Unassociated Document


     

    


     

     

    
 

    


    


    


                January
      3,
      2008

    


    


    INTERNATIONAL
      FINANCE
      CORPORATION                                                                                                           


    2121
      Pennsylvania Ave., N.W.

    Washington,
      D.C. 20433

    United
      States of America

    Attention:
      Health and Education Department

    


    


    Ladies
      and Gentlemen:

    


    


    We
      refer
      to that certain Loan Agreement dated as of December 10, 2007 (as modified,
      supplemented or amended from time to time, the “Loan Agreement”),
      between Chindex International, Inc. (“Chindex”) and the
      International Finance Corporation (“IFC”). Capitalized
      terms used herein without definition shall have the meanings ascribed to them
      in
      the Loan Agreement.

    


    Chindex
      China Healthcare Finance, LLC, a wholly owned subsidiary of Chindex, will enter
      into a Loan Agreement with DEG - Deutsche Investitions - Und
      Entwicklungsgesellschaft (“DEG”) providing
      for
      additional financing to the Onshore Borrowers in a maximum amount of US$
      20,000,000 (the “DEG
      Facility”).  The DEG Facility will be a senior secured
      facility, ranking pari
      passu in seniority with the IFC
      and
      sharing pro rata (based on outstanding loan amounts) in the security interest
      granted over Chindex's ownership interest in the Onshore Borrowers, the security
      interest granted over the assets of the Onshore Borrowers and any proceeds
      from
      the enforcement of such security interests.

    


    The
      IFC
      hereby consents to the entering into of the DEG Facility and agrees that the
      Loan Agreement is hereby amended to reflect that the DEG Facility will be in
      the
      amount of US$ 20,000,000.  Further, the IFC agrees to coordinate with
      DEG so that the DEG Facility rank pari passu in seniority with
      the IFC and share pro rata on the security interest granted pursuant to the
      Security Documents and the proceeds of any enforcement thereof, whether (a)
      through a single loan agreement where both DEG and IFC are listed as lenders,
      (b) through separate loan agreements with the IFC taking a first priority
      security interest under the Security Documents delivered pursuant to the Loan
      Agreement, DEG taking a second priority security interest under the security
      documents delivered pursuant to the DEG Facility ,and a Security Sharing
      Agreement providing for the pari passu ranking and pro
      rata sharing of the combined security interests granted to the IFC and DEG,
      or
      (c) any other structure as may be reasonably acceptable to DEG, the IFC and
      Chindex.

    


    THIS
      LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW
      YORK (NOT INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN
      SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Except
      as
      specifically modified hereby, the Transaction Documents shall remain unmodified
      and is specifically confirmed to be in full force and effect.  This
      letter is limited to the matters set forth above and shall not be deemed to
      (i)
      constitute a modification of any other matter in connection with the Transaction
      Documents, or (ii) prejudice the exercise of any or all of the rights or
      remedies of the IFC under the Transaction Documents or any other instrument
      referred to therein or executed in connection therewith, all of which rights
      and
      remedies are reserved.

    


    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              CHINDEX
                INTERNATIONAL, INC.

            
	 	 
	 	 
	 	
              By:

            	
                 /s/
                Lawrence Pemble

            
	 	 	
              Name:

            	
              Lawrence
                Pemble

            
	 	 	
              Title:

            	
              Chief
                Financial Officer

            


    

    


    


    


    
      	
              Agreed
                and Accepted by

            
	
              INTERNATIONAL
                FINANCE CORPORATION

            
	 
	
              By:

            	
              /s/
                Patrick Leahy

            
	 	
              Name:

            	
              Patrick
                Leahy

            
	 	
              Title:

            	
              Manager