e60090294ex4_1.htm


    
      EXECUTION
        VERSION

    

    
       

      
        

        

      

      INVESTMENT
        NUMBER 26133

    

    


    


    


    


    Loan
      Agreement

    


    


    


    Between

     

     

    
      CHINDEX
        INTERNATIONAL, INC.

    

     

    And

     

     

    INTERNATIONAL
      FINANCE CORPORATION

    


    


    


    


    


    


    


    


    


    


    


    


    Dated
      December 10, 2007

    
       

      
        

        

      

    

    



    
      
              

                      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

                           

    
      
        	Article/ 	 
	
                Section               Item

              	
                Page
                  No.

              


      

    

    
      	
               

              
                
                  ARTICLE
                    I

                

              

            	
               

              1

            
	
              Definitions
                and
                Interpretation

            	
              1

            
	
              Section
                1.01.  Definitions

            	
              1

            
	
              Section
                1.02.  Financial
                Calculations

            	
              25

            
	
              Section
                1.03.  Interpretation

            	
              25

            
	
              Section
                1.04.  Business Day
                Adjustment

            	
              26

            
	
               

              ARTICLE
                II

            	
               

              26

            
	
              The
                Loan

            	
              26

            
	
              Section
                2.01.  The
                Loan

            	
              26

            
	
              Section
                2.02.  Disbursement
                Procedure

            	
              26

            
	
              Section
                2.03.  Interest

            	
              27

            
	
              Section
                2.04.  Default Rate
                Interest

            	
              28

            
	
              Section
                2.05.  Repayment

            	
              28

            
	
              Section
                2.06.  Prepayment

            	
              29

            
	
              Section
                2.07.  Fees

            	
              30

            
	
              Section
                2.08.  Currency and Place of
                Payments

            	
              31

            
	
              Section
                2.09.  Allocation of Partial
                Payments

            	
              32

            
	
              Section
                2.10.  Increased
                Costs

            	
              32

            
	
              Section
                2.11.  Unwinding
                Costs

            	
              32

            
	
              Section
                2.12.  Suspension or Cancellation by
                IFC

            	
              33

            
	
              Section
                2.13.  Cancellation by the Onshore
                Borrower

            	
              33

            
	
              Section
                2.14.  Taxes

            	
              34

            
	
              Section
                2.15.  Expenses

            	
              34

            
	
               

              ARTICLE
                III

            	
               

              36

            
	
              Representations
                and
                Warranties

            	
              36

            
	
              Section
                3.01.  Representations and
                Warranties

            	
              36

            
	
              Section
                3.02.  IFC
                Reliance

            	
              36

            
	
               

              ARTICLE
                IV

            	
               

              36

            
	
              Conditions
                of
                Disbursement

            	
              36

            
	
              Section
                4.01.  General Conditions of Initial
                Disbursement

            	
              36

            
	
              Section
                4.02.  Special Conditions of
                Disbursement

            	
              37

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      
         

        
          	Article/ 	 
	
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                  Page
                    No.

                


        

      

       

    

    
      	
              Section
                4.03.  Onshore Borrower’s
                Certification

            	
              39

            
	
              Section
                4.04.  Conditions for IFC
                Benefit

            	
              39

            
	
               

              ARTICLE
                V

            	
               

              40

            
	
              Particular
                Covenants

            	
              40

            
	
              Section
                5.01.  Affirmative
                Covenants

            	
              40

            
	
              Section
                5.02. Negative
                Covenants

            	
              41

            
	
               

              ARTICLE
                VI

            	
               

              42

            
	
              Events
                of
                Default

            	
              42

            
	
              Section
                6.01.  Acceleration after
                Default

            	
              42

            
	
              Section
                6.02.  Events of
                Default

            	
              43

            
	
              Section
                6.03.  Bankruptcy

            	
              46

            
	
               

              ARTICLE
                VII

            	
               

              46

            
	
              Miscellaneous

            	
              46

            
	
              Section
                7.01.  Saving of
                Rights

            	
              46

            
	
              Section
                7.02.  Notices

            	
              47

            
	
              Section
                7.03.  English
                Language

            	
              48

            
	
              Section
                7.04.  Term of
                Agreement

            	
              48

            
	
              Section
                7.05.  Enforcement

            	
              48

            
	
              Section
                7.06.  Disclosure of
                Information

            	
              50

            
	
              Section
                7.07.  Successors and
                Assignees

            	
              51

            
	
              Section
                7.08.  Amendments, Waivers and
                Consents

            	
              51

            
	
              Section
                7.09.  Counterparts

            	
              51

            
	
              Section
                7.10.  Local Loan Agreement;
                Separate Transactions

            	
              51

            
	
               

              ANNEX
                A

            	
               

              1

            


    

    
      	
              PROJECT
                COST AND FINANCIAL PLAN

            	
              1

            
	
               

              ANNEX
                B

            	
               

              3

            


    

    
      
        	
                ONSHORE
                  BORROWER/PROJECT
                  AUTHORIZATIONS

              	
                3

              
	
                 

              


      

    

    
 

    
      
        
        

      

      
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                  Section               Item

                	
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                    No.

                


        

      

       

    

    
      	
               

              ANNEX
                C

            	
               

              4

            
	
              INSURANCE
                REQUIREMENTS

            	
              4

            
	
               

              ANNEX
                D

            	
               

              5

            
	
              ANTI-CORRUPTION
                GUIDELINES FOR IFC
                TRANSACTIONS

            	
              5

            
	
               

              SCHEDULE
                1

            	
               

              8

            
	
              FORM
                OF CERTIFICATE OF INCUMBENCY AND
                AUTHORITY

            	
              8

            
	
               

              SCHEDULE
                2

            	
               

              10

            
	
              FORM
                OF REQUEST FOR
                DISBURSEMENT

            	
              10

            
	
               

              SCHEDULE
                3

            	
               

              13

            
	
              FORM
                OF DISBURSEMENT RECEIPT

            	
              13

            
	
               

              SCHEDULE
                4

            	
               

              14

            
	
              FORM
                OF SERVICE OF PROCESS
                LETTER

            	
              14

            
	
               

              SCHEDULE
                5 (A)

            	
               

              16

            
	
              MATTERS
                TO BE COVERED IN LOCAL COUNSEL’S LEGAL
                OPINION

            	
              16

            
	
               

              SCHEDULE
                6

            	
               

              18

            
	
              FORM
                OF LETTER TO ONSHORE BORROWER'S
                AUDITORS

            	
              18

            
	
               

              SCHEDULE
                7

            	
               

              19

            
	
              FORM
                OF ONSHORE BORROWER’S CERTIFICATION ON
                DISTRIBUTION OF DIVIDENDS

            	
              19

            
	
               

              SCHEDULE
                8

            	
               

              21

            
	
              INFORMATION
                TO BE INCLUDED IN ANNUAL AND
                QUARTERLY

            	
              21

            
	
              REVIEW
                OF OPERATIONS

            	
              21

            
	
               

              SCHEDULE
                9

            	
               

              24

            


    

     

    
      
        
        

      

      
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          	Article/ 	 
	
                  Section               Item

                	
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              SPECIAL
                REPRESENTATIONS AND
                WARRANTIES

            	
              24

            
	
               

              SCHEDULE
                10

            	
               

              27

            
	
              SPECIAL
                COVENANTS

            	
              27

            
	
               

              SCHEDULE
                11

            	
               

              37

            
	
              SPECIAL
                CONDITIONS OF
                DISBURSEMENT

            	
              37

            
	
               

              SCHEDULE
                12

            	
               

              41

            
	
              ANNUAL
                MONITORING REPORT
                (AMR)

            	
              41

            
	
               

              EXHIBIT
                1

            	
               

              61

            
	
              FORM
                OF GUARANTEE AGREEMENT

            	
              61

            
	
               

              EXHIBIT
                2

            	
               

              81

            
	
              FORM
                OF MORTGAGE AGREEMENT

            	
              81

            
	
               

              EXHIBIT
                3

            	
               

              113

            
	
              FORM
                OF SHARE PLEDGE AGREEMENT

            	
              113

            
	
               

              ANNEX
                AA

            	
               

              127

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

            	
              127

            


    

     

     

    


    
      
        
          
          

        

        
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LOAN
      AGREEMENT

    


    LOAN
      AGREEMENT (the "Agreement") dated December 10, 2007, between
      CHINDEX INTERNATIONAL INC., a company organized and existing under the laws
      of
      the State of Delaware of the United States of America
      (“Chindex”); and INTERNATIONAL FINANCE CORPORATION, an
      international organization established by Articles of Agreement among its member
      countries including the People’s Republic of China
      ("IFC").

    


    


    RECITALS

    


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

    


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

    


    IFC
      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 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
                  

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
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                 Person,
                  and "controlling" and "controlled" have corresponding
                  meanings);

                 

              
	
                "Annual
                  Monitoring

                 Report"

              	
                 

                the
                  current (Project #24052) annual monitoring report substantially
                  in the
                  form attached as Schedule 13 hereto  setting out the specific
                  social, environmental and developmental impact information to be
                  provided
                  by the Onshore Borrower in respect of the 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 IFC, 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 

              


      

       

       

      
        
          
          

        

        
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                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 IFC;

                 

              
	
                "Base
                  Fixed Rate"

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

                 

              
	
                “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
                  provided by the Chindex to IFC;

                 

              
	
                “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 provided
                  by the
                  Chindex to IFC;

                 

              
	
                "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;

                 

              


      

       

      
        
          
          

        

        
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                "Certificate
                  of Incumbency

                  and
                  Authority"

              	
                 

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

                 

              
	
                "Charters"

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

                 

              
	
                “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 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);

                 

              
	
                "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;

                 

              


      

       

      
        
          
          

        

        
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                "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
                  Loan"

              	
                the
                  loan to be entered into between a Subsidiary of Chindex and DEG-The
                  German
                  Investment and Development Company for the primary purpose of financing
                  the Projects;

                 

              
	
                "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;

                 

              


      

       

       

      
        
          
          

        

        
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                “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 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 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);

                 

              
	
                "Financing  Documents"

              	
                collectively:

                 

              
	 	
                (i)

              	
                this
                  Agreement;

              
	 	
                (ii)

              	
                the
                  Share Retention Agreement;

              
	 	
                (iii)

              	
                the
                  Security Documents; and

              
	 	
                (iv)

              	
                the
                  Security Sharing Agreement;

                 

              
	
                "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);

                 

              


      

       

      
        
          
          

        

        
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                (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
                  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 such Onshore Borrower commencing
                  each year
                  on April 1 and ending on the following March 31, or such other
                  period as
                  

              


      

       

      
        
          
          

        

        
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                 Chindex
                  or such Onshore Borrower, with IFC'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,
                  and
                  which is also an Interest Payment Date;

                 

              
	
                “Group”

              	
                collectively,
                  Chindex, 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
                  provided by Chindex to IFC;

                 

              
	
                “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 provided
                  by
                  Chindex to IFC;

                 

              
	
                "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 agreement entitled "Guarantee Agreement" between Chindex and
                  the IFC
                  pursuant to which Chindex shall guarantee the payment obligations
                  of each
                  Onshore Borrower under its respective Onshore Borrower Loan Agreement,
                  in
                  each case, substantially in the form of Exhibit 1 hereto;

                 

              
	
                “Hospitals”

              	
                the
                  Beijing Hospital and the Guangzhou Hospital;

                 

              


      

       

       

      
        
          
          

        

        
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                "IFC
                  RMB Loan"

              	
                the
                  loan granted by IFC to pursuant to the RMB Loan Agreement dated
                  October
                  10, 2005;

                 

              
	
                “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, dated October 10, 2005;

                 

              
	
                "IFC
                  Security"

              	
                the
                  security created by or pursuant to the Security Documents to secure
                  all
                  amounts owing by the relevant Onshore Borrower to IFC under this
                  Agreement;

                 

              
	
                "Increased
                  Costs"

              	
                the
                  amount certified in an Increased Costs Certificate to be the net
                  incremental costs of, or reduction in return to, IFC 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, IFC;

                 

              
	 	 	
                (B)

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

                 

              
	 	 	
                (C)

              	
                changes
                  the basis of taxation on payments received by IFC in respect of
                  such Loan
                  (otherwise than by a change 

              


      

       

       

      
        
          
          

        

        
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                 in
                  taxation of the overall net income of IFC, if any); or

                 

              
	 	 	
                (D)

              	
                imposes
                  on IFC any other condition regarding the making or maintaining
                  of such
                  Loan;

                 

              
	
                "Increased
                  Costs

                Certificate"

              	
                 

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

                 

              
	 	
                (i)

              	
                the
                  circumstances giving rise to the Increased Costs;

                 

              
	 	
                (ii)

              	
                that
                  the costs of IFC have increased or the rate of return has been
                  reduced;

                 

              
	 	
                (iii)

              	
                that,
                  IFC, in IFC'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 date which is three calendar
                  months after the date of first Disbursement of the Loan;
                  and

              
	 	
                (ii)

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

                 

              
	 	provided,
                however, that Section 1.04 (Business Day Adjustment) shall be disregarded
                for the purpose of determining the date pursuant this
                definition.
	
                "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;

                 

              


      

       

      
        
          
          

        

        
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                "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 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;

                 

              


      

       

       

      
        
          
          

        

        
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                "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 IFC 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 International Inc. 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).

                 

              


      

       

      
        
          
          

        

        
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                "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;

                 

              
	
                “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
                  IFC
                  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, such Onshore Borrower shall create a  first ranking
                  mortgage over all present and future (i)  immovable assets of
                  such Onshore Borrowers, 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;

                 

              


      

       

       

      
        
          
          

        

        
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                "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 f 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 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
                  Borrowers”

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

                 

              
	
                "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);

              


      

       

      
        
          
          

        

        
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                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 IFC 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
                  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 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

                 

              


      

       

       

      
        
          
          

        

        
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                "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 the
                  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 requires;

                 

              
	
                "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;

                 

              
	 	
                (ii)

              	
                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 

                 

              


      

       

      
        
          
          

        

        
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                Onshore
                  Borrower in accordance with 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 IFC a notice, signed
                  by an
                  Authorized Representative, certifying that the requirements set
                  out in
                  paragraphs (i) through (vii) above are fulfilled and IFC 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

                   

                


        

      

       

       

      
        
          
          

        

        
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                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 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
                  

              


      

       

       

      
        
          
          

        

        
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                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 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,
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                above: 


      

       

      
        
          
          

        

        
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                (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 IFC 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 less than 1.2; and

                 

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

                 

              


      

       

      
        
          
          

        

        
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                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, IFC 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 IFC 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
                  IFC and 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 IFC, (a) pursuant to which, to the extent permitted
                  by
                  applicable law and reasonably customary for such document in the
                  Country,
                  Chindex shall create a first ranking pledge over all of
                  its 

                 

              


      

       

      
        
          
          

        

        
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                equity
                  interest in each of the Onshore Borrowers in favor of IFC to secure
                  such
                  Onshore Borrower’s and payment obligations to IFC, (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 Exhibit  3attached
                  hereto;

                 

              
	
                "Share
                  Retention

                Agreement"

              	
                 

                the
                  agreement entitled "Share Retention Agreement" to be entered in
                  to between
                  Roberta Lipson (the “Major Shareholder”) and IFC,
                  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 the Company 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 the Company 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
                


      

       

      
        
          
          

        

        
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                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 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

                     

                  


          

        

         

      

       

       

      
        
          
          

        

        
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                (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;

                 

              


      

       

      
         

        
          
            
            

          

          
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                "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.

                 

              


      

      
      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 IFC or, where those statements are with respect to
      the
      last quarter of a of a Financial Year then, at IFC'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 IFC'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;

    

    


    
      
        
        

      

      
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           (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 such Interest Payment
      Date shall be automatically changed to the next Business Day in that calendar
      month (if there is one) or the preceding Business Day (if there is
      not).

    


    (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, IFC agrees to lend to Chindex and each of the
      Onshore Borrowers an aggregate amount of Twenty Five Million Dollars
      ($25,000,000) (the “Total Loan Amount”). 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
      IFC, 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 IFC, 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


    


    
      
        
        

      

      
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    Borrower's
      Onshore Allocation. Each Disbursement shall be made by IFC 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 IFC, all as specified
      by
      Chindex or such Onshore Borrower in the relevant Disbursement
      request.

    


    (c)           Each
      Disbursement  (other than the last one) shall be made in an amount of
      not less than $2,500,000. No more than three (3) Disbursements may be requested
      in respect of each Onshore Allocation.

    


    (d)          
      The  relevant Onshore  Borrower shall  deliver to  IFC
      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:

    


    (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, IFC 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 IFC’s
      satisfaction or waived by IFC by the rate-setting date specified in the relevant
      request for Disbursement, then, after the relevant conditions of disbursement
      have been fulfilled to IFC's satisfaction or waived by IFC, 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 IFC.

     

    
      
        
        

      

      
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      (e)           The
        relevant Onshore Borrower may from time to time at any time in connection
        with
        any proposed Disbursement request from IFC 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, IFC
        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 IFC 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.  IFC 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 IFC 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
      Borrower shows to IFC's reasonable satisfaction that the determination involves
      manifest error).

    


    Section
      2.04.  Default Rate
      Interest.  (a) Without limiting the remedies available to IFC
      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 date of completion
        of the Grace Period.

    

     

    
      
        
        

      

      
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    (b)           Subject
      to Section 1.04 (Business Day Adjustment), commencing on 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 Date of

                Completion
                  of the Grace

                Period

              	
                First
                  or Second

                Interest
                  Payment Date in

                Relevant
                  12 Month Period

              	
                Principal
                  Amount Due

              
	
                Year
                  1

              	
                First

              	
                 
                  961,538.00

              
	 	
                Second

              	
                  961,538.00

              
	
                Year
                  2

              	
                First

              	
                  961,538.00

              
	 	
                Second

              	
                  961,538.00

              
	
                Year
                  3

              	
                First

              	
                961,538.00

              
	 	
                Second

              	
                961,538.00

              
	
                Year
                  4

              	
                First

              	
                961,538.00

              
	 	
                Second

              	
                961,538.00

              
	
                Year
                  5

              	
                First

              	
                961,538.00

              
	 	
                Second

              	
                961,538.00

              
	
                Year
                  6

              	
                First

              	
                961,538.00

              
	 	
                Second

              	
                961,538.00

              
	
                Year
                  7

              	
                 First

              	
                 961,544.00

              


      



    (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 less than
      US$12,500,000 million, 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), Section 2.14 (Taxes), and
      Section 5.04 (c) (Insurance):

     

    (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 IFC, but only if:

    


    
      
        
        

      

      
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              (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 IFC, the Onshore Borrower delivers to IFC, prior to
                the date
                of prepayment, evidence reasonably satisfactory to IFC 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 IFC in accordance with the methodology set out
                    in  Annex  BB.

                

              


      

       

    

    (b)           Amounts
      of principal prepaid under this Section shall be applied by IFC 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.

    


    (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, IFC 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)  Chindex or
      the relevant Onshore Borrower shall pay to IFC 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)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              payable
                annually, in arrears, payable:

            


    

     

    
      
        
        

      

      
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                a.  

              	
                until
                  the first Interest Payment Date, in arrears on September 28th of
                  each year
                  (the first such payment to be due on September 28, 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 IFC:

    
      


      
        	
                 

              	
                (i)

              	
                
                  a
                    front-end fee (“Frond-end Fee”) on each Onshore Allocation of one point
                    one eight per cent (1.18%) 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 28, 2008;

            


    

    


    
      	
               

            	
              the
                Front-end Fee shall be reduced to 1% if the Borrower has not entered
                into
                the DEG Loan on or before January 31, 2008 and any amounts previously
                paid
                to the IFC which exceed the amounts that would have been paid if
                the
                Frond-end Fee had been 1% since the date of this Agreement should
                be
                reimbursed by IFC to Chindex.

            


    

    


    
      	
               

            	
              (ii)

            	
              a
                portfolio supervision fee of $10,000 per annum starting from the
                year
                after IFC RMB Loan is fully repaid, 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 IFC agree to restructure all or part of
                the Loan
                made to such Onshore Borrower, such Onshore Borrower and IFC shall
                negotiate in good faith an appropriate amount to compensate IFC for
                the
                additional work of IFC 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 IFC
      and
      payable by such Onshore Borrower under this Agreement in the Loan Currency,
      in
      same day funds, to the account of IFC at Citibank, N.A., 111 Wall Street, New
      York, New York, U.S.A., ABA#021000089 for credit to IFC's account number
      36085579, or at such other bank or account in New York as IFC from time to
      time
      designates.  Payments must be received in IFC's designated account no
      later than 1:00 p.m. New York time.

    
    

    
      
        
          
          

        

        
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          (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) IFC actually receives funds
            in the
            Loan Currency;

        

      

    

     

    
      (c)          Each
        Onshore Borrower shall indemnify  IFC 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 IFC to receive, after
        conversion to the Loan Currency at a market rate and transfer to that account,
        the full amount due to IFC 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), IFC may require the
      applicable Onshore Borrower to pay (or reimburse IFC) 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 IFC receives less than
      the full amount then due and payable to it  by an Onshore Borrower
      under this Agreement, IFC 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 IFC 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 IFC from
      time
      to time notifies to such Onshore Borrower in an Increased Costs Certificate
      as
      being the aggregate Increased Costs of IFC 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 IFC incurs any cost, expense or
      loss as a result of any Onshore Borrower:

    


    
      	
              (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;

            


    

    


    
      
        
        

      

      
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      then
        such
        Onshore Borrower shall immediately pay to IFC the amount that IFC 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
      IFC.  (a)  IFC 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
                      February  1, 2009, or such other later date as the parties
                      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 IFC of its right of suspension shall not preclude IFC
          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 IFC 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 IFC,  irrevocably  request  IFC 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)           IFC
        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), IFC 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,
                IFC
                is reasonably satisfied that such Onshore Borrower has sufficient
                long-term funding available, on terms satisfactory to IFC, 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 IFC) 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 IFC 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 IFC so requests, the applicable Onshore Borrower
      shall deliver to IFC 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 IFC any  amount  paid by 
it  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

    
      
        
        

      

      
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    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 IFC or as IFC may
        direct:
 

    

    
      	
               

            	
              (i)

            	
              the
                fees and expenses of IFC's legal counsel in the Country incurred
                in
                connection with:

            


    

    


    
      	
               

            	
              (A)

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

            


    

    


    
      	
               

            	
              (D)

            	
              the
                administration by IFC 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 IFC Security following repayment in full of the Loan
                by
                such Onshore Borrower; and

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                costs and expenses incurred by IFC 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

            


    

     

     

    
      
        
        

      

      
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                Borrower,
                  including legal and other professional consultants' fees on a full
                  indemnity basis.

              


      

       

    

    ARTICLE
      III

     

    Representations
      and
      Warranties

     

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

    


          
      (a)           Organization
      and Authority.   Chindex is a company duly incorporated and
      validly existing under the laws of Delaware, United States of America and 
has the corporate power and has obtained all required Authorizations to own
      its
      assets, conduct its business as presently conducted and to enter into, and
      comply with its obligations under, the Transaction Documents to which it is
      a
      party;

    


    (b)           to
      the best of its knowledge and belief, after due inquiry, there are no material
      social or environmental risks or issues in relation to the Project other than
      those identified by the S&EA; and

    


    (c)           it
      has not received nor is aware of (i) any existing or threatened complaint,
      order, directive, claim, citation or notice from any Authority or (ii) any
      material written communication from any Person, in either case, concerning
      the
      Project’s failure to comply with any matter covered by the Performance Standards
      which has, or could reasonably be expected to have, a Material Adverse Effect
      or
      any material impact on the implementation or operation of the Project in
      accordance with the Performance Standards.

    


          
      Section 3.02.   IFC
      Reliance.   Chindex  acknowledges  that 
it  makes  the  representations and  warranties  in
 Section  3.01 with  the  intention of inducing 
IFC  to enter into this Agreement and that IFC enters into this
      Agreement on the basis of, and in full reliance on, each of such representations
      and warranties.

    


    


     

    ARTICLE
      IV

     

    Conditions
      of
      Disbursement

     

    Section
      4.01.  General Conditions of
      Initial Disbursement.  The obligation of IFC to make the
      initial Disbursement to any Onshore Borrower is subject to the

     

    
      
        
        

      

      
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    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 Chindex’s Charter since
        it was delivered to the IFC, or if any such amendment was made, IFC has

received a copy of Chindex’s 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.  Chindex
      has obtained all Authorizations that may become necessary for:

     

    
      
        	
                 

              	
                (i)

              	
                the
                  Loans;

              


      

    

    
    

    


    
      	
               

            	
              (ii)

            	
              the
                due execution, delivery, validity and enforceability of, and performance
                by Chindex of its obligations under this Agreement;
                and

            


    

    


    and
      all
      those Authorizations are in full force and effect;

    


    (c)           Fees.  IFC
      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. IFC has received the reimbursement of all invoiced fees
      and expenses of IFC'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 IFC has been
      submitted to the Onshore Borrowers at least five (5) day prior to the
      Disbursement;

    


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

    


    (f)           Appointment
      of Agent.  Chindex has delivered to the IFC evidence,
      substantially in the form of Schedule 4, of appointment of an agent for service
      of process pursuant to Section 7.05 (Applicable Law and
      Jurisdiction).

    


          
      Section  4.02.   Special
      Conditions  of  Disbursement.  The obligation 
of  IFC to make any  Disbursement to any Onshore 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:

    


    (a)           Local
      Operating Entities.

     

    
      
        
        

      

      
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                (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 IFC 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 IFC 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 Borrowers, and
                no agreement or arrangement has been entered into between the Chindex
                and
                the minority shareholders of the Onshore Borrowers 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.

            


    

    


    (b)           Loan
      Agreements with Onshore Borrowers. The applicable Onshore Borrower has
      entered into legally binding and enforceable loan agreements with IFC 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 described in Article III
                  (Representations and
                  Warranties);

              


      

       

    

    
      	
               

            	
              (iii)

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

            


    

    


    
      	
               

            	
              (iv)

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

            


    

    


         
      (c)           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.

    


         
Section 
4.03. 
       Onshore  Borrower’s
 Certification.  The  applicable
 Onshore  Borrower  shall deliver  to  IFC with 
respect  to each  request  for  Disbursement by such Onshore
      Borrower:

    


          
      (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 IFC may reasonably request of the proposed utilization of the
      proceeds of that Disbursement or the utilization of the proceeds of any prior
      Disbursement.

    


          
      Section 4.04.  Conditions for IFC
      Benefit.  The conditions in Section 4.01 through Section 4.03
      are for the benefit of IFC and may be waived only by IFC in its sole
      discretion.

     

     

    
      
        
        

      

      
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      ARTICLE
        V

       

      Particular
        Covenants

       

      Section
        5.01.  Affirmative
        Covenants.  Unless IFC otherwise agrees, and until the
        Guarantee Agreement has been duly executed between IFC and Chindex, Chindex
        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 Onshore Borrower or Chindex and not through any other
      Person; and (ii) all income from any management contracts between any Clinic
      and
      Chindex or any other company affiliated with Chindex is paid directly or
      indirectly to Chindex or the relevant Onshore 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 IFC 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 IFC 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 IFC 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 IFC, which requirement is deemed
      satisfied if such filings have been made publicly available and a notice has
      been sent to IFC 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,
      Chindex was in compliance with financial covenants under this Agreement
      (including a clear methodology of the calculation of such covenants);
      and

    


    
      
        
        

      

      
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      (e)           Filings.
        Provide IFC a copy of all filings that have been made by Chindex with the
        Securities and Exchange Commission of the United States and/or other Stock
        Exchange on which Chindex 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 IFC
        regarding the availability of those filings in EDGAR.

      


      Section
        5.02.  Negative
        Covenants.   Unless IFC otherwise agrees, and until
        the Guarantee Agreement has been duly executed between IFC and Chindex, Chindex
        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

            


    

    


    
      	
               

            	
              (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;

     

    
      
        
        

      

      
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      (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
        Onshore Borrowers 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)           Use
      of Proceeds. Use proceeds of the IFC investment in countries which are not
      members of the World Bank;

    


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

    


    (i)           Make
      any principal payment of the Tranche B Note or Trance 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; and

    


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

    


    


     

    ARTICLE
      VI

     

    


    Events
      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), IFC 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

     

    
      
        
        

      

      
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    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 Other IFC Loans.   Such Onshore Borrower fails to pay when
        due any part of the principal of, or interest on, any loan from IFC 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 IFC to the Onshore Borrower), and any such failure
      continues for a period of thirty (30) days after the date on which IFC 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
      IFC
      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;

     

    
      
        
        

      

      
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      (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;

            


    

    


    
      	
               

            	
              (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;

     

     

    
      
        
        

      

      
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        (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 IFC 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
        IFC 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
                IFC;

            


    

    


    
      	
               

            	
              (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:

    


    
      	
               

            	
              (i)

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

            


    

    
 

    
      
        
        

      

      
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                (ii)

              	
                becomes
                  unlawful or is declared void; or

              


      

      


      
        	
                 

              	
                (iii)

              	
                is
                  repudiated and such repudiation is not withdrawn within thirty
                  (30) days
                  of IFC’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 IFC, 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 IFC 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 IFC 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 IFC 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  IFC in connection with any condition
      of  Disbursement of  the Loan under any Local Loan Agreements shall
      impair  any right, power or remedy of IFC with respect to any other
      condition of Disbursement under such 

     

    
      
        
        

      

      
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    Local Loan Agreements, or be construed to be a waiver thereof;
      nor shall the action of IFC with respect to any Disbursement affect or impair
      any right, power or remedy of IFC with respect to any other Disbursement.
      


      (c)           Unless
        otherwise notified to Chindex by IFC and without prejudice to the generality
        of
        Section 7.01 (b), the right of IFC to require compliance with any condition
        under any Local Loan Agreement that may be waived by IFC 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 IFC 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 IFC with respect to any default,
        or any
        acquiescence by it therein, affect or impair any right, power or remedy of
        IFC
        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
      the Chindex:

     

    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

    


     

    
      
        
        

      

      
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      For
        IFC:

       

      International
        Finance
        Corporation

      2121
        Pennsylvania Avenue,
        N.W.

      Washington,
        D.C. 20433

      United
        States of America

      


      Facsimile:   +1
        (202)
        974-4792

      


      Attention:   Director,
        Health and Education Department

       

      
               
          With a copy (in the case of communications relating to payments) sent to
          the
          attention of the Director, Department of Financial Operations,
          at:

      

       

    

    Facsimile:    +1
      (202) 522-7419

    


    


    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 IFC 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.  IFC 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.  IFC may deem any
      such English translation to be the governing version between the Onshore
      Borrower and IFC.

    


          
      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 the IFC 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 IFC, Chindex 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, Chindex irrevocably submits
      to
      the jurisdiction of any such court in any such action, suit or proceeding.
      Final
      judgment 

     

    
      
        
        

      

      
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    against
      Chindex 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 IFC to commence legal proceedings
        or
        otherwise sue Chindex 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 Chindex or any Onshore
        Borrower in any manner authorized by the laws of any such
        jurisdiction.

      


            
        (d)           Chindex
        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 IFC may bring in the State of New York in respect of this
        Agreement.

    

    


    (e)           As
      long as this Agreement remains in force, Chindex 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 IFC may
      bring
      in New York, New York, United States of America, with respect to this
      Agreement.  Chindex shall keep IFC advised of the identity and
      location of such agent.

    


          
      (f)           Chindex
      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 Chindex, at its address specified pursuant
      to Section 7.02 (Notices). In such a case, IFC shall also send by
      facsimile, or have sent by facsimile, a copy of the papers to
      Chindex.

    


          
      (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 Chindex as
      such
      and will be valid and binding upon the Onshore Borrower for all purposes of
      any
      such action, suit or proceeding.

    


    (h)           Chindex  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;

            


    

    
       

      
        
        

      

      
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                (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 IFC 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
                  IFC.

              


      

      


            
        (i)           To the
        extent that Chindex 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, Chindex 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)           Chindex
      hereby acknowledges that IFC shall be entitled under applicable law, including
      the provisions of the International Organizations Immunities Act, to immunity
      from a trial by jury in any action, suit or proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby brought
      against IFC in any court of the United States of America. Chindex 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 IFC in any forum in which IFC is not entitled
      to
      immunity from a trial by jury.

    


          
      (k)           To the
      extent that Chindex 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 Chindex is a party, be entitled to the
      benefit of any provision of law requiring IFC in such action, suit or proceeding
      to post security for the costs of Chindex, or to post a bond or to take similar
      action, Chindex 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)  IFC may disclose any documents
      or records of, or information about, this Agreement or any other Transaction
      Document, or the assets, business or affairs of Chindex 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

            


    

    
       

       

      
        
        

      

      
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                (iii)

              	
                any
                  other Person as IFC may deem appropriate in connection with any
                  proposed
                  sale, transfer, assignment or other disposition of IFC’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.

              


      

      


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

      


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

    

    


    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 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
      any Onshore Borrower,  Chindex'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
                  INTERNATIONAL, INC.

              	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Roberta Lipson

              	 
	 	
                Name:

              	
                Roberta
                  Lipson

              	 
	 	
                Title:

              	
                Chief
                  Executive Officer

              	 


      

      


      


      
        	 	
                INTERNATIONAL
                  FINANCE CORPORATION

              	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Guy Ellena

              	 
	 	
                
Name:

              	
                Guy
                  Ellena
Director

              	 
	 	
                
Title:

              	
                Health
                  and Education Department
International Finance
                  Corporation

              	 


      

      


    

    
       

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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      EXHIBIT
        1

      


      FORM
        OF GUARANTEE AGREEMENT

       

      
        
          

          

        

        


      

      


      INVESTMENT
        NUMBER 26133

      


      


      


      


      


      GUARANTEE
        AGREEMENT

      


      


      


      


      between

      


      


      


      


      CHINDEX
        INTERNATIONAL, INC.

      


      


      


      


      and

      


      


      


      


      INTERNATIONAL
        FINANCE CORPORATION

      


      


      


      


      


      Dated
        [      ]

      
        


        
          

          

        

      


      
        
          
          

        

        
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      GUARANTEE
        AGREEMENT

      


      


      This
        AGREEMENT is made on
        [              ],

       

      Between

       

      
        	
                (1)  

              	
                CHINDEX
                  INTERNATIONAL, INC. (the “Guarantor” ), a NASDAQ listed company
                  incorporated in Delaware with its registered address at  Chindex
                  International, Inc. c/o National Registered Agent, 160 Greentree
                  Drive,
                  Suite 101, Dover, DE 11904; and

              


      

       

      
        	
                (2)  

              	
                INTERNATIONAL
                  FINANCE CORPORATION (“IFC”), an international organization established by
                  Articles of Agreement among its member countries, including the
                  PRC, with
                  its legal office at 2121 Pennsylvania Avenue, N.W., Washington,
                  D.C.
                  20433, United States of America.

              


      

       

      Whereas:

       

      (A)           By
        a loan agreement (the “IFC Loan Agreement”) dated
        [       ] between [Onshore Borrower] (the
“Borrower”) and IFC, IFC has agreed to extend to the Borrower a loan up to
        [            ]
        Dollars ($[    ]) (the “IFC Loan”) on the terms and subject
        to the conditions set forth in the IFC Loan Agreement.

       

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

       

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

       

                
        (D)           The
        Guarantor will obtain benefits as a result of the Loan made to the Borrower
        under the IFC Loan Agreement 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 IFC to make the Loan and, in particular, the first
        disbursement of the Loan, has agreed to guarantee such obligations of the
        Borrower.

       

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

       

       

      
        
          
          

        

        
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      ARTICLE
        I

       

      Definitions
        and Interpretation

       

       

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

       

      
        	
                “Auditors”

              	
                BDO Seidman,
                  LLP or its affiliates, or such other internationally reputable
                  accounting
                  firm that the Guarantor appoints from time to time as its
                  auditors;

              
	
                 

                “Financial
                  Year”

              	
                 

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

              


      

       

      Section
        1.02.  Guaranteed Obligations.  In this
        Agreement, the term “Guaranteed Obligations” means all debts and monetary
        liabilities of the Borrower to IFC under or in relation to the IFC 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 Borrower alone, or severally or
        jointly
        with any other Person;

       

      (e)           are
        owed or incurred to or for the account of IFC 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.

       

       

      
        
          
          

        

        
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      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 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.

       

       

      ARTICLE
        II

       

      Guarantee

       

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

      
         

        
          	
                   

                	
                  (i)

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

                  

                


        

         

      

      
        	
                 

              	
                (ii)

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

              


      

       

       

      
        
          
          

        

        
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      (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 IFC against, and any other notice to, any party liable
        thereon (including such Guarantor or any other guarantor).

       

      Section
        2.02.  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 IFC 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
        performance and then only to the extent of such performance.  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
        2.03.  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
        2.04.  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.

       

      (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 IFC
        receives the full amount it would have received (taking into account any
        

       

       

      
        
          
          

        

        
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      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 IFC so requires, the Guarantor shall deliver
        to
        IFC official tax receipts evidencing payment (or certified copies of them)
        within thirty (30) days of the date of payment.

       

      Section
        2.05.  Certificate Conclusive.  A
        certificate of IFC 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
        2.06.  Application of Payments.  IFC 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
        2.07.  Allocation.  If the Guarantor at any
        time pays to IFC an amount less than the full amount then due and payable
        to IFC
        under this Agreement, IFC may allocate and apply such payment to the Guaranteed
        Obligations in any way or manner and for such purpose or purposes as IFC
        in its
        sole discretion determines, notwithstanding any instruction that the Guarantor
        might give to the contrary.

       


      
        
          
          

        

        
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      ARTICLE
        III

       

      Saving
        Provisions

       

       

      Section
        3.01.  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
        IFC):

       

      (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 IFC 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 IFC to any other party;
        or

       

      (g)           the
        IFC 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
        3.02.  Immediate Recourse.  The Guarantor
        waives any right it may have of first requiring IFC (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.

       

       

      
        
          
          

        

        
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      Section
        3.03.  Non-Competition.  (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, IFC
        any
        payment or distribution or benefit of security received by it contrary to
        this
        Section 3.03.

       

      (b)           Upon
        the payment and satisfaction in full of all the Guaranteed Obligations and
        of
        all sums now or in future becoming due to IFC from the Guarantor pursuant
        to
        this Agreement, and provided that IFC is not under any further obligation
        (actual or contingent) to advance monies to the Borrower under the IFC 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 IFC against the Borrower pursuant to the IFC Loan Agreement.
        IFC 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 IFC against the Borrower 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 Borrower in its own name and not in the name of IFC.

       

      Section
        3.04.  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 IFC in respect
        of any amounts owing to the Guarantor by the Borrower on any account whatsoever,
        but instead shall give IFC 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.

       

       

      
        
          
          

        

        
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      Section
        3.05.  Appropriation of Monies.  Until all
        of the Guaranteed Obligations have been irrevocably paid in full, IFC (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 IFC (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
        3.06.  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)           IFC
        (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
        3.07.  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 IFC, nor shall such collateral or other
        security held by IFC 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.

       

       

      
        
          
          

        

        
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      ARTICLE
        IV

       

      Representations
        and Warranties

       

       

      Section
        4.01.  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;

       

      (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

       

      
        
          
          

        

        
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      (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
        4.02.  IFC Reliance.  (a)  The
        Guarantor acknowledges that it makes the representations in Section 4.01
        with
        the intention of inducing IFC to enter into this Agreement and the IFC Loan
        Agreement and that IFC enters into this Agreement and the IFC Loan Agreement
        on
        the basis of, and in full reliance on, each of such
        representations.

       

      (b)           The
        Guarantor warrants to IFC 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
        4.03.  Rights and Remedies not
        Limited.  IFC’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 IFC 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 IFC in connection
        with this Agreement and which might, apart from this Section, prejudice such
        rights or remedies.

       

      ARTICLE
        V

       

      Covenants

       

       

      Section
        5.01.  Guarantor’s Covenants.  Unless IFC
        otherwise agrees, Guarantor shall:

       

       

      
        
          
          

        

        
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      (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 Guarantor and not through any other Person;
        and
        (ii) all income from any management contracts between any Clinic and Guarantor
        or any other company affiliated with Guarantor is paid directly or indirectly
        to
        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 IFC 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 IFC 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 IFC
        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 IFC, which requirement is deemed
        satisfied if such filings have been made publicly available and a notice
        has
        been sent to IFC 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

       

       

      
        
          
          

        

        
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      (e)           Filings.
        Provide IFC 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 IFC
        regarding the availability of those filings in EDGAR.

       

       

      Section
        5.02.  Negative Covenants.  Unless IFC 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

              


      

       

      
        	
                 

              	
                (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

              


      

       

       

      
        
          
          

        

        
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                (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)           Use
        of Proceeds. Use proceeds of the IFC investment in countries which are not
        members of the World Bank; and

       

       

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

       

       

      
        
          
          

        

        
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      (i)           Make
        any principal payment of the Tranche B Note or Trance 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.

       

       

      (j)           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 in accordance with the Share Pledge
        Agreement.

       

       

      ARTICLE
        VI

       

      Miscellaneous

       

      Section
        6.01.  Notices.  Any notice, request or
        other communication to be given or made under this Agreement to IFC 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

                  


          


          
            
              
              

            

            
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                  For
                    IFC:

                
	 	 
	 	
                  International
                    Finance Corporation

                  2121
                    Pennsylvania Ave., N.W.

                  Washington,
                    D.C. 20433

                  United
                    States of America

                
	 	 
	 	
                  Attention:    Director,
                    Health and Education Department

                
	 	 
	 	
                  Facsimile:    +1
                    (202) 974-4792

                
	 	 
	 	
                  With
                    a copy (in the case of communications relating to payments) sent
                    to the
                    attention of the Senior Manager, Financial Operations Unit,
                    at:

                
	 	 
	 	
                  Facsimile:    +1
                    (202) 522-7419

                


        



      Section
        6.02.  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 IFC certified by a representative
        of
        the Guarantor, which translation shall be the governing version between the
        Guarantor and IFC.

       

      Section
        6.03.  Expenses.  The Guarantor shall pay to
        IFC or as IFC may direct:

       

      (a)           the
        fees and expenses of IFC’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 IFC under this Agreement;
        and

       

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

       

      
        
          
          

        

        
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      (b)           the
        costs and expenses incurred by IFC 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
        6.04.  Remedies and Waivers.  No failure or
        delay by IFC in exercising any power, remedy, discretion, authority or other
        rights under this Agreement shall waive or impair that or any other right
        of
        IFC. 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
        6.05.  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 IFC, the Guarantor irrevocably agrees that any legal
        action, suit or proceeding arising out of or relating to this Agreement may
        be
        brought by IFC 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 IFC 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 

       

       

      
        
          
          

        

        
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      any
        legal
        action, suit or proceeding brought by IFC in respect of this Agreement. The
        Guarantor shall keep IFC 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 6.01.  In such a case,
        IFC shall also send by telex or facsimile, or have sent by telex or facsimile,
        a
        copy of the papers to the Borrower.

       

      (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 IFC 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 IFC.

       

      (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 

       

       

      
        
          
          

        

        
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      irrevocably
        waives such immunity to the fullest extent permitted by the laws of such
        jurisdiction.

       

      (j)           The
        Guarantor hereby acknowledges that IFC shall be entitled under applicable
        law,
        including the provisions of the International Organizations Immunities Act,
        to
        immunity from a trial by jury in any action, suit or proceeding arising out
        of
        or relating to this Agreement or the transactions contemplated hereby, brought
        against IFC in any court of the United States of America.  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 IFC in any forum
        in
        which IFC 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 requiring IFC 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
        6.06.  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 IFC.  The benefit of this
        Agreement may be freely and unconditionally assigned, transferred or otherwise
        disposed of, in whole or in part, by IFC to any other person, corporate or
        otherwise.

       

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

       

      Section
        6.08.  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.

       


      
        
          
          

        

        
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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:

                    
	 	 
	 	 
	 	 
	 	
                      INTERNATIONAL
                        FINANCE CORPORATION

                    
	 	 
	 	 
	 	 
	 	
                      By:
                        ____________________________________

                    
	 	
                      Authorized
                        Representative

                    
	 	
                      Name
                        (print):

                    
	 	
                      Title:

                    


            

          

        

      

       

       

    

    



    
      
        
          
          

        

        
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    EXHIBIT
      2

     

    


    FORM
      OF MORTGAGE AGREEMENT

     

    
       

      
        

        

      

       



    
      


    

    IFC
      INVESTMENT NUMBER 26133

    


    


    


    


    Mortgage
      Agreement

    


    


    


    


    between

    


    


    


    


    [ONSHORE
      BORROWER]

    


    


    and

    


    


    


    


    INTERNATIONAL
      FINANCE CORPORATION

    


    


    


    


    Dated
      _________, 200[   ]

     

     

     

    


    
      
 

      
        

        

      

    

     

     

     

    


    
      
        
          
          

        

        
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    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)

            	
              International
                Finance Corporation (“IFC”), an international organization established by
                Articles of Agreement among its member countries, including the PRC,
                with
                its legal office at 2121 Pennsylvania Avenue, N.W., Washington, D.C.
                20433, United States of America.

            


    

     

    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 IFC (the “IFC Loan Agreement”), IFC has agreed to lend the
      Borrower up to [        ] Dollars
      ($        ) (the “IFC
      Loan”);

     

    (B)           In
      consideration of, and as security for, the amounts provided by IFC under the
      IFC
      Loan Agreement the Borrower has agreed to provide certain collateral (the
“Collateral”, as defined in Article 1 below) to IFC, 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 IFC agree as follows:

     

     

    
      
        
        

      

      
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    ARTICLE
      I

     

    Definitions
      and Interpretation

     

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

               

            


    

     

    
      
        
        

      

      
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              “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;

               

            
	
              “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 IFC 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 IFC Loan Agreement.

               

            
	
              “IFC
                Loan Agreement”

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

               

            
	
              “IFC
                Loan”

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

               

            


    

     

    
      
        
        

      

      
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              “Investment
                Documents”

            	
              the
                IFC Loan Agreement and any and all documents executed by the Borrower
                and
                IFC in connection with the IFC 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
                [         ], 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;

               

            
	
               “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;

               

            


    

     

    
      
        
        

      

      
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               “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 IFC Loan Agreement;

               

            
	
              “PRC”

            	
              the
                People’s Republic of China;

               

            
	
              “Project”

            	
              has
                the meaning ascribed thereto in the IFC 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 IFC
                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 IFC 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

            


    

     

    
      
        
        

      

      
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      	 	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 IFC
                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 IFC
                Loan
                under or in connection with the IFC Loan Agreement and any and all
                other
                agreements, documents or instruments executed by the Borrower and/or
                IFC
                in connection with the IFC 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;

     

    
      
        
        

      

      
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    (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

     

          
      (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 IFC 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 IFC
      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 IFC Loan Agreement, IFC 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 IFC’s
      option:

     

    
      
        
        

      

      
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    (a)           to
      take possession of, get in, collect and receive all or any part of the
      Collateral for the purpose (in the opinion of the IFC) 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 IFC 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
      therewith;

     

    (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
      IFC 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 IFC 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 IFC may reasonably think fit;

     

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

     

    
      
        
        

      

      
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    (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 IFC may reasonably consider
      expedient as effectively as if IFC 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 IFC may reasonably think fit, all documents, acts or things which
      IFC 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
      the
      Construction Contracts and other contracts or agreements relating to the
      Collateral on behalf or in the name of the Borrower, as IFC 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 IFC 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, IFC 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 IFC shall, at the cost and expense of the Borrower
      (including any costs of notarization, registration and obtaining of any
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    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 IFC
      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, IFC, 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 IFC 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 IFC or its respective agents under
      this Agreement or in relation to the Collateral, unless directly caused by
      the
      gross negligence or willful misconduct of IFC or such agents.

     

    Section
      2.06. Power to
      Delegate. After notifying the Borrower, IFC may
      at any time and from time to time delegate by power of attorney or in any 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 IFC 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
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    indulgence
      granted by the IFC 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 IFC 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 made 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
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    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 IFC 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 IFC to enter into this
      Agreement and the IFC Loan Agreement, and that IFC has entered into this
      Agreement and the IFC Loan Agreement on the basis of, and in full reliance
      on,
      each of such representations and warranties being true, accurate and
      complete.

     

    Section
      3.03.  Rights and Remedies not
      Limited. The rights and remedies of IFC 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 IFC into the affairs of the
      Borrower;

     

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

     

    
      
        
        

      

      
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    (c)           any
      other act or thing which may be done by or on behalf of IFC 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 IFC hereunder, including IFC’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 IFC, 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 IFC. The Borrower shall ensure that all
      relevant registration and approval documents specifically name IFC as the
      secured 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.

     

    
      
        
        

      

      
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    (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 IFC 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 IFC’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 IFC 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 IFC’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 IFC 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
      IFC’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 IFC 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 IFC created hereunder or intended
      to be created hereunder or for facilitating the realization of the Collateral
      or
      the exercise of any right, power or discretion exercisable by IFC in respect
      of
      the Collateral.

     

    
      
        
        

      

      
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    (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 IFC
      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 IFC 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 IFC 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
      IFC (or a nominee on behalf of IFC) during the term of the IFC 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, IFC 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 purpose.  IFC
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    Certificates
      and Documents from being lost or damaged
      when they are in IFC’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 IFC or, in the case of delivery
      by hand or by established courier service, upon refusal to accept delivery
      when
      delivered to IFC during normal business hours. Any notice, request or other
      communication from IFC 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 IFC’s facsimile machine.

    

      
        	
                For
                  the Borrower:

              
	
                [                                     ]

                Attention:      [                                     ]

                Facsimile:       0086-[                                     ]

                 

              
	
                For
                  IFC:

              


      

       

      
        
          
          

        

        
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                International
                  Finance Corporation

                2121
                  Pennsylvania Avenue, N.W.

                Washington,
                  D.C. 20433

                United
                  States of America

                 

              
	
                Facsimile:                   +1
                  (202) 974-4792

                 

              
	
                Attention:                   Director,
                  Health and Education Department

                 

              
	
                With
                  a copy (in the case of communications relating to payments) sent
                  to the
                  attention of the Senior Manager, Financial Operations Unit,
                  at:

                 

              
	
                Facsimile:                   +1
                  (202) 522-7419

                 

              
	
                With
                  a copy to:

              
	
                International
                  Finance Corporation

                15th
                  Floor, China World Tower 2

                China
                  World Trade Center

                No.
                  1 Jian Guo Men Wai Avenue

                Beijing
                  100004

                People’s
                  Republic of China

                 

              
	
                Facsimile:                   +86
                  (10) 5860-3100

              
	
                Attention:                   Country
                  Manager

              


      

      
      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 IFC so requests, be accompanied
      by a translation into English satisfactory to the IFC 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 IFC 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,
      IFC shall be entitled to commence a legal action in the People’s Court of
      relevant jurisdiction to interpret or enforce the provisions
      hereof.

     

    
      
        
        

      

      
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    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 IFC’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.

     

    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 IFC 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 IFC 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 IFC 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, IFC 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.

     

    
      
        
        

      

      
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    Section
      7.12.  Costs and Expenses.  The Borrower
      shall pay or, as the case may be, reimburse IFC 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 IFC
      (including legal counsel fees) in connection with (i) any legal opinions
      required in connection with this Agreement; (ii) administration by IFC 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 IFC 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: 

            	 	 


    

     

    
       

      
        	 	
                
                  INTERNATIONAL
                    FINANCE CORPORATION

                

                 

                 

              	 
	
                 

              	
                 

                By:
                  

              	 	 
	 	
                 

                Name: 

              	 	 
	 	
                 

                Title: 

              	 	 


      

       

       

    

     

    
      
        
          
          

        

        
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    EXHIBIT
      3

     

    FORM
      OF SHARE PLEDGE AGREEMENT

     

    
      
        

        

      

       



    
      


    

    INVESTMENT
      NUMBER 26133

     

    


     

    


    


    


    


     

    


     

    Share
      Pledge Agreement

    


    


    


    between

    


    


    


    CHINDEX
      INTERNATIONAL, INC.

    


    


    


    


    and

    


    


    


    INTERNATIONAL
      FINANCE CORPORATION

    


    


    


    


    


    


    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)

            	
              INTERNATIONAL
                FINANCE CORPORATION (“IFC”), an international organization
                established by Articles of Agreement among its member
                countries;

            


    

     

    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 “IFC Loan Agreement”) between the Borrower and IFC, IFC
      has agreed to lend the Borrower up to
      [          ]
      ($[     ]) (the “IFC Loan”).

     

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

     

    
      
        
        

      

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

     

    ARTICLE
      I

     

    Definitions
      and Interpretation

     

    Section
      1.01.  General Definitions. Unless
      otherwise defined, or the context otherwise requires, terms defined in the
      IFC
      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 IFC 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

            


    

     

     

    
      
        
        

      

      
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              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.

            


    

     

     

    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 IFC the Collateral.

     

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

     

     

    
      
        
        

      

      
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    Section
      2.02.  Negative Pledge. Chindex hereby
      undertakes to IFC that, unless IFC 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.

     

    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
      IFC
      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

     

     

    
      
        
        

      

      
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    (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
      IFC.

     

    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 IFC;
      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 IFC.

     

          
      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 IFC 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) IFC 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 IFC 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;

            


    

     

     

    
      
        
        

      

      
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              (ii)

            	
              submitting
                to the Approval Authority the Charter, together with any amendment
                agreements to reflect the interest of IFC 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:

     

    (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 IFC.

     

    Section
      4.02.  Enforcement.  The security created by
      this Agreement shall become enforceable by IFC immediately, during the
      continuance of an Event of Default, upon the service of a notice to Chindex
      by
      IFC (a “Default Notice”), and IFC 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 IFC 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 IFC Loan Agreement
      or any of the other Transaction Documents or any security relating to any such
      documents;

     

     

    
      
        
        

      

      
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    (b)           any
      amendment to or variation of the IFC 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 IFC
      that:

     

    (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;

     

     

    
      
        
        

      

      
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    (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 IFC
      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 IFC 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 IFC 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, IFC 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 IFC Loan Agreement and this Agreement.  Chindex undertakes to IFC
      that it will not seek to enforce repayment or exercise any other rights or
      remedies of any kind against the Borrower, IFC or 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 IFC 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 IFC on any account whatsoever in respect of any moneys
      owing to Chindex.

     

    Section
      5.03.  Reliance.

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

     

    (b)           Chindex
      warrants to IFC 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.

     

     

    
      
        
        

      

      
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    Section
      5.04.  Rights and Remedies not
      Limited. The rights and remedies of IFC 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 IFC 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 IFC 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 IFC.

     

    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.

     

    ARTICLE
      VII

     

    Miscellaneous

     

    Section
      7.01.  Appointment of Attorney. Subject
      to the provisions of Section 4.01, Chindex hereby
      irrevocably appoints IFC 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


     

     

    
      
        
        

      

      
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    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 IFC in
      connection with the preservation or enforcement of any of their rights under
      this Agreement;

     

    and
      shall
      keep IFC 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

            
	 	 	
               

              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:

     

     

    
      
        
        

      

      
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    E-mail
      addresses:  rlipson@Chindex.com and lpemble@chindex.com

     

    
      	       
              For IFC:	 
	 	
               

              International
                Finance Corporation

              2121
                Pennsylvania Avenue, N.W.

              Washington,
                D.C. 20433

              United
                States of America

               

            
	 	
              Attention: 
                Director,
                Health and Education Department

            
	 	
               

              With
                a copy (in the case of communications relating to payments) sent
                to the
                attention of the Director, Department of Financial Operations,
                at:

               

            
	 	
              Facsimile: 
                202-522-7419

            


    

     

    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 IFC so requests,
      be accompanied by a translation into English satisfactory to IFC, 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,
      IFC 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 assign or delegate any of its
      rights or obligations under this Agreement without the consent of
      IFC.

     

     

    
      
        
        

      

      
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    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, IFC 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 IFC in exercising any power, remedy, discretion, authority or other
      rights under this Agreement shall waive or impair that or any other right of
      IFC.  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

              
	 
	 
	 
	
                INTERNATIONAL
                  FINANCE CORPORATION

              
	 
	 
	
                By:
                  ___________________________________

              
	
                Authorized
                  Representative

              


      

    

     

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