained;
                  and

              
	 	
                (ii)          provided
                  that the Project Physical Completion Dates of both Projects have
                  been
                  attained, 2.00% from and as of the date on which BDO has issued
                  written
                  confirmation (the “Confirmation”) to DEG
                  that all of the following ratios have been satisfied based on the
                  most
                  recent financial statements of Chindex (calculated on a Consolidated
                  Basis) (the “Confirmation
                  Date”):

              
	 	
                (a)          the
                  Current Ratio is at least 1.5;

              
	 	
                (b)          the
                  Peak Debt Service Coverage Ratio is
                  not

              


      

      



      
        
          
          

        

        
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                less
                  than 1.2; and

              
	 	
                (c)          the
                  Prospective Debt Service Coverage Ratio will be greater than
                  1.7.

              
	 	
                Such
                  reduction in the Relevant Spread shall be effective on the date
                  immediately succeeding the Confirmation Date, provided that there
                  has been
                  no manifest error in the Confirmation. For each such reduction
                  in the
                  Relevant Spread, DEG shall issue written notice to the Onshore
                  Borrower of
                  the reduction, along with confirmation of the date on which such
                  reduction
                  shall apply;

              
	
                “RMB”

              	
                the
                  lawful currency of the Country;

              
	
                “Sanctionable
                  Practice”

              	
                any
                  Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive
                  Practice, or Obstructive Practice, as those terms are defined herein
                  and
                  interpreted in accordance with the Anti-Corruption Guidelines attached
                  to
                  this Agreement as Annex D;

              
	
                “S&EA”

              	
                the
                  social and environmental assessments prepared by the Onshore Borrower
                  in
                  accordance with the Performance Standards;

              
	
                “S&E
                  Management System”

              	
                the
                  Onshore Borrower’s social and environmental management system enabling it
                  to identify, assess and manage Project risks on an ongoing
                  basis;

              
	
                “Security
                  Documents”

              	
                the
                  documents providing for the DEG Security consisting of:

              
	 	
                (i)           the
                  Mortgage Agreement;

              
	 	
                (ii)          the
                  Share Pledge Agreement; and

              
	 	
                (iii)         the
                  Guarantee Agreement;

              
	
                “Security
                  Sharing Agreement”

              	
                the
                  agreement entitled “Security Sharing Agreement” to be entered into between
                  DEG and IFC, (the other senior secured creditor providing the loan
                  financing included in the Financial Plan);

              
	
                “Share
                  Pledge Agreement”

              	
                the
                  agreements entitled “Share Pledge Agreement” to be entered into between
                  Chindex and DEG, (a) pursuant to which, to the extent permitted
                  by
                  applicable law and reasonably customary for such document in the
                  Country,
                  and, subject to Section 4.01(k) hereof, Chindex shall create a
                  first
                  ranking pledge over all of its equity interest in each of the Onshore
                  Borrowers in favor of DEG to secure such Onshore Borrower’s payment
                  obligations to DEG, (b) providing for its termination in the event
                  that
                  (i) such Onshore Borrower’s Project Physical Completion Date has been
                  achieved, (ii) the aggregate cash generation from such Onshore
                  Borrower
                  for the preceding four quarters was at least $2,5000,000, and (iii)
                  the
                  Peak Debt Service Ratio based on the most recent Chindex Consolidated
                  Financial Statements is not less than 1.2, and, (c) in substantially
                  the
                  form of Exh-ibit  3attached
                  hereto;

              


      

      



      
        
          
          

        

        
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                “Share
                  Retention Agreement”

              	
                the
                  agreement entitled “Share Retention Agreement” to be entered in to between
                  Roberta Lipson (the “Major Shareholder”) and
                  DEG, pursuant to which during the Restricted Period, the Major
                  Shareholder
                  shall not, directly or indirectly, sell, transfer, assign, or otherwise
                  dispose of (“Transfer”) any
                  shares of
                  Class B Common Stock owned by her in Chindex or any right, title
                  or
                  interest therein or thereto to any third party, except that the
                  Major
                  Shareholder shall have the right to Transfer no more than 20,000
                  shares of
                  Class B Common Stock owned by her in Chindex as of date hereof
                  to a
                  trust  or trusts to be created for the benefit of any child, or
                  children, of the Major Shareholder, provided, that the voting power
                  of the
                  above-mentioned trust(s) shall be retained by the Major Shareholder
                  and
                  such trust(s) shall be subject to the same restrictions as the
                  Major
                  Shareholder under this Agreement.

              
	 	
                For
                  the purposes of the foregoing, the term “Restricted Period”
means
                  the period commencing from the date of this Agreement until the
                  earlier
                  of:

              
	 	
                (i)          
                  in the event that both Hospitals are to be constructed and opened
                  for
                  operation, then the earlier of:

              
	 	
                (x)  two
                  years have elapsed since the official commencement of operation
                  by both of
                  the Hospitals; or

              
	 	
                (y)  one
                  year has elapsed since both Hospitals have respectively achieved
                  a
                  break-even EBITDA for any 12-month period ending on a date that
                  is the
                  last day of a fiscal quarter as evidenced by audited Financial
                  Statements
                  for such period; or

              
	 	
                (z)  the
                  fifth anniversary of the date of this Agreement;

              
	 	
                OR

              
	 	
                (ii)          in
                  the event that only one Hospital is to be constructed and opened
                  for
                  operation, then the earlier of:

              
	 	
                (x)  two
                  years have elapsed since the official commencement of operation
                  by such
                  Hospital, or

              
	 	
                (y)  one
                  year has elapsed since such Hospital has achieved a break-even
                  EBITDA for
                  any 12-month period ending on a date that is the last day of a
                  fiscal
                  quarter as evidenced by audited Financial Statements for such period,
                  or

              
	 	
                (z)  the
                  fifth anniversary of the date of
                  this

              


      

      



      
        
          
          

        

        
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                Agreement;

              
	
                “Short
                  term Debt”

              	
                all
                  Financial Debt other than Long term Debt;

              
	
                “Sinking
                  Fund Account”

              	
                the
                  bank account opened and maintained by each of Beijing United Family
                  Health
                  Center and Shanghai United Family Hospital Inc. pursuant to the
                  terms and
                  conditions of the IFC RMB Loan Agreement;

              
	
                “Subsidiary”

              	
                with
                  respect to a Person, an Affiliate over 50% of whose capital is
                  owned,
                  directly or indirectly, by such Person;

              
	
                “Tangible
                  Net Worth”

              	
                the
                  aggregate of:

              
	 	
                (i)
                  (A)    the amount paid up or credited as paid up on
                  the share capital of Chindex or the relevant Onshore Borrower,
                  as the case
                  may be; and

              
	 	
                     (B)    
                  the amount standing to the credit of the reserves of Chindex or
                  the
                  relevant Onshore Borrower, as the case may be (including, without
                  limitation, any share premium account, capital redemption reserve
                  funds
                  and any credit balance on the accumulated profit and loss
                  account);

              
	 	
                after
                  deducting from the amounts in (A) and (B):

              
	 	
                (x)      any
                  debit balance on the profit and loss account or impairment of the
                  issued
                  share capital of Chindex or the relevant Onshore Borrower, as the
                  case may
                  be (except to the extent that deduction with respect to that debit
                  balance
                  or impairment has already been made);

              
	 	
                (y)     
                  amounts set aside for dividends or taxation (including deferred
                  taxation);
                  and

              
	 	
                (z)      
                  amounts attributable to capitalized items such as goodwill, trademarks,
                  deferred charges, licenses, patents and other intangible assets;
                  and

              
	 	
                (ii)          if
                  applicable, that part of the net results of operations and the
                  net assets
                  of any Subsidiary of Chindex or the relevant Onshore Borrower,
                  as the case
                  may be, attributable to interests that are not owned, directly
                  or
                  indirectly, by Chindex or the relevant Onshore Borrower, as the
                  case may
                  be;

              
	
                “Taxes”

              	
                any
                  present or future taxes, withholding obligations, duties and other
                  charges
                  of whatever nature levied by any Authority;

              
	
                “Transaction
                  Documents”

              	
                together,
                  the Financing Documents, the Security  Documents, the Security
                  Sharing Agreement and the Share Retention Agreement;

              
	
                “World
                  Bank”

              	
                the
                  International Bank for Reconstruction and Development, an international
                  organization established by Articles of Agreement among its member
                  countries.

              


      


      
        
          
          

        

        
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    Section
      1.02 Financial
      Calculations.  (a)  All
      financial calculations to be made under, or for the purposes of, this Agreement
      shall be made in accordance with the Accounting Standards and, except as
      otherwise required by a provision of this Agreement, shall be calculated from
      the then most recent consolidated quarterly financial statements delivered
      to
      DEG or, where those statements are with respect to the last quarter of a of
      a
      Financial Year then, at DEG’s option, from the consolidated audited financial
      statements for the relevant Financial Year. Any Material Adverse Effect that
      occurs after the end of the period covered by the financial statements used
      to
      make the relevant financial calculations shall also be taken into account in
      calculating the relevant figures.

     

    (b) Where
      quarterly financial statements from the last quarter of a Financial Year are
      used for the purpose of making certain financial calculations then, at DEG’s
      option, those calculations may instead be made from the audited financial
      statements for such Financial Year.

     

    (c) If
      a
      financial calculation is to be made under or for the purposes of this Agreement
      or any other Transaction Document on a Consolidated Basis, that calculation
      shall be made by reference to the sum of all amounts of similar nature reported
      in the relevant financial statements of each of the entities whose accounts
      are
      to be consolidated with the accounts of Chindex or the applicable Onshore
      Borrower, as the case may be, plus or minus the consolidation adjustments
      customarily applied to avoid double counting of transactions among any of those
      entities, including Chindex or the applicable Onshore Borrower, as the case
      may
      be.

     

    Section
      1.03 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 an Annex, Article, party, Schedule or Section is a reference to
      that Article or Section of, or that Annex, party 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.

     

    Section
      1.04 Business
      Day Adjustment.  (a) When an Interest
      Payment Date is not a Business Day, then the interest payable or such Interest
      Payment Date shall be payable on the next Business Day in that calendar month
      (if there is one) or the preceding Business Day (if there is not).

     

     

    
      
        
        

      

      
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    (b) When
      the
      day on or by which a payment is due to be made is not a Business Day, that
      payment shall be made on or by the next Business Day in that calendar month
      (if
      there is one) or the preceding Business Day (if there is not).

     

     

    ARTICLE
      II

     

    The
      Loan

     

    Section
      2.01 The
      Loan.  (a) Subject to the provisions of
      this Agreement, DEG agrees to lend to each Onshore Borrower according to its
      respective Onshore Allocation, an aggregate amount of Twenty Million Dollars
      ($20,000,000) (the “Total Loan
      Amount”) which shall be guaranteed by Chindex pursuant to the Onshore
      Borrower Guarantee Agreement. The rights and obligations of Chindex and each
      of
      the Onshore Borrowers shall be several, not joint.

     

    (b) The
      Total
      Loan Amount shall be allocated between the Onshore Borrowers in accordance
      with
      a notice delivered by Chindex prior to the execution of the Local Loan
      Agreements (each, an “Onshore
      Allocation” or the “Loans”).  Unless
      with the express written consent of DEG, a single Onshore Allocation for an
      Onshore Borrower shall not exceed sixty percent (60%) of the Total Loan
      Amount.

     

    (c) Each
      such
      Onshore Allocation shall be disbursed directly to the to applicable Onshore
      Borrower.  In no event shall the sum of the two Onshore Allocations
      exceed the Total Loan Amount.

     

    Section
      2.02 Disbursement
      Procedure.  (a)  Each
      Onshore Borrower may request Disbursements of its Loan by delivering to DEG,
      at
      least ten (10) Business Days prior to the proposed date of disbursement, a
      Disbursement request substantially in the form of Schedule 2.

     

    (b) All
      Disbursements of the Loan for a particular Onshore Borrower shall be made
      directly to the applicable Onshore Borrower. The maximum aggregate amount of
      Disbursements to a single Onshore Borrowers shall not exceed such Onshore
      Borrower’s Onshore Allocation. Each Disbursement shall be made by DEG at a bank
      in New York, New York for further credit to the relevant Onshore Borrower’s
      account at a bank in the Country, or any other place acceptable to DEG, all
      as
      specified by Chindex or such Onshore Borrower in the relevant Disbursement
      request.

     

    (c) Each
      Disbursement (other than the last one) in respect of an Onshore Allocation
      shall
      be made in an amount of not less than $4,000,000. No more than two (2) Disbursements may
      be
      requested in respect of each Onshore Allocation.

     

    (d) The
      relevant Onshore Borrower shall deliver to DEG a receipt, substantially in
      the
      form of Schedule 3, within five (5) Business Days following each Disbursement
      to
      such Onshore Borrower.

     

    Section
      2.03 Interest.  Subject
      to the provisions of
      Section 2.04 (Default Rate
      Interest), the each Onshore Borrower shall pay interest on its Loan in
      accordance with this Section 2.03:

     

     

    
      
        
        

      

      
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    (a) Interest
      on the Loan for a relevant Onshore Borrower shall accrue from day to day, be
      prorated on the basis of a 360 day year for the actual number of days in the
      relevant period and be payable, subject to Section 1.04 (Business Day Adjustment), in
      arrears on each Interest Payment Date; provided that with respect to any
      Disbursement made less than fifteen (15) days before an Interest Payment Date,
      interest on that Disbursement shall be payable commencing on the second Interest
      Payment Date following the date of that Disbursement.

     

    (b) Up
      to the
      Loan Consolidation Date, an Onshore Borrower shall pay interest on the amount
      of
      each Disbursement outstanding from time to time at the Disbursement Interest
      Rate applicable to that Disbursement.

     

    (c) For
      the
      purpose of determining the Disbursement Interest Rate applicable to each
      Disbursement, DEG shall, on the relevant Interest Rate Setting Date, determine
      the Base Fixed Rate for that Disbursement using the methodology set out in
      Annex
      AA, add the Relevant Spread and promptly notify the Onshore Borrower of the
      Disbursement Interest Rate applicable to that Disbursement.

     

    (d) For
      each
      Disbursement, the Onshore Borrower shall specify the date on which to determine
      the applicable Base Fixed Rate, which date shall be two (2) Business Days before
      the proposed date of such Disbursement. In the event the conditions of
      disbursement relevant to that Disbursement have not been fulfilled to DEG’s
      satisfaction or waived by DEG by the rate-setting date specified in the relevant
      request for Disbursement, then, after the relevant conditions of disbursement
      have been fulfilled to DEG’s satisfaction or waived by DEG, the Onshore Borrower
      shall specify a new date on which to determine the Base Fixed Rate, which shall
      be two (2) Business Days before the new proposed date of the requested
      Disbursement unless otherwise specified by DEG.

     

    (e) The
      relevant Onshore Borrower may from time to time at any time in connection with
      any proposed Disbursement request from DEG an indication of what the
      Disbursement Interest Rate would be for such a Disbursement as of the date
      of
      that request.  As promptly as practicable after that request, DEG
      shall advise the Onshore Borrower of the indicative Disbursement Interest
      Rate.

     

    (f) Beginning
      on and including the applicable Loan Consolidation Date for a particular Onshore
      Borrower, the Onshore Borrower shall pay interest at the applicable Interest
      Rate on the full amount of the Loan outstanding for that Onshore Borrower from
      time to time.  The “Interest Rate” for a particular Onshore Borrower
      shall be the rate calculated by DEG equal to the weighted average of the Loan
      Disbursement Interest Rates for the relevant Onshore Borrower, the weighting
      being based on the principal amount of each Disbursement to that Onshore
      Borrower in relation to the entire principal amount of the Loan for that Onshore
      Borrower and the average being rounded up to the nearest two decimal
      places.  DEG shall determine the Interest Rate for each Onshore
      Borrower not less than two (2) Business Days before the relevant Loan
      Consolidation Date and promptly notify the relevant Onshore Borrower of that
      rate.

     

    (g) The
      determination by DEG of each Disbursement Interest Rate or the Interest Rate,
      as
      the case may be, shall be final and conclusive and bind the Borrower (unless
      the

     

     

    
      
        
        

      

      
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    Borrower
      shows to DEG’s reasonable satisfaction that the determination involves manifest
      error).

     

    Section
      2.04 Default
      Rate Interest.  (a) Without limiting
      the remedies available to DEG under this Agreement or otherwise (and to the
      maximum extent permitted by applicable law), if any Onshore Borrower fails
      to
      make any payment of principal or interest (including interest payable pursuant
      to this Section) or any other payment provided for in Section 2.07 (Fees) when
      due as specified in this Agreement (whether at stated maturity or upon
      acceleration), such Onshore Borrower shall pay interest on the amount of that
      payment due and unpaid by such Onshore Borrower at the rate which shall be
      the
      sum of two per cent (2%) per annum and the Interest Rate in effect from time
      to
      time.

     

    (b) Interest
      at the rate referred to in Section 2.04 (a) shall accrue from the date on which
      payment of the relevant overdue amount became due until the date of actual
      payment of that amount (as well after as before judgment), and shall be payable
      by such Onshore Borrower on demand or, if not demanded, on each Interest Payment
      Date falling after any such overdue amount became due.

     

    Section
      2.05 Repayment.  (a)
      Subject to Section 1.04 (Business Day Adjustment), in
      respect of each Loan made to an Onshore Borrower, such Onshore Borrower shall
      commence repayment of the principal of such Loan on the Interest Payment Date
      occurring on the 15th day of the month occurring on or after the date of
      completion of the Grace Period.

     

    (b) Subject
      to Section 1.04 (Business Day
      Adjustment), commencing on the 15th day of the month occurring on or
      after the date of completion of the Grace Period, in respect of each separate
      Onshore Allocation, the relevant Onshore Borrower shall repay the principal
      amount of the Loan made to it in accordance with the following
      schedule:

     

    
      	
              12
                Month
                Periods

              Commencing
                on the
                15th

              Day
                of the month
                occurring

              on
                or after the Date
                of

              Completion
                of  the Grace Period

            	
              First
                or Second
                Interest

              Payment
                Date in
                Relevant 12

              Month
                Period

            	
              Principal
                Amount
                Due

            
	
              Year
                1

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            
	 	
              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                2

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            
	 	
              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                3

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            
	 	
              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                4

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            
	 	
              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                5

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            


    

     

     

    
      
        
        

      

      
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              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                6

              
              

            	
              First

              
              

            	
              $769,230.76

              
              

            
	 	
              Second

              
              

            	
              $769,230.76

              
              

            
	
              Year
                7

              
              

            	
              First

              
              

            	
              $769,230.88

              
              

            


    

     

    (c) If
      the
      outstanding balance of the Loan in respect of any particular Onshore Allocation
      at the date of completion of the Grace Period is more or less than $10,000,000,
      then the amounts in the column entitled “Principal Amount Due” in Section 2.05
      (b) above, shall be adjusted on a pro-rata basis.

     

    (d) Any
      principal amount of the Loan repaid under this Agreement may not be
      re-borrowed.

     

    Section
      2.06 Prepayment.  Without
      prejudice to Section 2.10 (b) (Increased Costs) and Section
      2.14 (Taxes), and
      Section 5.04 (c) (Insurance)of Schedule
      10.:

     

    (a) each
      Onshore Borrower may prepay on all or any part of the Loan made to it, on not
      less than fifteen (15) days’ prior notice to DEG, but only if:

     

    
      
        	
                (i)  

              	
                such
                  Onshore Borrower simultaneously pays all accrued interest and Increased
                  Costs (if any) on the amount of such Loan to be prepaid, together
                  with and
                  all other amounts then due and payable by it under this
                  Agreement;

              


      

       

      
        	
                (ii)  

              	
                for
                  a partial prepayment, that prepayment is an amount not less than
                  one
                  million Dollars ($1,000,000);

              


      

       

      
        	
                (iii)  

              	
                if
                  requested by DEG, the Onshore Borrower delivers to DEG, prior to
                  the date
                  of prepayment, evidence reasonably satisfactory to DEG that all
                  necessary
                  Authorizations for prepayment have been obtained;
                  and

              


      

       

      
        	
                (iv)  

              	
                the
                  redeployment cost with respect to the amount of the Loan to be
                  prepaid as
                  determined by DEG in accordance with the methodology set out
                  in  Annex  BB.

              


      

       

    

    (b) Amounts
      of principal prepaid under this Section shall be applied by DEG on a pro-rata
      basis to the remaining repayment installments of the Loan made to such Onshore
      Borrower.

     

    (c) Upon
      delivery of a notice in accordance with Section 2.06 (a), the relevant Onshore
      Borrower shall make the prepayment in accordance with the terms of that
      notice.

     

    (d) Any
      principal amount of the Loan prepaid under this Agreement may not be
      re-borrowed.

     

     

    
      
        
        

      

      
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    (e) If
      any
      Onshore Borrower prepays any other long-term loans (other than in connection
      with a refinancing, replacement or restructuring with similar or better terms)
      made to it, DEG will have the right to require prepayment of the Loan made
      to
      such Onshore Borrower on a pro-rata basis.

     

    Section
      2.07 Fees.  (a)
      SPV or the relevant Onshore
      Borrower shall pay to DEG a commitment fee:

     

    
      	
              (i)  

            	
              at
                the rate of one-half of one per cent (1⁄2 %) per annum on that part of such
                Onshore Borrower’s Onshore Allocation that from time to time has not been
                disbursed or canceled, beginning to accrue on the date of this
                Agreement;

            


    

     

    
      	
              (ii)  

            	
              pro
                rated on the basis of a 360-day year for the actual number of days
                elapsed; and

            


    

     

    
      	
              (iii)  

            	
              payable
                annually, in arrears, payable:

            


    

     

    
      	
              a.  

            	
              until
                the first Interest Payment Date, in arrears on September 15th of
                each year
                (the first such payment to be due on September 15, 2008);
                and

            


    

     

    
      	
              b.  

            	
              on
                and after the first Interest Payment Date, in arrears (A) on such
                first
                Interest Payment Date, and (B) annually thereafter on an Interest
                Payment
                Date.

            


    

     

    (b) Chindex
      or the relevant Onshore Borrower shall pay to DEG:

     

    
      	
              (i)  

            	
              a
                front-end fee (“Front-end Fee”) on each Onshore Allocation of seven
                hundred and seventy-five thousands of one percent (0.775%) of the
                amount
                of the Loan to be made to such Onshore Borrower, to be
                paid:

            


    

     

    
      	
              a.  

            	
              40%
                on the date which is thirty (30) days after the date of this Agreement;
                and

            


    

     

    
      	
              b.  

            	
              60%
                on September 15, 2008;

            


    

     

    
      	
              (ii)  

            	
              a
                portfolio supervision fee in the aggregate amount of $10,000 per
                annum,
                payable annually in advance, starting from the date of first Disbursement
                of the Loan, provided, however, that after the date that the Local
                Loan
                Agreements become effective this portfolio fee shall be paid solely
                by the
                Onshore Borrowers in an amount of $5,000 each;
                and

            


    

     

    
      	
              (iii)  

            	
              if
                such Onshore Borrower and DEG agree to restructure all or part of
                the Loan
                made to such Onshore Borrower, such Onshore Borrower and DEG shall
                negotiate in good faith an
                appropriate

            


    

     

     

    
      
        
        

      

      
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              amount
                to compensate DEG for the additional work of DEG staff required in
                connection with such restructuring.

            


    

     

    Section
      2.08 Currency
      and Place of
      Payments.  (a)  Each Onshore Borrower shall make
      all payments of principal, interest, fees, and any other amount due to DEG
      and
      payable by such Onshore Borrower under its Local Loan Agreement in the Loan
      Currency, in same day funds, to the account of DEG at Citibank New York,
      3849-2573, Swiftcode:  CITIUS 33/ABA# 0210000 89 [Chips 0008], or at
      such other bank or account in New York City as DEG from time to time
      designates.  Payments must be received in DEG’s designated account no
      later than 1:00 p.m. New York time.

     

    (b) The
      tender or payment of any amount payable under this Agreement (whether or not
      by
      recovery under a judgment) in any currency other than the Loan Currency shall
      not novate, discharge or satisfy the obligation of the applicable Onshore
      Borrower to pay in the Loan Currency all amounts payable by it under this
      Agreement except to the extent that (and as of the date when) DEG actually
      receives funds in the Loan Currency;

     

    (c) Each
      Onshore Borrower shall indemnify DEG against any losses resulting from a payment
      being received or an order or judgment being given under this Agreement in
      any
      currency other than the Loan Currency or any place other than the account
      specified in, or pursuant to, Section 2.08 (a). Each Onshore Borrower shall,
      as
      a separate obligation, pay such additional amount as is necessary to enable
      DEG
      to receive, after conversion to the Loan Currency at a market rate and transfer
      to that account, the full amount due to DEG under this Agreement in the Loan
      Currency and in the account specified in, or pursuant to, Section 2.08
      (a).

     

    (d) Notwithstanding
      the provisions of Section 2.08 (a) and Section 2.08 (b), DEG may require the
      applicable Onshore Borrower to pay (or reimburse DEG) for any Taxes, fees,
      costs, expenses and other amounts payable by such Onshore Borrower under Section
      2.14 (a) (Taxes) and Section 2.15 (Expenses) in the currency
      in
      which they are payable, if other than the Loan Currency.

     

    Section
      2.09 Allocation
      of Partial Payments.  If at any
      time DEG receives less than the full amount then due and payable to it by an
      Onshore Borrower under this Agreement, DEG may allocate and apply the amount
      received to satisfy the payment obligations of such Onshore Borrower under
      this
      Agreement in any way or manner and for such purpose or purposes under this
      Agreement as DEG in its sole discretion determines, notwithstanding any
      instruction that such Onshore Borrower may give to the contrary.

     

    Section
      2.10 Increased
      Costs.  On each Interest Payment
      Date, each Onshore Borrower shall pay, in addition to interest payable by it,
      the amount which DEG from time to time notifies to such Onshore Borrower in
      an
      Increased Costs Certificate as being the aggregate Increased Costs of DEG in
      connection with the Loan made to such Onshore Borrower which is accrued and
      unpaid prior to that Interest Payment Date.

     

    Section
      2.11 Unwinding
      Costs.  (a)  If DEG incurs
      any cost, expense or loss as a result of any Onshore Borrower:

     

     

    
      
        
        

      

      
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              (i)  

            	
              failing
                to borrow in accordance with a request for Disbursement made by such
                Onshore Borrower pursuant to Section 2.02 (Disbursement
                Procedure); or

            


    

     

    
      	
              (ii)  

            	
              failing
                to prepay in accordance with a notice of prepayment delivered by
                such
                Onshore Borrower;

            


    

     

    then
      such
      Onshore Borrower shall immediately pay to DEG the amount that DEG from time
      to
      time notifies to such Onshore Borrower as being the amount of those costs,
      expenses and losses incurred.

     

    (b) For
      the
      purposes of this Section, “costs, expenses or losses” include any premium,
      penalty or expense incurred to liquidate or obtain third party deposits,
      borrowings, hedges or swaps in order to make, maintain, fund or hedge all or
      any
      part of any Disbursement or prepayment of the applicable Loan, or any payment
      of
      all or part of the applicable Loan upon acceleration.

     

    Section
      2.12 Suspension
      or Cancellation by
      DEG.  (a)  DEG may, by notice to the applicable
      Onshore Borrower, suspend the right of such Onshore Borrower to Disbursements
      or
      cancel the undisbursed portion of the Loan to such Onshore Borrower in whole
      or
      in part:

     

    
      	
              (i)  

            	
              if
                the first Disbursement to such Onshore Borrower has not been made
                by July
                1, 2009, or such other later date as DEG and Chindex
                agree;

            


    

     

    
      	
              (ii)  

            	
              if
                any Event of Default has occurred and is continuing;
                or

            


    

     

    
      	
              (iii)  

            	
              after
                January 1, 2011.

            


    

     

    (b) Upon
      the
      giving of any such notice, the right of the relevant Onshore Borrower to any
      further Disbursement, and its obligation to make any payments of the commitment
      fee set out in Section 2.07(a), shall be suspended or canceled, as the case
      may
      be. The exercise by DEG of its right of suspension shall not preclude DEG from
      exercising its right of cancellation, either for the same or any other reason
      specified in Section 2.12 (a) and shall not limit any other provision of this
      Agreement. Upon any cancellation the Onshore Borrower shall, subject to
      paragraph (c) of this Section 2.13, pay to DEG all fees and other amounts
      accrued (whether or not then due and payable) under this Agreement up to the
      date of that cancellation.

     

    (c) In
      the
      case of partial cancellation of the Loan pursuant to paragraph (a) of this
      Section 2.12, or Section 2.13 (a), interest on the amount then outstanding
      of
      the Loan remains payable as provided in Section 2.03 (Interest).

     

    Section
      2.13 Cancellation
      by the Onshore Borrower.  (a)
      Each Onshore Borrower or Chindex may, by notice to DEG, irrevocably request
      DEG
      to cancel the undisbursed portion of the Loan to be made to it on the date
      specified in that notice (which shall be a date not earlier than thirty (30)
      days after the date of that notice).

     

     

    
      
        
        

      

      
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    (b) DEG
      shall, by notice to the applicable Onshore Borrower or Chindex, as the case
      may
      be, cancel the undisbursed portion of the Loan to be made to it effective as
      of
      that specified date if:

     

    
      	
              (i)  

            	
              subject
                to Section 2.12(c), DEG has received all fees and other amounts accrued
                (whether or not then due and payable) to such Onshore Borrower or
                Chindex,
                as the case may be, under this Agreement up to such specified date;
                and

            


    

     

    
      	
              (ii)  

            	
              if
                any amount of the Loan to such Onshore Borrower is then outstanding,
                DEG
                is reasonably satisfied that such Onshore Borrower has sufficient
                long-term funding available, on terms satisfactory to DEG, to cause
                the
                Project Physical Completion Date for the Project of such Onshore
                Borrower
                to occur as scheduled.

            


    

     

    (c) Any
      portion of the Loan that is cancelled under this Section 2.13 may not be
      reinstated or disbursed.

     

    Section
      2.14 Taxes.  (a)  Each
      Onshore Borrower
      shall pay or cause to be paid all Taxes (other than taxes, if any, payable
      on
      the overall income of DEG) on or in connection with the payment of any and
      all
      amounts due by it under this Agreement that are now or in the future levied
      or
      imposed by any Authority of the Country or by any organization of which the
      Country is a member or any jurisdiction through or out of which a payment by
      such Onshore Borrower is made.

     

    (b) All
      payments of principal, interest, fees and other amounts due under this Agreement
      shall be made without deduction for or on account of any Taxes.

     

    (c) If
      any
      Onshore Borrower is prevented by operation of law or otherwise from making
      or
      causing to be made those payments without deduction, the principal or (as the
      case may be) interest, fees or other amounts payable by it and 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 Taxes
      payable on amounts payable by the Onshore Borrower under this subsection) had
      those payments been made without that deduction.

     

    (d) If
      Section 2.13(c) applies and DEG so requests, the applicable Onshore Borrower
      shall deliver to DEG official tax receipts evidencing payment (or certified
      copies of them) within thirty (30) days of the date of that
      request.

     

    Section
      2.15 Expenses.  (a)  Each
      Onshore
      Borrower shall pay or, as the case may be, reimburse to DEG any amount paid
      by
      DEG on account of, all taxes (including stamp taxes), duties, fees or other
      charges payable on or in connection with the execution, issue, delivery,
      registration or notarization of the Transaction Documents to which such Onshore
      Borrower is a party and any other documents related to this Agreement or any
      other Transaction Document to which such Onshore Borrower is a
      party.

     

    (b) Each
      Onshore Borrower shall pay to DEG or as DEG may direct:

     

     

    
      
        
        

      

      
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              (i)  

            	
              the
                fees and expenses of DEG’s legal counsel in the Country incurred in
                connection with:

            


    

     

    
      	
              (A)  

            	
              the
                preparation of the investment by DEG provided for under this Agreement
                and
                any other Transaction Document to which such Onshore Borrower is
                a
                party;

            


    

     

    
      	
              (B)  

            	
              the
                preparation and/or review, execution and, where appropriate, translation
                and registration of the Transaction Documents to which such Onshore
                Borrower is a party and any other documents related to
                them;

            


    

     

    
      	
              (C)  

            	
              the
                giving of any legal opinions required by DEG under this Agreement
                and any
                other Transaction Document to which such Onshore Borrower is a
                party;

            


    

     

    
      	
              (D)  

            	
              the
                administration by DEG of the investment provided for in this Agreement
                or
                otherwise in connection with any amendment, supplement or modification
                to,
                or waiver under, any of the Transaction Documents to which such Onshore
                Borrower is a party;

            


    

     

    
      	
              (E)  

            	
              the
                registration (where appropriate) and the delivery of the evidences
                of
                indebtedness relating to the Loan to such Onshore Borrower and its
                disbursement;

            


    

     

    
      	
              (F)  

            	
              the
                occurrence of any Event of Default or Potential Event of Default
                with
                respect to such Onshore Borrower;
                and

            


    

     

    
      	
              (G)  

            	
              the
                release of the DEG Security following repayment in full of the Loan
                by
                such Onshore Borrower; and

            


    

     

    
      	
              (ii)  

            	
              the
                costs and expenses incurred by DEG in relation to efforts to enforce
                or
                protect its rights under any Transaction Document to which such Onshore
                Borrower is a party, or the exercise of its rights or powers consequent
                upon or arising out of the occurrence of any Event of Default or
                Potential
                Event of Default relating to such Onshore Borrower, including legal
                and
                other professional consultants’ fees on a full indemnity
                basis.

            


    

     

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    Section
      3.01 Representations
      and Warranties.  SPV
      represents and warrants that:

     

     

    
      
        
        

      

      
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    (a) Organization
      and
      Authority.  SPV is a limited liability company duly formed and
      validly existing under the laws of Delaware, United States of America and has
      the limited liability company power and has obtained all required Authorizations
      to enter into, to 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;

     

    (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 formation and in the courts of the State
      of New York;

     

    (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 is 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 of its property or assets pursuant to the provisions of
                any such
                agreement, instrument or arrangement;
                or

            


    

     

    
      	
              (ii)  

            	
              any
                of the terms or provisions of its operating agreement;
                or

            


    

     

    
      	
              (iii)  

            	
              any
                statute, rule or regulation or any judgment, decree or order of any
                court,
                governmental authority, bureau or agency known to SPV and binding
                on or
                applicable to it; and

            


    

     

    Section
      3.02 DEG
      Reliance.

     

    (a) SPV
      acknowledges that it makes the representations and warranties in Section 3.01
      with the intention of inducing DEG to enter into this Agreement and that SPV
      enters into this Agreement on the basis of, and in full reliance on, each of
      such representations and warranties.

     

    (b) SPV
      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
      3.03 Rights
      and Remedies not Limited.  DEG’s rights
      and remedies in relation to any misrepresentation or breach of warranty on
      the
      part of SPV are not prejudiced:

     

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

     

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

     

     

    
      
        
        

      

      
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    (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.

     

     

    ARTICLE
      IV

     

    Conditions
      of Disbursement

     

    Section
      4.01 General
      Conditions of Initial
      Disbursement.  The obligation of DEG to make the initial
      Disbursement to any Onshore Borrower is subject to the fulfillment prior to
      or
      concurrently with the making of that first Disbursement to such Onshore Borrower
      of the following conditions:

     

    (a) Charter
      Amendments.  No amendment has been made to such Onshore
      Borrower’s Charter since it was delivered to DEG, or if any such amendment was
      made, DEG has received a copy of such amended Charter and determined, in its
      reasonable judgment, that it is not inconsistent with the provisions of the
      Transaction Documents and does not have or could not reasonably be expected
      to
      have Material Adverse Effect;

     

    (b) Authorizations.  Such
      Onshore Borrower has obtained all Authorizations that may become necessary
      for:

     

    
      	
              (i)  

            	
              the
                Loans;

            


    

     

    
      	
              (ii)  

            	
              the
                due execution, delivery, validity and enforceability of, and performance
                by such Onshore Borrower of its obligations under its Local Loan
                Agreement;

            


    

     

    and
      all
      those Authorizations are in full force and effect;

     

    (c) Fees.  DEG
      has received the fees which Section 2.07 (Fees) requires to be paid before
      the
      date of the first Disbursement;

     

    (d) Legal
      Fees and
      Expenses.  DEG has received the reimbursement of all invoiced
      fees and expenses of DEG’s counsel as provided in Section 2.15 (b) (i) or
      confirmation that those fees and expenses have been paid directly to that
      counsel, in each case, to the extent an invoice approved by the DEG has been
      submitted to the Onshore Borrowers at least five (5) day prior to the
      Disbursement;

     

    (e) Incumbency.  DEG
      has received a Certificate of Incumbency and Authority; and

     

    (f) Appointment
      of
      Agent.  Such Onshore Borrower has delivered to the DEG
      evidence, substantially in the form of Schedule 4 hereto, of appointment of
      an
      agent for service of process pursuant to the Local Loan Agreement.

     

    (g) Special
      Conditions of Disbursement.  The obligation of DEG to make any
      Disbursement to any Onshore

     

     

    
      
        
        

      

      
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    Borrower,
      including the initial Disbursement to such Onshore Borrower, is subject to
      the
      fulfillment prior to or concurrently with the making of such Disbursement of
      the
      following conditions related specifically the Onshore Borrowers, its Hospital
      and its Project:

     

    
      	
              (i)  

            	
              Such
                Onshore Borrower has been established as a Sino-foreign joint venture
                enterprises under the laws of the People’s Republic of China, and has been
                approved to construct, equip and operate its
                Hospital;

            


    

     

    
      	
              (ii)  

            	
              Chindex
                owns no less than a 60% of the equity interest in the total registered
                capital of such Onshore Borrower;

            


    

     

    
      	
              (iii)  

            	
              Chindex
                exercises effective management and operational control of such Onshore
                Borrower in a manner consistent with and no less favorable than,
                the
                management and operational control currently exercised by Chindex
                over the
                business and operations of Beijing United Family Health Center and
                Shanghai United Family Hospital;

            


    

     

    
      	
              (iv)  

            	
              Chindex
                has made available to DEG the following information regarding such
                Onshore
                Borrower prior to finalization of requisite joint venture agreements
                for
                the establishment of the Onshore Borrowers: (A) the proposed capital
                budget, including proposed working capital and contingency amounts,
                the
                proposed plan for the construction, commencement of operations, staffing,
                training and marketing, (B) a proposed general time schedule for
                the
                material expenditures contemplated in such budget and (C) any other
                information that DEG may have reasonably requested regarding such
                Onshore
                Borrower;

            


    

     

    
      	
              (v)  

            	
              The
                joint venture agreements and/or other constituent documents of such
                Onshore Borrower shall provide that the joint venture parties will
                receive
                dividend distributions pro rata with their actual ownership interest
                in
                the registered capital of each of  such Onshore Borrower, and no
                agreement or arrangement has been entered into between the Chindex
                and the
                minority shareholders of such Onshore Borrower to the contrary;
                and

            


    

     

    
      	
              (vi)  

            	
              The
                “Guangzhou Clinic” described and included in the Project Cost table in
                Annex A shall have been opened and
                operational.

            


    

     

    (h) Loan
      Agreements with Onshore
      Borrowers.  The applicable Onshore Borrowers have entered into
      legally binding and enforceable loan agreements with DEG on terms and conditions
      substantially similar to those set forth in this Agreement (“Local Loan Agreements”), save
      that:

     

     

    
      
        
        

      

      
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              (i)  

            	
              the
                principal amount of the Loan stipulated under a Local Loan Agreement
                shall
                be the relevant Onshore Allocation for that particular Onshore
                Borrower;

            


    

     

    
      	
              (ii)  

            	
              each
                of the Local Loan Agreements shall have incorporated the special
                representations as set forth in Schedule
                9
                hereto instead of the representations in Article III (Representations
                and
                Warranties) hereof;

            


    

     

    
      	
              (iii)  

            	
              each
                of the Local Loan Agreements shall have incorporated the special
                covenants
                as set forth in Schedule
                10
                hereto instead of the covenants in Article V (Particular Covenants)
                hereof; and

            


    

     

    
      	
              (iv)  

            	
              each
                of the Local Loan Agreements shall have incorporated the special
                Conditions of Disbursement as set forth in Schedule
                11
                hereto instead of the conditions in Article IV (Conditions of
                Disbursement) hereof.

            


    

     

    (i) Loan
      and Security
      Arrangements.  DEG recognizes that the IFC Loan Agreement
      provides that as security for the IFC Loan, IFC shall be granted a first
      priority mortgage on the Projects and a first ranking pledge of the equity
      interests of Chindex in the Onshore Borrowers.  DEG and IFC intend to
      enter into an intercreditor agreement (the “Security Sharing Agreement”) to the
      effect, that irrespective of the Loan Agreement and Security Documents, as
      between DEG and IFC, the security interests to be granted to DEG as security
      for
      the Loan as provided in this Agreement shall rank pari passu
      in seniority with the security interests to be granted to IFC under the IFC
      Loan
      Agreement and DEG and IFC will share the proceeds of enforcement of such
      security interest pro rata (based on the outstanding loan
      amounts).  Accordingly, if necessary to accomplish the foregoing in
      view of Chinese law and procedures, subject to the Security Sharing Agreement
      being entered into between DEG and IFC in form and on terms satisfactory to
      DEG,
      DEG will accept alternative Loan and Security Document and arrangements to
      the
      same effect, including, but not limited to, a mortgage which is second in
      priority to IFC’s mortgage position and a pledge of the equity interests which
      is subject to the prior pledge to IFC.

     

    (j) Local
      Loan Conditions
      Satisfied.  In respect of any Disbursement to a particular
      Onshore Borrower, all of the conditions of disbursement described in the
      relevant Local Loan Agreement for that Onshore Borrower shall have been
      satisfied.

     

    (k) Guarantee
      Agreement by
      Chindex.  Chindex shall have executed and delivered to DEG the
      Guarantee Agreement by Chindex of the obligations of such Onshore Borrower
      under
      its Local Loan Agreement.  Such Guarantee shall be substantially in
      the form of Exhibit 1B attached to this Agreement and shall be in full force
      and
      effect.

     

    Section
      4.02 Onshore
      Borrower’s Certification.  The
      applicable Onshore Borrower shall deliver to DEG with respect to each request
      for Disbursement by such Onshore Borrower:

     

     

    
      
        
        

      

      
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    (a) certifications,
      in the form included in Schedule 2, relating to the conditions specified in
      Section 4.02 (Conditions of All Disbursements) set out in Schedule 11 (other
      than the condition in Section 4.02 (f) of Schedule 11) expressed to be effective
      as of the date of that Disbursement; and

     

    (b) such
      evidence as DEG may reasonably request of the proposed utilization of the
      proceeds of that Disbursement or the utilization of the proceeds of any prior
      Disbursement.

     

    Section
      4.03 Conditions
      for DEG Benefit.  The conditions in
      Section 4.01 through Section 4.03 are for the benefit of DEG and may be waived
      only by DEG in its sole discretion.

     

     

    ARTICLE
      V

     

    [INTENTIONALLY
      OMITTED]

     

     

    ARTICLE
      VI

     

    Event
      of Default

     

    Section
      6.01 Acceleration
      after Default.  If any Event of
      Default occurs and is continuing (whether it is voluntary or involuntary, or
      results from operation of law or otherwise), DEG may, by notice to the
      applicable Onshore Borrower, require such Onshore Borrower to repay the Loan
      made to it or such part of the Loan made to it as is specified in that
      notice.  On receipt of any such notice, the applicable Onshore
      Borrower shall immediately repay the Loan (or that part of the Loan specified
      in
      that notice) made to it and pay all interest accrued on it, redeployment cost
      and any other amounts then payable by such Onshore Borrower under this
      Agreement. Each Onshore Borrower waives any right it might have to further
      notice, presentment, demand or protest with respect to that demand for immediate
      payment.

     

    Section
      6.02 Events
      of Default.  It shall be an Event of Default with respect
      to each Onshore Borrower, if:

     

    (a) Failure
      to Pay Principal or Interest.  Such Onshore Borrower fails to pay when
      due any part of the principal of, or interest on, the Loan made to it and such
      failure continues for a period of five (5) days;

     

    (b) Failure
      to Pay any Other DEG Loans.  Such Onshore Borrower fails to pay when
      due any part of the principal of, or interest on, any loan from DEG to such
      Onshore Borrower other than the Loan and any such failure continues for the
      relevant grace period allowed for in the agreement providing for that
      loan;

     

    (c) Failure
      to Comply with Obligations.  Such Onshore Borrower fails to comply
      with any of its obligations under this Agreement or any other Transaction
      Document (other than for the payment of the principal of, or interest on, the
      Loan or any other loan from

     

     

    
      
        
        

      

      
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    DEG
      to
      the Onshore Borrower), and any such failure continues for a period of thirty
      (30) days after the date on which DEG notifies such Onshore Borrower of that
      failure;

     

    (d) Failure
      by Other Parties to Comply with Obligations.  The Guarantor or Major
      Shareholder fails to observe or perform any of its material obligations under
      a
      Transaction Document to which such a Person is a party, and any such failure
      continues for a period of thirty (30) days after the date on which DEG notifies
      such Onshore Borrower of that failure;

     

    (e) Misrepresentation.  Any
      representation or warranty made in Article III or in connection with the
      execution of, or any request (including a request for Disbursement) under,
      this
      Agreement or any other Transaction Document is found to be incorrect in any
      material respect;

     

    (f) Expropriation,
      Nationalization, Etc.  Any Authority condemns, nationalizes, seizes,
      or otherwise expropriates all or any substantial part of the property or other
      assets of such Onshore Borrower or of its share capital or assumes custody
      or
      control of that property or other assets or of the business or operations of
      such Onshore Borrower or of its share capital, or takes any action for the
      dissolution or disestablishment of such Onshore Borrower or any action that
      would prevent such Onshore Borrower or its officers from carrying on all or
      a
      substantial part of its business or operations;

     

    (g) Involuntary
      Proceedings.  A decree or order by a court is entered against such
      Onshore Borrower:

     

    (i) adjudging
      such Onshore Borrower bankrupt or insolvent;

     

    (ii) approving
      as properly filed a petition seeking reorganization, arrangement, adjustment
      or
      composition of, or with respect to, the Onshore Borrower under any applicable
      law;

     

    (iii) appointing
      a receiver, liquidator, assignee, trustee, sequestrator (or other similar
      official) of such Onshore Borrower or of any substantial part of its property
      or
      other assets; or

     

    (iv) ordering
      the winding up or liquidation of its affairs;

     

    or
      any
      petition is filed seeking any of the above and is not dismissed within thirty
      (30) days;

     

    (h) Voluntary
      Proceedings.  Such Onshore Borrower:

     

    (i) requests
      a moratorium or suspension of payment of Liabilities from any
      court;

     

    (ii) institutes
      proceedings or takes any form of corporate action to be liquidated, adjudicated
      bankrupt or insolvent;

     

    (iii) consents
      to the institution of bankruptcy or insolvency proceedings against
      it;

     

     

    
      
        
        

      

      
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    (iv) files
      a
      petition or answer or consent seeking reorganization or relief under any
      applicable law, or consents to the filing of any such petition or to the
      appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
      other
      similar official) of the Onshore Borrower or of any substantial part of its
      property;

     

    (v) makes
      a
      general assignment for the benefit of creditors; or

     

    (vi) admits
      in
      writing its inability to pay its Liabilities generally as they become due or
      otherwise becomes insolvent;

     

    (i) Attachment.  An
      attachment or analogous process is levied or enforced upon or issued against
      any
      of the assets of such Onshore Borrower for an amount in excess of the equivalent
      of Five Million Dollars ($5,000,000) and is not discharged within forty five
      (45) days;

     

    (j) Analogous
      Events to
      Bankruptcy.  Any other event with respect to such Onshore
      Borrower occurs which under any applicable law would have an effect analogous
      to
      any of those events listed in Section 6.02 (g), Section 6.02(h) and Section
      6.02
      (i);

     

    (k) Cross-Default.  Such
      Onshore Borrower fails to make any payment in respect of any of its Liabilities
      (other than the Loan) with an amount exceeding One Million Dollars ($1,000,000)
      or to perform any of its obligations under any agreement pursuant to which
      there
      is outstanding any Liability with an amount exceeding One Million Dollars
      ($1,000,000), and any such failure continues for more than any applicable period
      of grace or any such Liability becomes prematurely due and payable or is placed
      on demand;

     

    (l) Failure
      to Maintain
      Authorizations.  Any Authorization necessary for the Chindex or
      such Onshore Borrower to perform and observe its obligations under any
      Transaction Document, or to carry out the Project, is not obtained when required
      or is rescinded, terminated, lapses or otherwise ceases to be in full force
      and
      effect, including with respect to the remittance to DEG or its assignees, in
      the
      Loan Currency, of any amounts payable under any Transaction Document, and is
      not
      restored or reinstated within thirty (30) days of notice by DEG to such Onshore
      Borrower requiring that restoration or reinstatement;

     

    (m) Revocation,
      Etc., of
      Security Documents.  Any Security Document or any of its
      material provisions:

     

    (i) is
      revoked, terminated or ceases to be in full force and effect or ceases to
      provide the security intended, without, in each case, the prior consent of
      DEG;

     

    (ii) becomes
      unlawful or is declared void; or

     

    (iii) is
      repudiated or and any such repudiation continues for a period of thirty (30)
      days during which period such repudiation has no effect;

     

    (n) Revocation
      of Transaction
      Documents.  Any Transaction Document (other than a Security
      Document) or any of its material provisions:

     

     

    
      
        
        

      

      
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    (i) is
      revoked, terminated or ceases to be in full force and effect without, in each
      case, the prior consent of DEG, and that event, if capable of being remedied,
      is
      not remedied to the satisfaction of DEG within thirty (30) days of DEG’s notice
      to the Onshore Borrower; or

     

    (ii) becomes
      unlawful or is declared void; or

     

    (iii) is
      repudiated and such repudiation is not withdrawn within thirty (30) days of
      DEG’s notice to the Onshore Borrower requiring that withdrawal; provided that no
      such notice shall be required or, as the case may be, the notice period shall
      terminate if and when such repudiation becomes effective;

     

    (o) Non-Performance
      of Project
      Documents.  Any of the Project Documents:

     

    (i) is
      breached by any party to it and such breach has or could reasonably be expected
      to have a Material Adverse Effect; or

     

    (ii) is
      revoked, terminated or ceases to be in full force and effect without the prior
      consent of DEG, or performance of any of the material obligations under any
      such
      agreement becomes unlawful or any such agreement is declared to be void or
      is
      repudiated by any party to it; and

     

    (p) Bankruptcy
      of
      Chindex.  Any of the events specified in Sections 6.02 (f)
      through 6.02 (i) occurs to Chindex.

     

    Section
      6.03 Bankruptcy.  If
      any Onshore Borrower is
      liquidated or declared bankrupt, the Loan to such Onshore Borrower, all interest
      accrued on it and any other amounts payable under this Agreement by such Onshore
      Borrower will become immediately due and payable without any presentment,
      demand, protest or notice of any kind, all of which such Onshore Borrower
      waives.

     

     

    ARTICLE
      VII

     

    Miscellaneous

     

    Section
      7.01 Saving
      of Rights.  (a)  The rights
      and remedies of DEG in relation to any misrepresentation or breach of warranty
      on the part of Chindex or any Onshore Borrower shall not be prejudiced by any
      investigation by or on behalf of DEG into the affairs of Chindex or such Onshore
      Borrower, by the execution or the performance of this Agreement or 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.

     

    (b) No
      course
      of dealing or waiver by DEG in connection with any condition of Disbursement
      of
      the Loan under any Local Loan Agreements shall impair any right, power or remedy
      of DEG with respect to any other condition of Disbursement under such Local
      Loan
      Agreements, or be construed to be a waiver thereof; nor shall the action of
      DEG
      with respect to

     

     

    
      
        
        

      

      
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    any
      Disbursement affect or impair any right, power or remedy of DEG with respect
      to
      any other Disbursement.

     

    (c) Unless
      otherwise notified to Chindex by DEG and without prejudice to the generality
      of
      Section 7.01 (b), the right of DEG to require compliance with any condition
      under any Local Loan Agreement that may be waived by DEG with respect to any
      Disbursement under such Local Loan Agreement is expressly preserved for the
      purposes of any subsequent Disbursement under such Local Loan
      Agreement.

     

    (d) No
      course
      of dealing and no failure or delay by DEG in exercising, in whole or in part,
      any power, remedy, discretion, authority or other right under this Agreement
      or
      any other agreement shall waive or impair, or be construed to be a waiver of,
      such or any other power, remedy, discretion, authority or right under this
      Agreement, or in any manner preclude its additional or future exercise; nor
      shall the action of DEG with respect to any default, or any acquiescence by
      it
      therein, affect or impair any right, power or remedy of DEG with respect to
      any
      other default.

     

    Section
      7.02 Notices.  Any
      notice, request or other
      communication to be given or made under this Agreement shall be in
      writing.  Subject to Section 5.01 (Covenants) and Section 7.05
      (Enforcement), any such communication may be delivered by hand, airmail,
      facsimile or established courier service to the party’s address specified below
      or at such other address as such party notifies to the other party from time
      to
      time, and will be effective upon receipt.

     

    
      	
              For
                SPV:

            
	 	 
	 	
              Chindex
                China Healthcare Finance, LLC

              c/o
                Chindex International, Inc.

            
	 	
              4340
                East West Highway, Suite 1100

            
	 	
              Bethesda,
                Maryland 20814

            
	 	 
	 	
              Attn:    
                Roberta Lipson, CEO of Chindex

              Lawrence
                Pemble, CFO of
                Chindex

            
	 	 
	 	
              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

            


    

     

     

    
      
        
        

      

      
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    Section
      7.03 English
      Language.  (a)  All
      documents to be provided or communications to be given or made under this
      Agreement shall be in the English language.

     

    (b) To
      the
      extent that the original version of any document to be provided, or
      communication to be given or made, to DEG under this Agreement or any other
      Transaction Document is in a language other than English, that document or
      communication shall be accompanied by an English translation certified by an
      Authorized Representative to be a true and correct translation of the
      original.  DEG may, if it so requires, obtain an English translation
      of any document or communication received in a language other than English
      at
      the cost and expense of applicable Onshore Borrower.  DEG may deem any
      such English translation to be the governing version between the Onshore
      Borrower and DEG.

     

    Section
      7.04 Term
      of Agreement.  Each Local Loan Agreement
      shall continue in force until all monies payable under it have been fully paid
      in accordance with its provisions.  This Loan Agreement shall
      automatically terminate upon the execution and delivery of both Local Loan
      Agreements by DEG and by the Onshore Borrowers.

     

    Section
      7.05 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, SPV irrevocably agrees that any legal action, suit
      or
      proceeding arising out of or relating to this Agreement may be brought in the
      courts of the United States of America located in the Southern District of
      New
      York or in the courts of the State of New York located in the Borough of
      Manhattan. By the execution of this Agreement, SPV irrevocably submits to the
      jurisdiction of any such court in any such action, suit or proceeding. Final
      judgment against SPV in any such action, suit or proceeding shall be conclusive
      and may be enforced in any other jurisdiction, including the Country, 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) Nothing
      in this Agreement shall affect the right of SPV to commence legal proceedings
      or
      otherwise sue SPV or any Onshore Borrower in the Country or any other
      appropriate jurisdiction, or concurrently in more than one jurisdiction, or
      to
      serve process, pleadings and other legal papers upon SPV or any Onshore Borrower
      in any manner authorized by the laws of any such jurisdiction.

     

    (d) SPV
      hereby irrevocably 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 solely to receive for and on its behalf service
      of any summons, complaint or other legal process in any action, suit or
      proceeding DEG may bring in the State of New York in respect of this
      Agreement.

     

     

    
      
        
        

      

      
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    (e) As
      long
      as this Agreement remains in force, SPV shall maintain a duly appointed and
      authorized agent to receive for and on its behalf service of any summons,
      complaint or other legal process in any action, suit or proceeding DEG may
      bring
      in New York, New York, United States of America, with respect to this
      Agreement.  SPV shall keep DEG advised of the identity and location of
      such agent.

     

    (f) SPV
      also
      irrevocably consents, if for any reason its authorized agent for service of
      process of summons, complaint and other legal process in any action, suit or
      proceeding is not present in New York, New York, to the service of such papers
      being made out of the courts of the United States of America located in the
      Southern District of New York and the courts of the State of New York located
      in
      the Borough of Manhattan by mailing copies of the papers by registered United
      States air mail, postage prepaid, to SPV, at its address specified pursuant
      to
      Section 7.02 (Notices). In such a case, DEG shall also send by facsimile, or
      have sent by facsimile, a copy of the papers to SPV.

     

    (g) Service
      in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit
      or
      proceeding will be deemed personal service, will be accepted by SPV as such
      and
      will be valid and binding upon the Onshore Borrower for all purposes of any
      such
      action, suit or proceeding.

     

    (h) SPV
      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 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 such party by
                DEG.

            


    

     

    (i) To
      the
      extent that DEG may be entitled in any jurisdiction to claim for itself or
      its
      assets immunity in respect of its obligations under this Agreement or any other
      Transaction Document to which it is a party, 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
      that immunity (whether or not claimed) may be attributed to it or its assets,
      SPV irrevocably agrees not to claim and irrevocably waives such immunity to
      the
      fullest extent permitted now or in the future by the laws of such
      jurisdiction.

     

    (j) SPV
      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.

     

     

    
      
        
        

      

      
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    (k) To
      the
      extent that SPV may, in any action, suit or proceeding brought in any of the
      courts referred to in Section 7.05 (b) or a court of the Country or elsewhere
      arising out of or in connection with this Agreement or any other Transaction
      Document to which SPV is a party, be entitled to the benefit of any provision
      of
      law requiring DEG in such action, suit or proceeding to post security for the
      costs of SPV, or to post a bond or to take similar action, SPV hereby
      irrevocably waives such benefit, in each case to the fullest extent now or
      in
      the future permitted under the laws of the Country or, as the case may be,
      the
      jurisdiction in which such court is located.

     

    Section
      7.06 Disclosure
      of Information.  (a)  DEG
      may disclose any documents or records of, or information about, this Agreement
      or any other Transaction Document, or the assets, business or affairs of SPV
      to:

     

    
      	
              (i)  

            	
              its
                outside counsel, auditors and rating
                agencies,

            


    

     

    
      	
              (ii)  

            	
              any
                Person who intends to purchase a participation in a portion of the
                Loan or
                any Participant, and

            


    

     

    
      	
              (iii)  

            	
              any
                other Person as DEG may deem appropriate in connection with any proposed
                sale, transfer, assignment or other disposition of DEG’s rights under this
                Agreement or any Transaction Document or otherwise for the purpose
                of
                exercising any power, remedy, right, authority, or discretion relevant
                to
                this Agreement or any other Transaction
                Document.

            


    

     

    
      	
              (iv)  

            	
              SPV
                acknowledges and agrees that, notwithstanding the terms of any other
                agreement between SPV and DEG, a disclosure of information by DEG
                in the
                circumstances contemplated by Section 7.06 (a) does not violate any
                duty
                owed to SPV under this Agreement or under any such other
                agreement.

            


    

     

    
      	
              a.  

            	
              SPV
                is aware that DEG is a wholly-owned subsidiary of Kreditanstalt für
                Wiederaufbau (“KfW”) and a
                member of
                the KfW Bankengruppe.  The members of the KfW Bankengruppe are
                KfW, DEG, FuB – Finanzierungs- und Beratungsgesellschaft mbH, Berlin and
                such further entities as listed on the website of the KfW Bankengruppe
                (www.kfw.de).

            


    

     

    
      	
              b.  

            	
              DEG
                shall be entitled to disclose confidential information (e.g., any
                data as
                to legal status, business and financial condition, privacy data,
                etc.) it
                receives in connection with this financing to any member of the KfW
                Bankengruppe at any given date.  Since within the KfW
                Bankengruppe a central corporate risk management and a standardised
                controlling will be performed, it may be necessary to forward special
                client data and/or documents within KfW Bankengruppe.  This
                client data and/or documents
                include:

            


    

     

     

    
      
        
        

      

      
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                forward
                  special client data and/or documents within KfW
                  Bankengruppe.  This client data and/or documents
                  include:

              


      

       

    

    
      ·  data
        provided by the client;

    

     

    ·  documents
      and data developed by DEG relating to the client.

     

    The
      client data and/or documents will be forwarded exclusively to members of the
      KfW
      Bankengruppe and will not be made available to any person outside the KfW
      Bankengruppe.  All members of the KfW Bankengruppe will treat any
      client data forwarded to them in compliance with the legal provisions as
      prescribed by the Federal Data Protection Law (“Bundesdatenschutzgesetz”) and
      the rules on banking secrecy.

     

    
      	
              c.  

            	
              With
                reference to the above information under a) and b) the SPVhereby
                agrees to
                the transfer of client data within the KfW Bankengruppe for the purposes
                of central corporate risk management and standardised controlling
                and, to
                such extent, expressly release DEG from banking secrecy rules, the
                provisions of the Federal Data Protection Law (“Bundesdatensschutzgesetz”)
                and any separately concluded confidentiality
                agreement.

            


    

     

    
      	
              d.  

            	
              If
                an entity ceases to be a member of the KfW Bankengruppe, DEG shall
                no
                longer be entitled to disclose information to the relative
                entity.  The relative entity shall destroy or return the
                information disclosed to it.

            


    

     

    
      	
              (v)  

            	
              The
                disclosure by DEG may also be required or requested in order to fulfil
                legal, judicial or regulatory requirements.  SPV consents to any
                such disclosure.

            


    

     

    Section
      7.07 Successors
      and Assignees.  This Agreement
      binds and benefits the respective successors and assignees of the parties.
      However, SPV may not assign or delegate any of its rights or obligations under
      this Agreement without the prior consent of DEG.

     

    Section
      7.08 Amendments,
      Waivers and Consents.  Any
      amendment or waiver of, or any consent given under, any provision of this
      Agreement shall be in writing and, in the case of an amendment, signed by the
      parties.

     

    Section
      7.09 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
      7.10 Local
      Loan Agreement; Separate
      Transactions.  It is the intention of the parties that the
      transactions contemplated hereby be documented under separate Local
      Loan

     

     

    
      
        
        

      

      
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    Agreements,
      and related Transaction Documents, for each Onshore Borrower as soon as such
      Onshore Borrower is formed and validly existing.  Accordingly, upon
      execution of a Local Loan Agreement by an Onshore Borrower, SPV’s obligations
      hereunder with respect to such Onshore Borrower shall immediately
      terminate.

     

    [Signature
      pages to follow]

    



    
      
        
        

      

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

     

    
      	 
	
              CHINDEX
                HEALTHCARE FINANCE, LLC

            
	 	 
	
              By:

            	CHINDEX
              INTERNATIONAL, INC., as member
	 	 
	 	 
	
              By:

            	/s/
              Lawrence Pemble 
	 	
              Name:

            	Lawrence
              Pemble 
	 	
              Title:

            	Chief
              Financial Officer 
	 
	 
	
              DEG
                – DEUTSCHE INVESTITIONS – UND

              ENTWICKLUNGSGESELLSCHAFT
                mbH

            
	 	 
	 	 
	
              By:

            	/s/
              Hubertus Graf von Plettenberg 
	 	
              Name:

            	Hubertus
              Graf von Plettenberg 
	 	
              Title:

               

            	
              First
                Vice President 

              Manufacturing
                Industry/Services

            


    

    
      
        	
              	
                 

              
	 	 
	
                 

              	/s/
                Gunnar Stork 
	 	Gunnar
                Stork 
	 	Senior
                Investment
                Manager


      

      


    

     

     

     

    
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      EXHIBIT
        1A

       

      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

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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                  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.

       

       

      
        
          
          

        

        
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      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.

       

       

      
        
          
          

        

        
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      (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;

       

       

      
        
          
          

        

        
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      (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

       

       

      
        
          
          

        

        
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      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;

       

       

      
        
          
          

        

        
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      (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

              


      

       

       

      
        
          
          

        

        
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                (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:

              	 
	 	
                Authorized
                  Representative

              
	 	
                Name:

              	
                (print)

              
	 	
                Title:

              	 
	 	 	 
	 	 	 
	
                DEG
                  - Deutsche Investitions-und

                Entwicklungsgesellschaft
                  mbH

              
	 	 
	 	 
	
                By:

              	 
	 	
                Authorized
                  Representative

              
	 	
                Name:

              	
                (print)

              
	 	
                Title:

              	 


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
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      EXHIBIT
        1B

      
         

        ONSHORE
          BORROWER GUARANTEE AGREEMENT

         

        This
          AGREEMENT (the “Agreement”)
          is made
          on [_______________],

         

        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 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 [___________] between [the Onshore
          Borrower] (“Borrower”)
          and DEG,
          DEG has agreed to extend to the Borrower a loan in the amount of _________
          Million Dollars ($_________) (the “DEG Loan”), on
          the
          terms and subject to the conditions set forth in the DEG Loan
          Agreements.

         

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

         

        (C) It
          is a
          condition of the Disbursement under the DEG Loan Agreement that the Guarantor
          has guaranteed the obligations of the Borrower in respect of the Loan on
          terms
          and conditions satisfactory to DEG.

         

        (D) The
          Borrower is a subsidiary of the Guarantor and the Guarantor will obtain
          benefits
          as a result of the DEG Loan made to the Borrower and, accordingly, desires
          to
          execute and deliver this Guarantee Agreement in order to satisfy the condition
          described in the preceding paragraph.

         

        (E) The
          Guarantor, to induce DEG to make the DEG Loan and, in particular, the first
          disbursement of the DEG Loan, has agreed to guarantee such obligations
          of the
          Borrower.

         

        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 Loan Agreement have the same meanings when used in this Agreement and
          each
          of the following terms have the meaning opposite it:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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                  “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 the Borrower to DEG
          under or in relation to the Loan Agreement,  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 Borrower 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

         

         

        
          
            
            

          

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

         

        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 Borrower 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
                    Local Loan
                    Agreements, and otherwise in the same manner in all respects
                    as the
                    Guaranteed Obligations are required to be paid by the
                    Borrower.

                


        

         

        (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 Local
          Loan
          Agreements, regardless of any intermediate payment or discharge.

         

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

         

        (b) 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 Borrower
          or to any prior notice to the Guarantor with regard to any default by the
          Borrower.

         

        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.

         

         

        
          
            
            

          

          
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        (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.

         

        (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):

         

         

        
          
            
            

          

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

         

        (b) any
          assertion of, or failure to assert, or delay in asserting, any right, power
          or
          remedy against the Borrower 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 Borrower;

         

        (d) any
          failure of the Borrower 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 Borrower or the Guarantor;

         

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

         

        (g) the
          DEG
          Local Loan Agreements 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 Borrower, 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 Borrower) 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, and provided that DEG is not under any further obligation (actual
          or
          contingent) to advance monies to the Borrower under the DEG Local Loan
          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 Borrower pursuant to the DEG Local 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 Borrower
          to the Guarantor as are required for the

         

         

        
          
            
            

          

          
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        Guarantor
          to obtain the full benefit of such subrogation.  The Guarantor shall
          enforce such rights directly against the Borrower in its own name and not
          in the
          name of DEG.

         

        Section
          3.4 Bankruptcy
          or Liquidation of Borrower.  If the Borrower is adjudged
          bankrupt or insolvent, or a receiver, liquidator, assignee, trustee,
          sequestrator (or other similar official) of the Borrower, or any substantial
          part of its property or other assets, is appointed, or the Borrower makes
          any
          arrangement with its creditors, or is liquidated or wound up, the Guarantor
          shall not claim, rank, prove or vote as a creditor of the Borrower or its
          estate
          in competition with DEG in respect of any amounts owing to the Guarantor
          by the
          Borrower 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 Borrower, 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:

         

         

        
          
            
            

          

          
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        (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;

         

        (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 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;

         

         

        
          
            
            

          

          
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        (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.

         

        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 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 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:

         

         

        
          
            
            

          

          
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        (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

                


        

         

        
          	
                  (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 Borrower 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
          

         

         

        
          
            
            

          

          
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        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.

         

        (i) Liens
          on Equity in the
          Borrower.  Encumber, mortgage, pledge or otherwise secure any
          interest in the registered capital of the Borrower 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

        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.

         

         

        
          
            
            

          

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

         

        (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.

         

         

        
          
            
            

          

          
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        (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 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, 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 the Borrowers.

         

        (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.

         

         

        
          
            
            

          

          
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        (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 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.

         

        [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:

                	 
	 	
                  Authorized
                    Representative

                
	 	
                  Name:

                	
                  (print)

                
	 	
                  Title:

                	 


        

         

         

        
          	
                  DEG
                    - Deutsche Investitions-und

                  Entwicklungsgesellschaft
                    mbH

                
	 
	 
	
                  By:

                	 
	 	
                  Authorized
                    Representative

                
	 	
                  Name:

                	
                  (print)

                
	 	
                  Title:

                	 


        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          BACK

        

      



    
      EXHIBIT
        2

      


      FORM
        OF MORTGAGE
        AGREEMENT

       

      
        
          

          

        

         



      
        


      

      


      


      


      


      


      Mortgage
        Agreement

      


      


      


      


      between

      


      


      


      


      [ONSHORE
        BORROWER]

      


      


      and

      


      


      


      


      [LENDER]

      


      


      


      Dated
        _________, 200[   ]

      


      
         

          
            
              

              

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          BACK

        

      


      MORTGAGE
        AGREEMENT

      


      


      This
        MORTGAGE AGREEMENT (the “Agreement”) is made and entered into as of _________,
        200[  ], by and between:

       

      
        	
                (1)

              	
                [Onshore
                  Borrower] (the
“Borrower”),
                  a [Chinese-foreign
                  equity joint
                  venture enterprise] with
                  limited liability organized
                  and existing under the
                  laws of the People’s
                  Republic of China (“PRC”)
                  with its legal address at:
                  [                      ], PRC;
                  and

              


      

       

       

      
        	
                (2)

              	
                [Lender]
                  (“Lender”),  with its  office at
                  ____________________________________________.


              


      

       

      in
        accordance with the PRC Property Rights Law (the “Property Rights Law”), the PRC
        Security Law (the “Security Law”), the Law of the PRC on the Administration of
        Urban Real Property (the “Real Property Law”), the Provisional Regulations of
        the PRC on the Grant and Transfer of State-Owned Land-Use Rights in Cities
        and
        Townships, the Measures on Movable Assets Mortgage Registration, the
        Administrative Measures on Registration of Rights and Ownership of Buildings
        in
        Cities, as amended, the Notice on Issues Concerning Registration of Land-Use
        Rights Mortgage and other relevant laws and regulations of the PRC.

       

      WHEREAS:

       

      (A)           
        Subject to the terms and conditions of a Loan Agreement dated [ ], 200[ ]
        between the Borrower and Lender (the “Loan Agreement”),
Lender
        has agreed to
        lend the Borrower up to [        ]
        Dollars ($        ) (the
“Loan”);

       

      (B)           
        In consideration of, and as security for, the amounts provided by Lender under the Loan
        Agreement the Borrower has agreed to provide certain collateral (the
“Collateral”, as defined in Article 1 below) to Lender, as security for
        the
        repayment of such amounts and other Secured Obligations (as defined in Article
        1
        below).

       

      NOW,
        THEREFORE, in
        consideration of the promises and the mutual covenants described hereafter,
        the
        Borrower and Lender
        agree as follows:

       

      ARTICLE
        I

       

      Definitions
        and Interpretation

       

      Section
        1.01.  Definitions.  Unless
        otherwise defined, or the context otherwise requires, terms defined in the
        Loan
        Agreement have the same meanings

       


      
        
          
          

        

        
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      when
        used
        in this Agreement and the following terms shall have the meanings opposite
        them:

      
        
          	
                   

                  “Approvals”

                  
                  

                	
                   

                  any
                    consent, registration, filing, agreement, notarization, certificate,
                    license, approval, permit, authorization, authority or exemption
                    from, by
                    or with any Authority, whether given by express action or deemed
                    given by
                    failure to act within any specified time period, and all corporate,
                    creditors’ and shareholders’ approvals or consents or
                    authorizations;

                
	
                   

                  “Authority”

                  
                  

                	
                   

                  any
                    government or governmental, administrative, fiscal, judicial,
                    or
                    government-owned body, department, commission, authority, tribunal,
                    agency
                    or entity;

                
	
                   

                  “Board”

                	
                   

                  the
                    Board of Directors of the
                    Borrower, as constituted from time to time;

                
	
                   

                  “Building
                    Ownership Certificate(s)”

                  
                  

                	
                   

                  the
                    Building Ownership Certificate(s) in the name of the Borrower
                    issued by
                    [            ]
                    Real Estate Administration Commission evidencing the Borrower’s ownership
                    of the Buildings, copies of which are attached hereto as part
                    of Schedule
                    2;

                
	
                   

                  “Buildings”

                  
                  

                	
                   

                  the
                    buildings, plant, improvements, premises, structures, fixtures
                    and
                    facilities located on the Project Site, including those under
                    construction, each as more particularly described in Schedule
                    2 to this
                    Agreement and all other buildings, improvements, premises, structures,
                    fixtures, attachments and facilities now or in the future to
                    be located on
                    the Project Site;

                
	
                   

                  “Business
                    Day”

                	
                   

                  a
                    day when banks are open
                    for business in New York, New York and Beijing, PRC;

                
	
                   

                  “Certificate
                    of Other Rights”

                	
                   

                  the
                    security registration certificate issued by appropriate land
                    and real
                    estate administration bureaus in respect of the
                    Collateral;

                


        

         


        
          
            
            

          

          
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                  “Collateral”

                	
                   

                  all
                    or any part of the following: (i) the Land-Use Rights, (ii) the
                    Buildings;
                    (iii) the Equipment; and (iv) any cash or other proceeds from
                    the rental,
                    sale or other disposition of any of (i), (ii) or (iii)
                    above;

                
	
                   

                  “Construction
                    Contracts”

                  
                  

                	
                   

                  the
                    agreements entered into or to be entered into by or on behalf
                    of the
                    Borrower for the provision of building and civil works of the
                    Project,
                    including engineering, procurement, construction, erection, installation
                    and commissioning;

                
	
                   

                  “Disbursement”

                	
                   

                  any
                    disbursement of the Loan;

                
	
                   

                  “Dollars”
                    and “$”

                	
                   

                  the
                    lawful currency of the United States of America;

                
	
                  
                  

                   

                  “Equipment”

                  
                  

                	
                  
                  

                   

                  certain
                    equipment and machinery and other movables owned by the Borrower
                    and
                    located on the Project Site, including those being installed
                    and/or
                    commissioned, each as more particularly described in Schedule
                    3 to this
                    Agreement, and all other equipment, machinery and movables now
                    or in the
                    future to be located on the Project Site that are or will be
                    owned by the
                    Borrower;

                
	
                   

                  “Event
                    of Default”

                	
                   

                  has
                    the meaning ascribed thereto in the Loan Agreement.

                
	
                   

                  “Investment
                    Documents”

                	
                   

                  the
                    Loan Agreement and any and all documents executed by the Borrower
                    and
                    Lender in
                    connection with the Loan Agreement;

                
	
                   

                  “Land
                    Grant Contract”

                	
                   

                  [                 ]

                
	
                   

                  “Land-Use
                    Rights”

                	
                   

                  the
                    existing granted land-use rights for the Mortgaged Lands as described
                    in
                    the Land-Use Rights Certificate(s) and any future granted land
                    use rights
                    acquired by the Borrower for the Project;

                
	
                   

                  “Land-Use
                    Rights Certificate(s)”

                	
                   

                  the
                    State-Owned Land-Use Certificate(s) (No.
                    [               ])
                    issued by the
                    [           ]
                    Municipal Land Administration on
                    [        ],

                


        

        



        
          
            
            

          

          
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                  covering
                    an area of [       ] square meters and
                    located on the
                    [                        ],
                    China, granting to the Borrower a land use right to the Project
                    Site for
                    industrial use during
                    [           ] and
                    [         ], a copy of which
                    is attached as part of Schedule 1 to this Agreement;

                
	
                   

                  “Lien”

                  
                  

                	
                   

                  any
                    mortgage, pledge, charge, assignment, hypothecation, security
                    interest,
                    title retention, preferential right, trust arrangement, right
                    of set-off,
                    counterclaim or banker’s lien, privilege or priority of any kind having
                    the effect of security, any designation of loss payees or beneficiaries
                    or
                    any similar arrangement under or with respect to any insurance
                    policy or
                    any preference of one creditor over another arising by operation
                    of
                    law;

                
	
                   

                  “Loan
                    Agreement”

                	
                   

                  has
                    the meaning ascribed thereto in the introduction to this
                    Agreement;

                
	
                   

                  “Loan”

                	
                   

                  has
                    the meaning ascribed thereto in the introduction to this
                    Agreement;

                
	
                   

                  “Mortgaged
                    Lands”

                	
                   

                  the
                    land with a total area of
                    [          ] square
                    meters, as more particularly described in the Land-Use Rights
                    Certificate(s), attached hereto as part of Schedule 1 and any
                    land
                    acquired by the Borrower  in the future;

                
	
                   

                  “Mortgage
                    Registration Certificate”

                	
                   

                  the
                    security registration certificate issued by appropriate administration
                    of
                    industry and commerce in respect of the Collateral;

                
	
                   

                  “People’s
                    Court”

                	
                   

                  the
                    courts in the PRC;

                
	
                   

                  “Person”

                  
                  

                	
                   

                  any
                    natural person, corporation, company, partnership, firm, voluntary
                    association, joint venture, trust, unincorporated organization,
                    Authority
                    or any other entity whether acting in an individual, fiduciary
                    or other
                    capacity;

                
	
                   

                  “Potential
                    Event of Default”

                	
                   

                  has
                    the meaning ascribed thereto in the Loan Agreement;

                
	
                   

                  “PRC”

                	
                   

                  the
                    People’s Republic of China;

                


        

        



        
          
            
            

          

          
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                  “Project”

                	
                   

                  has
                    the meaning ascribed thereto in the Loan Agreement;

                
	
                   

                  “Project
                    Site”

                  
                  

                	
                   

                  the
                    existing parcel of land designated and identified in the Land
                    Use Rights
                    Certificate(s) and any parcel of land acquired by the Borrower
                    in the
                    future for the Project;

                
	
                   

                  “Property
                    Rights Law”

                	
                   

                  has
                    the meaning ascribed thereto in the introduction to this
                    Agreement;

                
	
                   

                  “Real
                    Property Law”

                	
                   

                  has
                    the meaning ascribed thereto in the introduction to this
                    Agreement;

                
	
                   

                  “Receiver”

                	
                   

                  any
                    receiver, agent, administrator or other similar officer appointed
                    by
                    Lender for the purpose of taking any action or exercising any
                    rights in
                    connection with the enforcement of the security created by this
                    Agreement,
                    which Receiver shall exercise his powers hereunder as agent of,
                    and at the
                    cost of, the Borrower and provided that Lender shall not be under
                    any
                    obligation to appoint a Receiver unless required to do so by
                    applicable
                    law;

                
	
                   

                  “Relevant
                    Certificates and

                	
                   

                   

                
	
                     Documents”

                  
                  

                	
                  the
                    certificates and documents relating to the rights, title and/or
                    interests
                    in or to the Collateral, including the Land-Use Rights Certificate(s)
                    the
                    Building Ownership Certificate(s), the Certificates of Other
                    Rights,the
                    Mortgage Registration Certificate and any of  the above
                    documents to be obtained in the future by the Borrower;

                
	
                   

                  “Secured
                    Obligations”

                	
                   

                  at
                    any time and from time to time, all amounts payable by the Borrower
                    to
                    Lender in respect of principal, interest, fees and other amounts
                    or
                    charges and otherwise (including any amounts in respect of liquidated
                    damages, compensatory damages and enforcement costs) in respect
                    of the
                    Loan under or in connection with the Loan Agreement and any and
                    all other
                    agreements, documents or
                    instruments

                


        

         

        
          
            
            

          

          
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                    executed
                      by the Borrower and/or Lender in
                      connection
                      with the Loan, all in Dollars;

                  
	
                     

                    “Security
                      Law”

                  	
                     

                    has
                      the meaning ascribed thereto in the introduction to this
                      Agreement;

                  
	
                     

                    [“[         ]
                      Customs”

                  	
                     

                    the
                      [             ]
                      Administration of Customs;]

                  
	
                     

                    “[          ]
                      AFE”

                  	
                     

                    the
                      [           ]
                      Municipal Administration of Foreign Exchange;

                  
	
                     

                    “[          ]
                      AIC”

                  	
                     

                    the
                      [            ]
                      Municipal Administration of Industry and Commerce;

                  
	
                     

                    “[          ]
                      BLR”

                  	
                     

                    [          ]
                      Municipal Bureau of Land and Resources; and

                  
	
                     

                    “[          ]
                      REAC”

                  	
                     

                    the
                      [       ] Municipal Real Estate
                      Administration Commission.

                  


          

           

        

      

      Section
        1.02.  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 natural person includes any company, partnership, trust,
        joint
        venture, association, corporation or other body corporate and any governmental
        authority or agency;

       

      (d)           
        a reference to a Section, Article, Schedule, Appendix or party is a reference
        to
        that Section or Article of, or that Schedule, Appendix or party to, this
        Agreement;

       

      (e)           
        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;

       

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

       

      (g)           
        the word “including” shall mean “including without limitation” or “including but
        not limited to;” and

       


      
        
          
          

        

        
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      (h)           
        all Authorities referred to in this Agreement shall be construed as including
        any successor or substitute Authority thereof having the same or substantially
        the same functions and powers.

       

      ARTICLE
        II

       

      Mortgage

       

      Section
        2.01.  Mortgage. 
        As continuing security
        for the payment and discharge in full of all the Secured Obligations, the
        Borrower hereby grants to Lender a first priority
        mortgage over the Collateral in accordance with the Property Rights Law,
        the
        Security Law and other relevant laws and regulations of the PRC.

       

      Section
        2.02.  Enforcement. The
        security created by
        this Agreement shall become enforceable immediately upon the occurrence and
        during the continuance of an Event of Default under the Loan
        Agreement.

       

      Section
        2.03.  Actions
        in Connection with Enforcement. At any time
        after the
        occurrence of an Event of Default that is continuing under the Loan Agreement,
        Lender shall have the
        right (which right the Borrower irrevocably consents and agrees to and
        acknowledges) to the extent permitted by applicable law, either in person
        or
        through any Receiver, to take any one or more of the following actions at
Lender’s option:

       

      (a)           
        to take possession of, get in, collect and receive all or any part of the
        Collateral for the purpose (in the opinion of Lender) of converting
        all or
        any part of the Collateral into value and/or obtaining proceeds from the
        auction
        or sale of all or any part of the Collateral;

       

      (b)           
        to convert all or any part of the Collateral into value and/or obtain proceeds
        from the auction or sale of all or any part of the Collateral;

       

      (c)           
        to commission the relevant organization or Authority to auction all or any
        part
        of the Collateral;

       

      (d)           
        to apply to the relevant Authority or Authorities for the lawful sale or
        disposal of all or any part of the Collateral at a price considered by Lender to be
        reasonable;

       

      (e)           
        with a view to selling all or any part of the Collateral (or offering it
        for
        sale) to repair, replace, improve and/or develop such Collateral and to apply
        for any appropriate permission, license, consent or approval in connection
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      (f)           
        to sever any attachments or fixtures and to sell them apart from the land
        or
        buildings on or to which they are attached, and to uninstall, disassemble
        or
        sever any equipment, machinery or other movables and to sell them apart from
        any
        other equipment, machinery, other movables, plants or facilities to which
        they
        are attached or associated;

       

      (g)           
        for the purpose of converting all or any part of the Collateral into value
        and/or obtaining proceeds from the auction or sale of all or any part of
        the
        Collateral, to sell, exchange, license or otherwise dispose of or in any
        way
        whatsoever deal with the Collateral for such consideration (if any), including
        shares, debentures or any other securities whatsoever, and upon such terms
        as
Lender may reasonably
        think fit;

       

      (h)           
        for the purpose of converting all or any part of the Collateral into value
        and/or obtaining proceeds from the auction or sale of all or any part of
        the
        Collateral, to make any leases whatsoever of the Collateral and, with or
        without
        consideration, to accept or agree to accept surrenders of leases of the
        Collateral in such circumstances, for such purposes and upon such terms
        whatsoever as Lender may
        reasonably think fit, and to vary the terms of any lease affecting the
        Collateral and to act in relation to any review of the rent under such lease
        in
        such manner as Lender
        may reasonably think fit;

       

      (i)           
        to insure, repair, improve, replace, exploit and/or develop the Collateral
        in
        any manner;

       

      (j)           
        to bring, defend, submit to arbitration, negotiate, compromise, abandon and/or
        settle any claims and/or proceedings concerning the Collateral;

       

      (k)           
        for the purpose of converting all or any part of the Collateral into value
        and/or obtaining proceeds from the auction or sale of all or any part of
        the
        Collateral, generally to carry out, or cause or authorize to be carried out,
        any
        transaction or arrangement whatsoever, whether similar or not to any of the
        foregoing, in relation to the Collateral which Lender may reasonably consider
        expedient as effectively as if Lender were solely and
        absolutely entitled to the Collateral;

       

      (l)           
        in connection with the exercise of any of its powers, to execute or do, or
        cause
        or authorize to be executed or done, on behalf of or in the name of the Borrower
        or otherwise, as Lender
        may reasonably think fit, all documents, acts or things which Lender may reasonably consider
        appropriate;

       

      (m)           
        to take such other actions as are appropriate to satisfy the Secured
        Obligations, in accordance with the Property Rights Law, the Security Law
        and
        other relevant laws and regulations;

       

      (n)           
        to exercise all rights and privileges of the Borrower provided in any or
        all of
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        relating


      
        
          
          

        

        
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      to
        the
        Collateral on behalf or in the name of the Borrower, as Lender may reasonably
        think
        fit;

       

      (o)           
        to take possession of, collect, manage and use the Collateral and exercise
        any
        or all the Borrower’s rights and privileges in respect of the Collateral to the
        exclusion of the Borrower as if Lender were the beneficial
        owner of the Collateral ; and

       

      (p)           
        in each case, to be compensated in full and in first priority from the funds
        and
        proceeds obtained through any such actions to the extent of the Secured
        Obligations and any expenses related thereto.

       

      Section
        2.04. Deficiency
        or Surplus. 
        If the funds obtained as the result of the actions set out in Section 2.03
        above
        are insufficient to satisfy in full the Secured Obligations and all expenses
        related hereto, Lender
shall have the right
        to claim the deficiency from the Borrower. If any
        balance remains after the payment in full of the Secured Obligations and
        all
        expenses related hereto, such balance shall be returned to the Borrower or
        applied as otherwise required by applicable law, and Lender shall, at the cost
        and
        expense of the Borrower (including any costs of notarization, registration
        and
        obtaining of any approvals from any relevant Authority), execute and deliver
        to
        the Borrower proper instruments evidencing the termination and release of
        this
        Agreement.

       

      Section
        2.05. Appointment
        of Attorney. (a) As further
        security
        for the performance of its obligations under this Agreement and for conferring
        on Lender the benefit of
        the rights expressed to be conferred hereunder, the Borrower hereby irrevocably
        appoints and constitutes, until the Secured Obligations have been paid and
        discharged in full, Lender, as the Borrower’s true
        and lawful attorney with full power (in the name of the Borrower or otherwise)
        to, after the occurrence and during the continuance of an Event of Default,
        exercise any or all of the Borrower’s rights and carry out any or all of the
        Borrower’s obligations hereunder, to demand and receive any and all moneys and
        claims for moneys due or to become due arising out of the Collateral, to
        enforce
        any provision thereof, to give valid receipts and discharges, and generally
        to
        file any and all claims or take any and all lawful actions or institute any
        and
        all proceedings that may be necessary for the purpose of putting into effect
        the
        intent of this Agreement.

       

      (b)           
        The Borrower hereby consents, acknowledges and agrees that Lender and its agents
        shall
        not be liable for any loss, damage, cost, expense, impairment, diminution
        or
        devaluation of the Collateral caused by or resulting or arising from or in
        connection with any act or failure to act by Lender or its respective
        agents under this Agreement or in relation to the Collateral, unless directly
        caused by the gross negligence or willful misconduct of Lender or such
        agents.

       

      Section
        2.06. Power
        to
        Delegate. After notifying
        the
        Borrower, Lender may at
        any time and from time to time delegate by power of attorney or in
        any

       

      



      
        
          
          

        

        
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      other
        manner to any Person(s) all or any of the rights, powers and discretions
        exercisable by any or all of them under Section 2.03 above. Any such delegation
        may be made upon such terms (including the power to sub-delegate) and subject
        to
        such conditions as Lender may deem appropriate
        in
        its discretion.

      


      Section
        2.07.  No
        Discharge. The obligations
        of the
        Borrower under this Agreement shall not be discharged or impaired
        by:

       

      (a)           
        any invalidity, unenforceability or other defect relating to any of the
        Investment Documents or any security relating to any such documents;
        or

       

      (b)           
        any amendment to or variation of any of the Investment Documents or any security
        relating to any such documents, other than amendments made in accordance
        with
        the terms thereof; or

       

      (c)           
        any release of or granting of time or any other indulgence to the Borrower
        or
        any third party, other than a release of, granting of time or any other
        indulgence granted by the Lender to the Borrower
        in
        accordance with the terms of the Investment Documents; or

       

      (d)           
        any winding up, dissolution, reconstruction or reorganization, legal limitation,
        incapacity or lack of corporate power or authority or other circumstances
        of, or
        any change in the constitution or corporate identity or loss of corporate
        identity by, the Borrower or any other Person; or

       

      (e)           
        any other act, event, neglect or omission which would or might but for this
        Section operate to impair or discharge the Borrower’s liability
        hereunder.

       

      ARTICLE
        III

       

      Representations
        and Warranties

       

      Section
        3.01.  Representations
        and Warranties The Borrower
        represents
        and warrants to Lender
        that:

       

      (a)           
        The Borrower is a Sino-foreign
        joint venture enterprise duly incorporated and validly existing under the
        laws
        of the People’s Republic of China and has the corporate power to enter into, and
        comply with its obligations under this Agreement.

       

      (b)           
        The Land Grant Contract, Land-Use Rights Certificate(s), the Building Ownership
        Certificate and the Construction Contracts are each in full force and effect.
        The Borrower has the full right to use and enjoy the Project Site and to
        own/use
        the Collateral, and to assign and mortgage the land use rights for the Project
        Site until the expiration of the term as provided the Land Grant Contract
        and
        the Land-Use Rights Certificate(s). The Borrower has paid, or
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      satisfactory
        arrangements for the payment when due all fees for the rights under the Land-Use
        Rights Certificate(s), and has performed in a timely manner all other material
        obligations that are set out in the Land Grant Contract, Land-Use Rights
        Certificate(s), the Building Ownership Certificate(s) and the Construction
        Contracts.

      


      (c)           
        The Borrower (i) is in compliance with the material requirements of the Land
        Grant Contract Land-Use Rights Certificate(s) and the Building Ownership
        Certificate(s); (ii) has paid or made satisfactory arrangements for the payment
        when due, all costs, fees and expenses of and for the development of the
        Project
        Site and for the procurement, importation, transportation, erection,
        installation, testing and commissioning of the Equipment; (iii) has obtained,
        or
        will obtain when necessary, all Approvals required for the development and
        use
        of the Project Site; and (iv) has performed all material obligations with
        regard
        to the use or development of the Project Site in accordance with the
        requirements of the Land Grant Contract Land-Use Rights Certificate(s), Building
        Ownership Certificate(s), and any other related applicable
        Approvals.

      


      (d)           
        The execution and enforcement of this Agreement by the Borrower does not
        and
        will not violate the provisions of (i) any applicable law, (ii) any relevant
        Approval, or (iii) the terms or conditions of the Land Grant Contract, the
        Land-Use Rights Certificate(s) or the Building Ownership Certificate(s).
        This
        Agreement has been duly executed by the, and is the legal, valid and binding
        obligation of the Borrower and enforceable against the Borrower in accordance
        with the terms hereof.

      


      (e)           
        All the information and documents provided to Lender in connection with
        this
        Agreement and the Collateral are true, complete and correct in all material
        respects.

      


      (f)           
        The Borrower has duly obtained , or will obtain when necessary, all required
        Relevant Certificates and Documents, including all required certificates,
        permits and approvals from applicable Authorities for all Buildings and all
        Equipment.

      


      (g)           
        None of the representations and warranties in this Section 3.01 omits any
        information or matter the omission of which makes any of such representations
        and warranties inaccurate or misleading in any material respects.

      


      Section
        3.02. Reliance.  The
        Borrower acknowledges and agrees that it makes the representations and
        warranties in Section 3.01 above with the intention of inducing Lender to enter into this
        Agreement and the Loan Agreement, and that Lender has entered into
        this
        Agreement and the  Loan Agreement on the basis of, and in full
        reliance on, each of such representations and warranties being true, accurate
        and complete.

      



      
        
          
          

        

        
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      Section
        3.03.  Rights
        and Remedies not Limited. The rights
        and remedies
        of Lender in relation to
        any misrepresentations or breach of warranty by the Borrower shall not be
        prejudiced by:

      


      (a)           
        any investigation by or on behalf of any of Lender into the affairs
        of the
        Borrower;

      


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

      


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

       

      ARTICLE
        IV

       

      Covenants

       

      Section
        4.01. Affirmative
        Covenants. Throughout
        the term of
        this Agreement, the Borrower covenants and agrees as follows:

      


      (a)           
        The Borrower shall (i) maintain the Collateral in good repair and condition,
        and
        (ii) protect the Collateral from any material damage or impairment, normal
        wear
        and tear excepted.

      


       (b)           
        The Borrower shall perform in a timely fashion all its material obligations
        under the Land Grant Contract, Land-Use Rights Certificate(s) and the Building
        Ownership Certificate(s), including the payment of all relevant fees,
        considerations, taxes and other amounts payable by the Borrower in respect
        of
        the Project Site, and shall comply with all applicable laws and regulations
        of
        the PRC relating to the Project Site.

      


      (c)           
        To protect and perfect rights of Lender hereunder, including
        Lender’s first priority
        security interest in the Collateral, the Borrower shall file and register
        with
        (i) the [      ] REAC and the
        [      ] BLR; (ii) the
        [        ] AIC; (iii) the
        [        ] AFE; (iv) the
        [      Customs]; and (v) any other relevant
        Authorities: (A) all required documents, executed by the necessary Persons,
        to
        effect the release of all existing Liens with respect to the Collateral covered
        under this Agreement in favour of Persons other than Lender, and such Liens
        shall
        have been released in accordance with PRC law within five (5) Business Days
        after the execution of this Agreement and as an integrated transaction herewith,
        (B) this Agreement and all other required documents within five (5) Business
        Days after the execution of this Agreement, and (C) each amendment or supplement
        to any such document within five (5) Business Days after the signing of such
        amendment or supplement, and after completing such registrations shall provide
        evidence thereof satisfactory to Lender. The Borrower shall
        ensure that all relevant registration and approval documents specifically
        name
Lender as the
        secured

       


      
        
          
          

        

        
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      lender.
        The Borrower shall obtain all Approvals necessary for all such registrations
        and
        for this Agreement and any such amendment and supplement to be legally
        effective, valid, binding and enforceable against the Borrower in accordance
        with the terms hereof and thereof.

      


      (d)           
        Promptly upon obtaining of a land use right certificate for any new parcel
        of
        land acquired by the Borrower after the date of this Agreement, the Borrower
        shall execute and deliver to Lender a Supplemental
        Mortgage
        Agreement in the form of Schedule 4 to this Agreement, and take such other
        actions as are necessary, to record and perfect Lender’s first priority
        mortgage over such land use rights. Each such Supplemental Mortgage Agreement
        shall constitute a supplement to this Agreement.

      


      (e)           
        Promptly upon the completion of any Building which was not completed prior
        to
        the date of this Agreement, the Borrower shall obtain the Building Ownership
        Certificate pertaining to said Building from the [ ] REAC and/or other relevant
        Authority and promptly file and register each such document with the [ ]
        REAC, [
        ] AIC and/or such other relevant Authority and shall execute and deliver
        to
Lender a Supplemental
        Mortgage Agreement in the form of Schedule 4 to this Agreement, and take
        such
        other actions as are necessary, to record and perfect Lender’s first priority
        mortgage over each such Building. Each such Supplemental Mortgage Agreement
        shall constitute a supplement to this Agreement.

      


      (f)           
        [Immediately after any imported Equipment for the Project is no longer subject
        to customs supervision (the details of each item of the Equipment currently
        subject to customs supervision and the remaining supervision periods are
        described in detail in Schedule 3) ] and promptly upon
        the
        acquisition of any new Equipment after the date of this Agreement which is
        not
        subject to the customs supervision,  the Borrower shall obtain title
        documents or certificates to said Equipment from the relevant Persons and/or
        relevant Authorities and promptly file and register, as necessary, each such
        document or certificate and shall execute and deliver to Lender a Supplemental Mortgage
        Agreement in the form of Schedule 4 to this Agreement, with the
        [       ] AIC and/or such other relevant
        Authority and take such other actions as are necessary, to record and perfect
        Lender’s first priority
        mortgage over each such item of Equipment. Each such Supplemental Mortgage
        Agreement shall constitute a supplement to this Agreement.

      


      (g)           
        The Borrower shall promptly obtain all other Approvals, execute all other
        documents and instruments and do all other acts and things as Lender may reasonably
        request
        from time to time to carry out the matters and transactions contemplated
        in this
        Agreement or in any document required to be delivered in connection herewith,
        including such Approvals, executions, acts and things as are necessary to
        perfect, protect or enforce the interests of Lender created hereunder
        or
        intended to be created hereunder or for facilitating the realization of
        the

      



      
        
          
          

        

        
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      Collateral
        or the exercise of any right, power or discretion exercisable by Lender in respect of the
        Collateral.

      


      (h)           
        In respect of any Building that is under construction or any Equipment that
        has
        not yet been acquired and installed at the Project Site, the Borrower shall
        prior to the Supplemental Mortgage Agreement contemplated above in Section
        4.01(__) or Section 4.01(__) obtain a duly signed Contractor’s Consent &
Agreement from the relevant contractors in the form attached as Schedule
        5 to
        this Agreement.

      


      (i)           
        The Borrower shall ensure that there shall be no claim made against it or
        the
        Collateral by any contractor pursuant to Article 286 of the Contract Law
        of the
        PRC.

      


      Section
        4.02. Negative
        Covenants. Unless Lender
otherwise
        consents to
        such action or matter in writing in advance, throughout the term of this
        Agreement, the Borrower shall not:

      


      (a)           
        unless otherwise permitted by the Loan Agreement, sell, lease, assign, convey,
        transfer or otherwise dispose of any of the Collateral, or agree to do any
        of
        the foregoing, except for the replacement of items of the Collateral (with
        comparable items having a value equal to or greater than the value of the
        items
        replaced) which are required by normal wear and tear in the ordinary course
        of
        business or in connection with a casualty event for which insurance proceeds
        are
        obtained; any purported sale, lease, assignment, conveyance, transfer or
        other
        disposal of any of the Collateral, except as expressly permitted in this
        Section
        4.02(a), shall be invalid;

      


      (b)           
        unless otherwise permitted by the Loan Agreement, waive any rights with respect
        to any of the Collateral;

       

      ARTICLE
        V

       

      Custody
        of Relevant Certificates and Documents

       

      Section
        5.01.  Custody
        of Relevant Certificates and Documents.  Except as otherwise
        required by any applicable laws or regulations, all Relevant Certificates
        and
        Documents shall be held by Lender (or a nominee on
        behalf
        of Lender) during the
        term of the Loan Agreement and shall be returned to the Borrower after the
        security created by this Agreement has lapsed and been discharged. In order
        to
        maintain the validity of the Relevant Certificates and Documents and to the
        extent required by any applicable laws and regulations, agrees to allow the
        Borrower access to such Relevant Certificates and Documents upon request,
        and
        with reasonable notice, and to present them to the relevant Authorities for
        such

       

      


       


      
        
          
          

        

        
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      purpose.  Lender
        shall take all
        necessary measures to prevent the Relevant Certificates and Documents from
        being
        lost or damaged when they are in Lender’s custody.

       

      ARTICLE
        VI

       

      Effectiveness

       

      Section
        6.01.  Effectiveness.  Unless
        otherwise provided by PRC law, the security created by this Agreement shall
        become effective against the various items of Collateral when the relevant
        registrations referred to in Section 4.01(b) for such Collateral have been
        completed.

       

      ARTICLE
        VII

       

      Miscellaneous

       

      Section
        7.01.  Notices. Any
        notice, request or
        other communication to be given or made under this Agreement shall be in
        writing. The notice, request or other communication may be delivered by hand,
        airmail, facsimile or established courier service to the party’s address
        specified below or at such other address as such party notifies to the other
        parties from time to time. Any notice, request or other communication from
        the
        Borrower shall only be effective upon receipt by Lender or, in the case
        of
        delivery by hand or by established courier service, upon refusal to accept
        delivery when delivered to Lender during normal business
        hours. Any notice, request or other communication from Lender shall be effective
        upon
        receipt by the Borrower, or when deemed to be received by the Borrower (a)
        in
        the case of delivery by hand or by established courier service, upon refusal
        to
        accept delivery when delivered to the Borrower during normal business hours,
        or
        (b) in the case of delivery by facsimile, on the day it is transmitted, provided
        that transmission is proved, in the case of a facsimile, by the appearance
        of
        the Borrower’s facsimile number on the facsimile transmission report of Lender’s facsimile
        machine.

       

      For
        the
        Borrower:

       

      [                                      ]

      Attention:  
[                    ]

      Facsimile:    0086-[                   ]

      


      For
Lender:

       

      [                                     
        ]

      Facsimile:    [                   ]

      



      
        
          
          

        

        
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        Attention:    [                   ]

      

      With
        a copy (in the case of
        communications relating to payments) sent to the attention of
        ________________________, at:

      


      
        Facsimile:    [                   ]

      

       

      With
        a
        copy to:

       

      
        Facsimile:    [                   ]

      

      
         

        Attention:    [                   ]



      Section
        7.02.  Language. Any
        notice, request or
        other communication to be given or made under this Agreement shall be in
        English, or if in another language, shall, if Lender so requests, be
        accompanied by a translation into English satisfactory to the Lender and certified by
        an
        Authorized Representative of the Borrower, which translation shall be the
        governing version among the relevant parties.

       

      Section
        7.03.  Termination
        of Agreement. This Agreement
        shall
        continue in force until all the Secured Obligations have been paid and
        discharged in full in accordance with the terms of the Loan
        Agreement.

       

      Section
        7.04.  Applicable
        Law and Jurisdiction. (a) This
        Agreement is
        governed by and shall be construed in accordance with the laws of the
        PRC.

       

      (b)           
        In the event of any dispute in the interpretation or enforcement of this
        Agreement, Lender shall
        be entitled to commence a legal action in the People’s Court of relevant
        jurisdiction to interpret or enforce the provisions hereof.

       

      Section
        7.05.  Severability. Any
        provision of this
        Agreement which is prohibited or unenforceable by reason of any present or
        future law in any jurisdiction shall, as to such jurisdiction, be ineffective
        to
        the extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      Section
        7.06.  Successors
        and Assigns.  This Agreement binds and benefits the respective
        successors and assigns of the parties. However, the Borrower may not assign
        or
        delegate any of its rights or obligations under this Agreement without Lender’s prior written
        consent.

       

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

       

      Section
        7.08.  Borrower’s
        Waiver.  The Borrower hereby waives all objections, denials and
        challenges to the validity and binding force of this Agreement.

       

       

      
        
          
          

        

        
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      Section
        7.09.  Execution
        Copies. This Agreement
        has been
        written in Chinese and English in [     ] ( ) originals
        each, all of which constitute one and the same agreement. Each party shall
        hold
        one (1) set of Chinese and English originals. Both language versions shall
        be
        equally authentic.

       

      Section
        7.10.  Remedies
        and Waivers.  No forbearance, extension of time limit or delay
        on the part of Lender in
        exercising its rights, powers and discretions hereunder against any default
        or
        delay on the part of the Borrower shall prejudice, affect or limit any of
        the
        rights, powers and discretions to which Lender is entitled under
        this
        Agreement and as a creditor under the general law, nor shall it be deemed
        as
        consent on its part to a breach of this Agreement, nor will it constitute
        a
        waiver by Lender or be
        deemed to constitute a waiver of its rights to take action against any breach
        of
        this Agreement in the future. 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
        7.11.  Article
        35 of the Security Law. To the extent the total value of Collateral is at
        any time less than the value of the Secured Obligations, Lender may, in its sole
        discretion, for the purpose of Article 35 of the Security Law, divide its
        loan
        into separate tranches and deem separate items or groups of items constituting
        parts of the Collateral and having a value greater than that of a tranche
        or
        tranches of that loan as severally constituting security for such tranche
        or
        tranches.

      


      Section
        7.12.  Costs
        and Expenses.  The Borrower shall pay or, as the case may be,
        reimburse Lender any
        amount paid by on account of, all taxes (including stamp taxes), duties,
        fees or
        other charges payable on or in connection with the preparation and/or review
        execution, issue, delivery, registration or notarization of this Agreement
        and
        any other documents related to this Agreement and the reasonable fees and
        expenses incurred by Lender
(including legal
        counsel fees) in connection with (i) any legal opinions
        required in connection with this Agreement; (ii) administration by Lender of its investments
        or
        otherwise in connection with any amendment, supplement or modification to,
        or
        waiver under, this Agreement; (iii) the registration (where appropriate)
        and the
        delivery of the evidences of indebtedness relating to the Loan Agreements
        and
        their disbursements and (iv) the costs and expenses incurred by Lender in relation to
        efforts
        to enforce or protect its rights under any Investment Documents, or the exercise
        of its rights or powers consequent upon or arising out of the occurrence
        of any
        Event of Default or Potential Event of Default, including legal and other
        professional consultants’ fees on a full indemnity basis.

       

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Agreement is entered into by the parties, acting through
        their duly authorized representatives, as of the date first above
        written.

      


      
        
          	 	[ONSHORE
                  BORROWER]	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	
                   

                   

                	
                   

                  Name: 

                	 	 
	
                   

                   

                	
                   

                  Title: 

                	 	 
	 	 	 	 


        

      

      

        


        
          
            	 	[LENDER]	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	
                     

                     

                  	
                     

                    Name: 

                  	 	 
	
                     

                     

                  	
                     

                    Title: 

                  	 	 
	 	 	 	 


          

        

        

          
            
              
              

            

            
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      EXHIBIT
        3

      


      FORM
        OF SHARE PLEDGE
        AGREEMENT

      


      
        
          

          

        

        


      

       

      


       

      


      


      


      


       

      


       

      Share
        Pledge Agreement

      


      


      


      between

      


      


      


      CHINDEX
        INTERNATIONAL, INC.

      


      


      


      


      and

      


      


      


      [LENDER]

      


      


      


      


      


      Dated            ,
        200[  ]

      


      
        


      

      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
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      SHARE
        PLEDGE AGREEMENT

      


      


      AGREEMENT
        is made
        on                             200[
        ]

      


      between

      


      
        	
                 

              	
                (1)

              	
                CHINDEX
                  INTERNATIONAL, INC.
                  (“Chindex”), a NASDAQ listed company incorporated in Delaware with
                  its registered address
                  [             ];
                  and 

              


      

      


      
        	
                 

              	
                (2)

              	
                [LENDER]
(“Lender”);
                  

              


      

      


      In
        accordance with the Property Rights Law of the People’s Republic of China, the
        Security Law of the People’s Republic of China, the Variation Regulations (as
        defined in Article 1) and other relevant laws and regulations of the People’s
        Republic of China.

      


      Whereas

      


      (A)           
        Chindex is one of the shareholders of [Onshore Borrower] (the “Borrower”), a
        company organized and existing under the laws of the People's Republic of
        China.

      


      (B)           
        As of the date hereof, Chindex has paid US$[ ] million to the registered
        capital
        of the Borrower and thus holds [ ] % equity interest in the Borrower (the
        “Equity Interest”).

      


      (C)           
        In accordance with the terms of the Borrower’s Articles of Association, Chindex
        is obligated to pay an additional US$[    ] million in
        registered capital (“Additional Equity Interest”)

      


      (D)           
        By an agreement dated December [ ], 200[ ] (the “Loan Agreement”) between the
        Borrower and Lender,
Lender
        has agreed to
        lend the Borrower up to
        [          ]
        ($[     ]) (the “Loan”).

      


      (E)           
        It is a condition of the first Disbursement under the Loan Agreement that
        the
        parties enter into this Agreement.

      


      NOW,
        THEREFORE, in consideration of the promises and the mutual covenants described
        hereafter, Chindex and Lender
agree as follows:


      
        
          
          

        

        
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      ARTICLE
        I

       

      Definitions
        and Interpretation

       

      Section
        1.01.  General
        Definitions. Unless otherwise
        defined, or the context otherwise requires, terms defined in the Loan Agreement
        have the same meanings when used in this Agreement and the following terms
        have
        the following meanings:

      
        	
                 

                "Additional
                  Equity Interest"

              	
                 

                the
                  meaning given to it in Recital (C);

              
	
                 

                "Approval
                  Authority"

              	
                 

                the
                  examination and approval authority for the Borrower, which as at
                  the date
                  hereof is the
                  [                 ];

              
	
                 

                "Capital
                  Contribution   Certificate"

              	
                 

                any
                  certificate(s) issued by the Borrower to Chindex from time to time
                  in
                  respect of Chindex’s contributions to the registered capital of the
                  Borrower;

              
	
                 

                "Collateral"

              	
                 

                the
                  Equity Interest and all the right, title and interest in and to
                  the Equity
                  Interest;

              
	
                 

                "Default
                  Notice"

              	
                 

                the
                  meaning given to it in Section 4.02;

              
	
                 

                "Equity
                  Interest"

              	
                 

                the
                  meaning given to it in Recital (B);

              
	
                 

                "Secured
                  Amounts"

              	
                 

                at
                  any time and from time to time all principal, interest, fees and
                  other
                  amounts expressed to be payable by the Borrower under the.Loan
                  Agreement
                  and all amounts expressed to be payable by Chindex under Section
                  7.02;
                  and

              
	
                 

                "Variation
                  Regulations"

              	
                 

                the
                  Certain Regulations
                  on
                  Variations to Equity Interests of Investors in Foreign Investment
                  Enterprises issued by the former Ministry of Foreign Trade and
                  Economic Cooperation and the State Administration of Industry and
                  Commerce
                  on May 28, 1997 and the Implementing
                  Rules on Certain
                  Issues of Law Application in relation to the Administration of
                  Approval
                  and Registration of Foreign-invested Enterprises jointly issued by
                  the Ministry of Commerce, the State Administration of Industry
                  and
                  Commerce, the General Administration of Customs and the State
                  Administration of Foreign Exchange on April 24,
                  2006.

              


      

      



      
        
          
          

        

        
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      Section
        1.02.  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, Schedule or party is a reference to that
        Section or Article of, or that Schedule or party to, this
        Agreement;

      


      (d)           
        a reference to a document includes an amendment or supplement to, or
        restatement, replacement or novation of, that document but disregarding any
        amendment, supplement, restatement, 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.

       

      ARTICLE
        II

       

      Pledge

       

      Section
        2.01.  Pledge.

       

      (a)    As
        continuing security for the payment and discharge in full of all the Secured
        Amounts, Chindex hereby pledges to Lender the
        Collateral.

      


      (b)           
        For the avoidance of doubt, the security hereby created does not create or
        impose upon Lender any
        liability or obligation to perform or fulfill any of the obligations of Chindex
        under or in respect of the Collateral.

      


      Section
        2.02.  Negative
        Pledge. Chindex
        hereby
        undertakes to Lender
that, unless Lender
        otherwise agrees in
        writing, it shall not:

      


      (a)           
        assign or purport to assign, transfer or otherwise deal with any interest
        of
        Chindex in the Collateral, the Additional Equity Interest or any other equity
        interest of Chindex in the Borrower; or

      


      (b)           
        create, agree to create or permit to exist any Lien (howsoever ranking in
        priority) of any nature whatsoever (other than under this Agreement or arising
        by operation of law) on or over the Collateral, the Additional Equity Interest
        or any other equity interest of Chindex in the Borrower.

      



      
        
          
          

        

        
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      Section
        2.03.  Discharge.  The
        security hereby created shall lapse and be discharged upon the satisfaction
        of
        the following conditions: (i) the Borrower's Project Physical Completion
        Date
        has been achieved; (ii) the aggregate cash generation from the Borrower for
        the
        preceding four quarters was at least $2,5000,000; and (iii) the Peak Debt
        Service Ratio based on the most recent Chindex Consolidated Financial Statements
        is not less than 1.2

      


      Section
        2.04  Surplus.  If
        any amount remains after the indefeasible payment and discharge in full of
        all
        the Secured Amounts, the balance standing to the credit of Chindex shall
        be
        returned to Chindex and Lender shall at the cost
        of
        Chindex (including any cost of notarization, registration and obtaining of
        any
        Authorization from any Authority) execute and deliver to Chindex the necessary
        instruments to evidence the discharge of the security hereby
        created.

       

      ARTICLE
        III

       

      Perfection
        of Security

       

      Section
        3.01.  Approval. In
        accordance with the
        Variation Regulations, Chindex shall, promptly after the execution of this
        Agreement (and in any event within fifteen (15) days or such other statutory
        period required by the applicable laws of the People’s Republic of China),
        submit this Agreement for approval to the Approval Authority, together with
        all
        such documents as the Approval Authority may require in connection therewith,
        including without limitation:

      


      (a)           
        a resolution of the board of directors of the Borrower substantially in the
        form
        of Schedule 1;

      


      (b)           
        the Capital Contribution Certificate; and

      


      (c)           
        a capital contribution verification report in respect of the Borrower issued
        by
        a registered firm of accountants in the People’s Republic of China acceptable to
Lender.

      


      Section
        3.02.  Registrations.  Chindex
        shall promptly:

      


      (a)           
        after the execution of this Agreement, procure the recording of the pledge
        of
        Chindex’s equity interest in the shareholder register of the Borrower and
        deliver two (2) certified copies of the relevant page of such register to
Lender; and

      


      (b)   after
        receiving
        approval of the Approval Authority (and in any event within thirty (30) days
        or
        such other statutory period required by the applicable laws of the People’s
        Republic of China), procure the registration of this Agreement with the
        [    ] Municipal Administration for Industry and Commerce
        and provide evidence of the completion of such registration to Lender

      



      
        
          
          

        

        
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      Section
        3.03.  Additional
        Capital Contributions. If, after
        the date of
        this Agreement, Chindex pays in any additional contribution to, or otherwise
        acquires any additional portion of, the registered capital of the Borrower,
        including but not limited to the Additional Equity Interest, Chindex shall
        promptly enter into and submit for approval and registration as required
        by
        applicable laws of the PRC such amendments or supplements to this Agreement
        as
Lender may require with
        respect to such additional capital contribution or acquisition.

      


      Section
        3.04.  Further
        Assurances. Chindex
        undertakes to
        take whatever action (including obtaining any Authorizations, executing any
        documents, effecting any registrations and giving any notices, orders,
        instructions or directions) Lender may reasonably
        require
        for:

      


      (a)           
        perfecting or protecting the security created or intended to be created by
        this
        Agreement over the Collateral; or

      


      (b)           
        facilitating the realization of the Collateral or the exercise of any right,
        power or discretion exercisable by Lender in respect of the
        Collateral;

      


      including
        without limitation causing the Borrower to take the following steps as
        contemplated in the Variation Regulations, namely:

       

      
        
          	
                   

                	
                  (i)

                	
                  
                    making
                      an application to the Approval Authority for modifications
                      to the
                      ownership rights of investors in the
                      Borrower;

                  

                


        

         

      

      
        	
                 

              	
                (ii)

              	
                submitting
                  to the Approval Authority the Charter, together with any amendment
                  agreements to reflect the interest of Lender in the
                  Borrower;
                  

              


      

       

      
        
          	
                   

                	
                  (iii)

                	
                  
                    submitting
                      to the Approval Authority copies of the original approval certificate
                      and
                      business license of the Borrower; and


                  

                


        

         

      

      
        	
                 

              	
                (iv)

              	
                submitting
                  to the Approval Authority a list of the members of the board of
                  directors
                  as it will be after the proposed changes to the shareholding rights
                  of the
                  investors in the Borrower are made.


              


      

       

      ARTICLE
        IV

       

      Enforcement

       

      Section
        4.01.  Chindex's
        Rights Prior to Enforcement of the Pledge. Until service
        of a
        Default Notice, Chindex shall be entitled, subject to and in a manner consistent
        with the provisions of this Agreement and the other Transaction
        Documents:

      



      
        
          
          

        

        
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      (a)           
        to receive all dividends, profits or other distributions, interest and other
        income derived from or paid in respect of the Collateral, in each case,
        unencumbered by the security interest granted hereunder; and

      


      (b)           
        to exercise any voting or other rights and powers attached to the Collateral,
        to
        the exclusion of Lender.

      


      Section
        4.02.  Enforcement.  The
        security created by this Agreement shall become enforceable by Lender immediately, during
        the
        continuance of an Event of Default, upon the service of a notice to Chindex
        by
Lender (a “Default
        Notice”), and Lender
shall be entitled
        to exercise all rights, powers and discretions in
        respect of the Collateral, to the exclusion of Chindex, and to take all action
        and pursue all remedies available to Lender at law to enforce
        such
        security, subject to obtaining all necessary Authorizations from the Approval
        Authority.

      


      Section
        4.03.  No
        Discharge. The obligations
        of
        Chindex under this Agreement shall not be discharged or impaired
        by:

      


      (a)           
        any invalidity, unenforceability or other defect relating to the Loan Agreement
        or any of the other Transaction Documents or any security relating to any
        such
        documents;

      


      (b)           
        any amendment to or variation of the Loan Agreement or any of the other
        Transaction Documents or any security relating to any such
        documents;

      


      (c)           
        any release of or granting of time or any other indulgence to the Borrower
        or
        the other Sponsors or any third party;

      


      (d)           
        any winding up, dissolution, reconstruction or reorganization, legal limitation,
        incapacity or lack of corporate power or authority or other circumstances
        of, or
        any change in the constitution or corporate identity or loss of corporate
        identity by, the Borrower or Chindex or any other Person; or

      


      (e)           
        any other act, event, neglect or omission which would or might but for this
        Section operate to impair or discharge Chindex’s liability
        hereunder.

       

      ARTICLE
        V

       

      Representations
        and Warranties

       

      Section
        5.01.  Representations
        and Warranties. Chindex
        represents and
        warrants to Lender
        that:

      



      
        
          
          

        

        
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      (a)           
        it is a company duly organized under the laws of the Delaware, United States
        of
        America and is in good standing and has the corporate power to execute and
        deliver this Agreement and to perform fully and completely all its obligations
        and liabilities hereunder;

      


      (b)           
        this Agreement has been duly authorized, executed and delivered by it and
        constitutes its valid and legally binding obligations, enforceable in accordance
        with the terms hereof;

      


      (c)           
        the execution, delivery and performance by it of this Agreement will not
        violate
        any provision of any existing published law or regulation applicable to it
        or
        order or decree of any Authority having jurisdiction over it or of its charter
        documents, or of any contract, undertaking or agreement to which it is a
        party
        or which is binding upon it or any of its property or assets and will not
        result
        in the imposition or creation of any Lien (other than the Lien created hereby)
        on any part thereof pursuant to the provisions of any such contract, undertaking
        or agreement;

      


      (d)           
        its contribution to the registered capital of the Borrower is fully paid
        in to
        the extent reflected in the Capital Contribution Certificate provided to
Lender hereunder;

       

      
        (e)           
          it
          is the
          sole legal and beneficial owner of the Collateral;

      

      


      (f)           
        no Lien exists over the Collateral at the date of execution of this Agreement;
        and

      


      (g)           
        the copy of the Charter provided to Lender prior to the date
        hereof is a true, complete and correct copy.

      


      Section
        5.02  Undertaking. Chindex
        acknowledges
        and agrees that it will not exercise any rights of subrogation that may accrue
        to Chindex arising out of the exercise by Lender of any of its rights,
        powers and discretions under this Agreement, and that Chindex shall have
        no
        rights of action arising out of this Agreement against the Borrower, Lender or any third party
        to
        whom the Collateral may be transferred, in each case, until the Secured Amounts
        have been paid and discharged in full in accordance with the terms of the
        Loan
        Agreement and this Agreement.  Chindex undertakes to Lender that it will not
        seek
        to enforce repayment or exercise any other rights or remedies of any kind
        against the Borrower, Lenderor any third party
        to
        whom the Collateral may be transferred which may accrue to Chindex, whether
        by
        way of subrogation or otherwise in respect of any amount due to Chindex from
        the
        Borrower until all the Secured Amounts have been paid or discharged in full
        in
        accordance with the terms of the Loan Agreement and this Agreement, and in
        the
        event of the liquidation or winding up of the Borrower, Chindex will not
        prove
        in competition with Lender on any account
        whatsoever in respect of any moneys owing to Chindex.

      



      
        
          
          

        

        
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      Section
        5.03.  Reliance.

      


       (a)           
        Chindex acknowledges to Lender that it has made
        the
        representations and warranties in Section 5.01 with the intention of inducing
        Lender to enter into the
        Loan Agreement; and that Lender has entered into
        the
        Loan Agreement on the basis of, and in full reliance on, each of such
        representations and warranties.

      


      (b)           
        Chindex warrants to Lender 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
        5.04.  Rights
        and Remedies not Limited. The rights
        and remedies
        of Lender in relation to
        any misrepresentations or breach of warranty on the part of Chindex shall
        not be
        prejudiced:

      


      (a)           
        by any investigation by or on behalf of Lender into the affairs
        of
        Chindex;

      


      
        (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 Lender in connection with
        this
        Agreement and which might, apart from this Section, prejudice such rights
        or
        remedies.

      


      Section
        5.05.  Receipt
        of Moneys.  Subject to the provisions of the other Transaction
        Documents and Section 4.01, Chindex shall procure that
        all
        moneys received by Chindex or any other Person constituting, or arising from
        or
        in connection with, the Collateral shall be paid forthwith to Lender.

       

      ARTICLE
        VI

       

      Effectiveness

       

      Section
        6.01.  Effectiveness.  The
        security created by this Agreement over the Collateral shall become effective
        upon approval by the Approval Authority as provided in Section 3.01 and when
        all
        the registrations referred to in Section 3.02 have been duly
        completed.


      
        
          
          

        

        
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      ARTICLE
        VII

       

      Miscellaneous

       

      Section
        7.01.  Appointment
        of Attorney. Subject
        to the
        provisions of Section 4.01, Chindex hereby
        irrevocably appoints Lender as Chindex’s attorney
        with full power (in the name of Chindex or otherwise) to, upon the occurrence
        and during the continuance of an Event of Default, carry out any of Chindex's
        obligations hereunder, and to exercise all the rights of Chindex in connection
        with the Collateral and to file any claims or take any lawful action or
        institute any proceedings which may be necessary for the purpose of putting
        into
        effect the intent of this Agreement.  The Borrower shall ratify and
        confirm all things done and all documents executed by any attorney in the
        exercise or purported exercise of all or any of his powers pursuant to this
        Section 7.01.

      


      Section
        7.02.  Expenses. Chindex
        shall on demand
        pay:

      


      
        (a)           
          all
          reasonable and documented costs, and all fees and expenses and taxes in
          connection with:

      

      


      
        (i)           
          all
          approvals and registrations referred to in Sections 3.02 and 3.03 or otherwise
          incurred in connection with the perfection or protection of the security
          created
          by this Agreement; and

      

      


      
        (ii)           
          the
          obtaining of all necessary Authorizations relating to the execution and
          performance by the Borrower of this Agreement; and 

      

      


      (b)           
        all expenses (including legal and out-of-pocket expenses) incurred by Lender in connection with
        the
        preservation or enforcement of any of their rights under this
        Agreement;

      and
        shall
        keep Lender indemnified
        against any failure or delay in paying the same.

      


      Section
        7.03.  Notices. Any
        notice, request or other
        communication to be given or made under this Agreement shall be in writing.
        Any
        such communication may be delivered by hand, airmail,
        facsimile or
        established courier service to the party's address specified below or at
        such
        other address as such party notifies to the other party from time to time,
        and
        will be effective upon receipt.

      


      For
        Chindex:

      


      Chindex
        International, Inc.

      4340
        East West Highway, Suite
        1100

      Bethesda,
        Maryland
        20814

      



      
        
          
          

        

        
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      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
Lender:

      


      [                                
        ]

      Attention:  
[                      
        ]

      


      With
        a copy (in the case of
        communications relating to payments) sent to the attention of
        ______________________, at:

      


      Facsimile:  [
                                        
]

      


      Section
        7.04.  English
        Language. Any notice,
        request or
        other communication to be given or made under this Agreement shall be in
        the
        English language or, if in another language, shall, if Lender so requests, be
        accompanied by a translation into English satisfactory to Lender, which translation
        shall be the governing version between the relevant parties.

      


      Section
        7.05.  Applicable
        Law and Jurisdiction. (a) This
        Agreement is
        governed by and shall be construed in accordance with the laws of the People’s
        Republic of China.

      


      (b)           
        In the event of any dispute in the interpretation or enforcement of this
        Agreement, Lender shall
        be entitled to commence a legal action in the competent Chinese court to
        interpret or enforce the provisions hereof.

      


      Section
        7.06.  Severability. Any
        provision of this
        Agreement which is prohibited or unenforceable by reason of any present or
        future law in any jurisdiction shall, as to such jurisdiction, be ineffective
        to
        the extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

      


      Section
        7.07.  Successors
        and Assigns.  This Agreement binds and benefits the respective
        successors and assigns of the parties.  However, Chindex may
        not


      
        
          
          

        

        
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      assign
        or
        delegate any of its rights or obligations under this Agreement without the
        consent of Lender.

      


      Section
        7.08.  Amendment. Any
        amendment of any
        provision of this Agreement shall be in writing, signed by the parties and
        approved by the Approval Authority.

      


      Section
        7.09.  Execution
        Copies. This Agreement
        has been
        written in Chinese and English in five (5) originals each, all of which
        constitute one and the same agreement.  Chindex shall hold two (2)
        sets of Chinese and English originals, Lender shall hold two
        (2) sets
        of Chinese and English originals and the remaining set of Chinese and English
        originals shall be submitted to the Approval Authority.  Both the
        Chinese and English versions shall have equal effect.

      


      Section
        7.10.  Remedies
        and Waivers.  No failure or delay by Lender in exercising
        any
        power, remedy, discretion, authority or other rights under this Agreement
        shall
        waive or impair that or any other right of Lender.  No single
        or partial exercise of such 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
        7.11.  Entire
        Agreement.  This Agreement contains the entire agreement of the
        parties with respect to the subject matter of this Agreement.

      


      AS
        WITNESS this Agreement is entered into by the parties,
        acting through their duly authorized representatives, as of the date first
        above
        written.

       

      
        
          	CHINDEX
                  INTERNATIONAL, INC.	 
	 	 	 
	
                  By:
                    

                	 	 
	 	Authorized
                  Representative	 
	 	 	 


        

         

        
          
            	[LENDER]	 
	 	 	 
	
                    By:
                      

                  	 	 
	 	Authorized
                    Representative	 
	 	 	 
	 	 	 


          

        

      

       

       

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