Loan Agreement Between CHINDEX INTERNATIONAL, INC. And INTERNATIONAL FINANCE CORPORATION Dated December 10, 2007

Exhibit 10.2

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			24
Section 1.03. Interpretation			25
Section 1.04. Business Day Adjustment			25
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			32
Section 2.13. Cancellation by the Onshore Borrower			33
Section 2.14. Taxes			33
Section 2.15. Expenses			34
ARTICLE III			35
Representations and Warranties			35
Section 3.01. Representations and Warranties			35
Section 3.02. IFC Reliance			36
ARTICLE IV			36
Conditions of Disbursement			36
Section 4.01. Conditions of First Disbursement			36
Section 4.02. Special Conditions of Disbursement			37
Section 4.03. Onshore Borrower’s Certification			38

Article/
Section               Item		Page No.
Section 4.04. Conditions for IFC Benefit			39
ARTICLE V			39
Particular Covenants			39
Section 5.01. Affirmative Covenants			39
Section 5.02. Negative Covenants			40
ARTICLE VI			41
Events of Default			41
Section 6.01. Acceleration after Default			41
Section 6.02. Events of Default			42
Section 6.03. Bankruptcy			45
ARTICLE VII			45
Miscellaneous			45
Section 7.01. Saving of Rights			45
Section 7.02. Notices			46
Section 7.03. English Language			47
Section 7.04. Term of Agreement			47
Section 7.05. Enforcement			47
Section 7.06. Disclosure of Information			49
Section 7.07. Successors and Assignees			50
Section 7.08. Amendments, Waivers and Consents			50
Section 7.09. Counterparts			50
Section 7.10. Local Loan Agreement; Separate Transactions			50
ANNEX A			2
PROJECT COST AND FINANCIAL PLAN			2
[TO BE ATTACHED AS ANNEX B TO EACH LOCAL LOAN AGREEMENT]			4
ANNEX B			4
ONSHORE BORROWER/PROJECT AUTHORIZATIONS			4
ANNEX C			5

Article/
Section               Item		Page No.
INSURANCE REQUIREMENTS			5
ANNEX D			6
ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS			6
SCHEDULE 1			9
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY			9
SCHEDULE 2			11
FORM OF REQUEST FOR DISBURSEMENT			11
SCHEDULE 3			14
FORM OF DISBURSEMENT RECEIPT			14
SCHEDULE 4			15
FORM OF SERVICE OF PROCESS LETTER			15
SCHEDULE 5 (A)			17
MATTERS TO BE COVERED IN LOCAL COUNSEL’S LEGAL OPINION			17
SCHEDULE 6			19
FORM OF LETTER TO ONSHORE BORROWER’S AUDITORS			19
SCHEDULE 7			20
FORM OF ONSHORE BORROWER’S CERTIFICATION ON DISTRIBUTION OF DIVIDENDS			20
SCHEDULE 8			22
INFORMATION TO BE INCLUDED IN ANNUAL AND QUARTERLY			22
REVIEW OF OPERATIONS			22
SCHEDULE 9			25
SPECIAL REPRESENTATIONS AND WARRANTIES			25
SCHEDULE 10			28
SPECIAL COVENANTS			28

Article/
Section               Item		Page No.
SCHEDULE 11			39
SPECIAL CONDITIONS OF DISBURSEMENT			39
SCHEDULE 12			43
ANNUAL MONITORING REPORT (AMR)			43
EXHIBIT 1			62
FORM OF GUARANTEE AGREEMENT			62
EXHIBIT 2			82
FORM OF MORTGAGE AGREEMENT			82
EXHIBIT 3			114
FORM OF SHARE PLEDGE AGREEMENT			114
ANNEX AA			128
METHODOLOGY FOR DETERMINATION OF THE BASE FIXED RATE FOR EACH LOAN DISBURSEMENT			128

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 ▇▇▇▇▇▇▇ (“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 that Chindex or the relevant Onshore Borrower, as applicable, appoints from time to time as its auditors pursuant to Section 5.01 (e) (Affirmative Covenants);
“Authority”		any national, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);
“Authorization”		any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period;
“Authorized Representative”		any natural person who is duly authorized by the Onshore Borrower to act on its behalf for the purposes specified in, and whose name and a specimen of whose

		signature appear on, the Certificate of Incumbency and Authority most recently delivered by the Onshore Borrower to 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;

“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 ▇▇. ▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇;
		(ii)   the “Jianguomen Clinic” located at ▇▇▇-▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Beijing International Hotel Club, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇;
		(iii)   the “SRC Minhang Clinic” located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇; 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;
“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;
“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);
		(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 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, subject to Section 1.04 (Business Day Adjustment);
“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;
“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 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 years and 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;
“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;

“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).

“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;

“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);
		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

“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 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 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 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, for the purposes of clause (ii) above:
		(x)  subject to sub-clause (y) below, for the computation of interest payable during any period for which the applicable rate is not yet determined, that interest shall be computed at

		the rate in effect at the time of the relevant date of calculation; and
		(y)  interest on Short-term Debt payable in the Financial Year in which the relevant date of calculation falls shall be computed by reference to the aggregate amount of interest thereon paid during that Financial Year up to the end of the period covered by the latest quarterly financial statements prepared by the Onshore Borrower multiplied by a factor of 4, 2 or 4/3 depending on whether the computation is made by reference to the financial statements for the first quarter, the first two quarters or the first three quarters, respectively;
“Relevant Spread”		2.75% per annum provided that the Relevant Spread shall be reduced to:
		(i)   2.50% from and as of the date on which the Project Physical Completion Dates in respect of both Projects have been attained; and
		(ii)   provided that the Project Physical Completion Dates of both Projects have been attained, 2.00% from and as of the date on which BDO has issued written confirmation (the “Confirmation”) to 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.
		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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (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 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
		(B)    the amount standing to the credit of the reserves of Chindex or the relevant Onshore Borrower, as the case may be (including, without limitation, any share premium account, capital redemption reserve funds and any credit balance on the accumulated profit and loss account);

		after deducting from the amounts in (A) and (B):
		(x)  any debit balance on the profit and loss account or impairment of the issued share capital of Chindex or the relevant Onshore Borrower, as the case may be (except to the extent that deduction with respect to that debit balance or impairment has already been made);
		(y)  amounts set aside for dividends or taxation (including deferred taxation); and
		(z)  amounts attributable to capitalized items such as goodwill, trademarks, deferred charges, licenses, patents and other intangible assets; and
		(ii)  if applicable, that part of the net results of operations and the net assets of any Subsidiary of Chindex or the relevant Onshore Borrower, as the case may be, attributable to interests that are not owned, directly or indirectly, by Chindex or the relevant Onshore Borrower, as the case may be;
“Taxes”		any present or future taxes, withholding obligations, duties and other charges of whatever nature levied by any Authority;
“Transaction Documents”		together, the Financing Documents, the Security Documents, the Security Sharing Agreement and the Share Retention Agreement;
“World Bank”		the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

     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;

     (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 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 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.

     (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 first Interest Payment Date .

     (b) Subject to Section 1.04 (Business Day Adjustment), following 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 Period
Immediately Following		First or Second
Completion of Grace		Interest Payment Date in
Period		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

12 Month Period
Immediately Following		First or Second
Completion of Grace		Interest Payment Date in
Period		Relevant 12 Month Period		Principal Amount Due
		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:

	(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)

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

(iii)

payable annually, in arrears, payable:

a.

until the first Interest Payment Date, in arrears on September 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., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇.▇., ABA#▇▇▇▇▇▇▇▇▇ for credit to IFC’s account number ▇▇▇▇▇▇▇▇, 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.

     (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;

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, ▇▇▇▇▇▇ 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).

     (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 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:

(ii)

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 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 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) (ii) 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.

(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:

	(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.

ARTICLE V

Particular Covenants

     Section 5.01. 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

     (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 ▇▇▇▇▇ and a notice has been sent to IFC regarding the availability of those filings in ▇▇▇▇▇.

     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;

     (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;

     (g) 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;

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

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

     (j) 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

     (k) 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 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;

     (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;

     (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
	(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 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.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇

With a copy sent by e-mail to the attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO, at:

E-mail addresses: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

     For IFC:

International Finance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

United States of America

Facsimile: ▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

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: ▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

     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 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 ▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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;
	(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
	(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]

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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Chief Executive Officer
		INTERNATIONAL FINANCE CORPORATION
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇ ▇▇▇▇▇▇, Director
		Title:		Health and Education Department International Finance Corporation

- 2 -

ANNEX A¹
Page 1 of 2

PROJECT COST AND FINANCIAL PLAN

Project Costs
USD ‘000		2008				2009				Total
BJU2
Building			11,847				15,006				26,853
Equipment			—				11,382				11,382
Interest			385				1,187				1,572
Working Capital			—				6,019				6,019
Startup / Contingency			1,266				1,266				2,532
Total BJU2			13,498				34,860				48,358
GZU
Building			10,008				13,167				23,174
Equipment			—				11,382				11,382
Interest			385				1,187				1,572
Working Capital			—				5,443				5,443
Startup / Contingency			1,266				1,266				2,532
Total GZU			11,659				32,445				44,104
GZ Clinic			3,603				278				3,881
Total Uses of Funds			28,760				67,583				96,343

Financing Plan
USD ‘000		2008				2009				Total
Equity:
JPM			50,000				—				50,000
IFC			10,000				—				10,000
DEG			—				—				—
Total Equity			60,000				—				60,000
Debt:
IFC			12,500				12,500				25,000
DEG			7,500				7,500				15,000
Total Debt			20,000				20,000				40,000
Total External Financing			80,000				20,000				100,000
Internal Cash Generation			—				—				—
Total Sources of Funds			80,000				20,000				100,000

ANNEX A
Page 2 of 2

Working Capital Requirements:

Working Capital Needs
USD ‘000		2008				2009				Total
BJU2			—				6,019				6,019
GZU			—				5,443				5,443
Total			—				11,462				11,462

[To Be Attached as Annex B to each Local Loan Agreement]

ANNEX B
Page 1 of 1

ONSHORE BORROWER/PROJECT AUTHORIZATIONS

(See Sections 3.01 (d) and 4.01 (c) of the Loan Agreement)

Section (1).		Authorizations Already Obtained
(a)
(b)
(c)
Section (2).		Authorizations to be Obtained Prior to First Disbursement
(d)
(e)
(f)
(g)
(h)
(i)
Section (3).		Authorizations to be Obtained no Later than [          ],
(j)
(k)
(l)
(m)

[To Be Attached as Annex C to each Local Loan Agreement]

ANNEX C
Page 1 of 1

INSURANCE REQUIREMENTS

(See Section 5.04 (a) of the Loan Agreement)

IFC to be named as (i) a loss payee on policies insuring assets forming part of the Security and on business interruption policies and (ii) an additional named insured on liability policies.

MINIMUM INSURANCE REQUIREMENTS

1.

CONSTRUCTION/EXPANSION PHASE

a)

Construction All Risks, based on full contract value and including:

	i)		Riot and Strike
	ii)		Debris Removal
	iii)		Extra Expenses iv) Maintenance
	v)		Third Party Liability

b)

Marine all Risks (including war) in respect of transportation of all critical machinery/equipment.

2.

ONGOING / OPERATIONAL PHASE

	a)		Fire and named perils or All Risks, based on new replacement cost of assets
	b)		Business Interruption
	c)		Third Party Liability
	d)		Medical Malpractice
	g)		Professional Liability in respect of medical training program, once this commences

3.		AT ALL TIMES
a)		All insurances required by local legislation.

ANNEX D
Page 1 of 3

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

1.

Corrupt Practices

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

     Interpretation

	A.		Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.
	B.		It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.
	C.		In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.
	D.		Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.
	E.		The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

2.

Fraudulent Practices

A “Fraudulent Practice” is 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.

     Interpretation

	A.		An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.
	B.		Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3.

Coercive Practices

A “Coercive Practice” is 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.

     Interpretation

	A.		Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.
	B.		Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4.

Collusive Practices

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

		Interpretation
		Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.
5.		Obstructive Practices

An “Obstructive Practice” is (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, fraudulent, coercive 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, fraudulent, coercive or collusive practice .

     Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

SCHEDULE 1
Page 1 of 2

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

(See Section 1.01 and Section 4.01(j) of the Loan Agreement)

[Onshore Borrower’s Letterhead]

[Date]

International Finance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Attention: Director, ____________ Department

Ladies and Gentlemen:

Certificate of Incumbency and Authority

     With reference to the Loan Agreement between us, dated ________, ___ (the “Loan Agreement”), I, the undersigned [OFFICER’S TITLE] of [INSERT NAME OF APPLICABLE ONSHORE BORROWER] (the “Onshore Borrower”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

     (a) to sign on behalf of the Onshore Borrower the requests for the disbursement of funds provided for in Section 2.02 of the Loan Agreement;

     (b) to sign the certifications provided for in Section 4.02 and Section 4.03 of the Loan Agreement; and

SCHEDULE 1
Page 2 of 2

     (c) to take any other action required or permitted to be taken, done, signed or executed under the Loan Agreement or any other agreement to which IFC and the Onshore Borrower may be parties.

Name*		Office		Specimen Signature

     You may assume that any such person continues to be so authorized until you receive written notice from an Authorized Representative of the Onshore Borrower that they, or any of them, is no longer so authorized.

SCHEDULE 2
Page 1 of 3

FORM OF REQUEST FOR DISBURSEMENT

(See Section 2.02 and Section 4.03 of the Loan Agreement)

[Onshore Borrower’s Letterhead]

[Date]

International Finance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Attention: [Director, ____________ Department]

Ladies and Gentlemen:

Investment No. ____
Request for Loan Disbursement No. [     ]^*

1. Please refer to the Loan Agreement (the “Loan Agreement”) dated ___________, ___, between [INSERT NAME OF APPLICABLE ONSHORE BORROWER] (the “Onshore Borrower”) and International Finance Corporation (“IFC”). Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

2. The Onshore Borrower irrevocably requests the disbursement on ____________, ____ (or as soon as practicable thereafter) of the amount of ____________ (____________) under the Loan (the “Disbursement”) in accordance with the provisions of Section 2.02 of the Loan Agreement. You are requested to pay such amount to the account in [New York] of [INSERT NAME OF APPLICABLE ONSHORE BORROWER] [Name of correspondent Bank], Account No. ____________ at [Name and Address of Bank] [for further credit to the Onshore Borrower’s Account No. ________ at [Name and address of Bank] in [city and country].

3. For the purpose of Section 4.02 and Section 4.03 of the Loan Agreement, the Onshore Borrower certifies as follows:

     (a) no Event of Default and no Potential Event of Default has occurred and is continuing;

     (b) the proceeds of the Disbursement are at the date of this request needed by the Onshore Borrower for the purpose of the Project, or will be needed for such purpose within six (6) months of such date;

     (c) since the date of the Loan Agreement nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect;

     (d) since [insert date] [the date of the Loan Agreement]^** the Onshore Borrower has not incurred any material loss or liability (except such liabilities as may be incurred by the Onshore Borrower in accordance with Section 5.02 of the Loan Agreement);

     (e) the representations and warranties made in Article III of the Loan Agreement are true on the date of this request and will be true on the date of Disbursement with the same effect as if such representations and warranties had been made on and as of each such date;

     (f) the proceeds of the Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

SCHEDULE 2

     (g) after giving effect to the Disbursement, the Onshore Borrower will not be in violation of:

	(i)		its Charter;
	(ii)		any provision contained in any document to which the Onshore Borrower is a party (including the Loan Agreement) or by which the Onshore Borrower is bound; or
	(iii)		any law, rule, regulation, Authorization or agreement or other document binding on the Onshore Borrower directly or indirectly, limiting or otherwise restricting the Onshore Borrower’s borrowing power or authority or its ability to borrow; and

     The above certifications are effective as of the date of this Request for Disbursement and shall continue to be effective as of the date of the Disbursement. If any of these certifications is no longer valid as of or prior to the date of the requested Disbursement, the Onshore Borrower undertakes to immediately notify IFC.

Copy to:

Director, Department of Financial Operations International Finance Corporation

SCHEDULE 3
Page 1 of 1

FORM OF DISBURSEMENT RECEIPT

(See Section 2.02 of the Loan Agreement)

[Onshore Borrower’s Letterhead]

International Finance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Attention: Director, Department of Financial Operations

Ladies and Gentlemen:

Investment No. ____
Disbursement Receipt No. [     ]^*

     We, [INSERT NAME OF APPLICABLE ONSHORE BORROWER] hereby acknowledge receipt on the date hereof, of the sum of ___________ (___) disbursed to us by International Finance Corporation (“IFC”) under the Loan of __________ (___) provided for in the Loan Agreement dated ______, ____ between our company and International Finance Corporation.

SCHEDULE 4
Page 1 of 2

FORM OF SERVICE OF PROCESS LETTER
[Letterhead of Agent for Service of Process]
(See Section 4.01 (j) of the Loan Agreement)
New York Law Version

[Date]

International Finance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: _______________
Re: [Country/_________]

Dear Sirs:

     Reference is made to [(i)] Section 7.05(d) of the Loan Agreement dated _______ (the “Loan Agreement”) between [INSERT NAME OF APPLICABLE ONSHORE BORROWER] (the “Onshore Borrower”) and International Finance Corporation (“IFC”), [and] [(ii) Section ___ of the ______ dated _______ between the Onshore Borrower, ________ and IFC]. Unless otherwise defined herein, capitalized terms used herein shall have the meaning specified in the Loan Agreement.

     Pursuant to [each of] Section 7.05(d) of the Loan Agreement [and Section _(_) of the ____________,] the Onshore Borrower has irrevocably designated and appointed the undersigned, [CT Corporation System,] with offices currently located at [111 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10011,] as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to [each of] the Loan Agreement [and the __________] in the courts of the United States of America for the Southern

SCHEDULE 4
Page 2 of 2

District of New York or in the courts of the State of New York located in the Borough of Manhattan.

     The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent as set forth in [each of] Section 7.05(d) of the Loan Agreement [and Section _(_) of the ____________], [in each case] from _______ until ___________ and agrees with you that the undersigned (i) shall inform IFC promptly in writing of any change of its address in [New York], (ii) shall perform its obligations as such process agent in accordance with the relevant provisions of [each of] Section 7.05 of the Loan Agreement [and Section _(_) of the ____________], and (iii) shall forward promptly to the Onshore Borrower any legal process received by the undersigned in its capacity as process agent.

     As process agent, the undersigned and its successor or successors agree to discharge the above-mentioned obligations and will not refuse fulfillment of such obligations as provided under [any of] Section 7.05 (d) of the Loan Agreement [and Section _(_) of the ____________].

cc: [Onshore Borrower]

Alternative Version

SCHEDULE 5 (A)
Page 1 of 2

MATTERS TO BE COVERED IN LOCAL COUNSEL’S LEGAL OPINION

(See Section 4.01 (d) of the Loan Agreement)

The legal opinion of IFC’s counsel in the Country should cover the following matters:

	(a)		the organization, existence and operations of the Onshore Borrower and its authorized and subscribed capital stock;
	(b)		the matters referred to in subsections (a), (b) and (c), of Section 4.01 of the Loan Agreement;
	(c)		the title of the Onshore Borrower to, or other interest of the Onshore Borrower in, [the assets which are the subject of the IFC Security Onshore Borrower’s immovable and moveable assets;
	(d)		the title of the Guarantor to and in their shares in the Onshore Borrower;
	(e)		the authorization, execution, validity and enforceability of this Agreement, each of the other Transaction Documents (Except for Security Documents) and any other documents necessary or desirable to the implementation of any of those agreements or documents (other than those authorizations which can be expected to be obtained in the ordinary course of business and which it would be unreasonable to require at the time of the first Disbursement);
	(f)		the compliance with all obligations referred to in Section 2.16 (a) (Expenses);
	(g)		the liens, priorities or privileges, if any, that creditors of the Onshore Borrower, other than IFC, may have by reason of law;

SCHEDULE 5 (A)
Page 2 of 2

	(h)		IFC’s repatriation rights in respect of the Loan and the IFC Security; and
	(i)		such other matters relating to the transactions contemplated by this Agreement as IFC reasonably requests.

- 19 -

SCHEDULE 6

FORM OF LETTER TO ONSHORE BORROWER’S AUDITORS

(See Section 4.01(h) and Section 5.01(e) of
the Loan Agreement)

[Onshore Borrower’s Letterhead]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

Ladies and Gentlemen:

     We hereby authorize and request you to give to International Finance Corporation of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“IFC”), all such information as IFC may reasonably request with regard to the financial statements (both audited and unaudited). We have agreed to supply that information and those statements under the terms of a Loan Agreement between the undersigned company and IFC dated ___________, ____ (the “Loan Agreement”). For your information we enclose a copy of the Loan Agreement.

     For our records, please ensure that you send to us a copy of every letter that you receive from IFC immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

Yours truly,

Enclosure

cc:		Director [Name of Department] International Finance Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

SCHEDULE 7
Page 1 of 2

FORM OF ONSHORE BORROWER’S CERTIFICATION
ON DISTRIBUTION OF DIVIDENDS

(See Section 5.02 (a) of the Loan Agreement)
[Onshore Borrower’s Letterhead]

International Finance Corporation		[Date]
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention:		Re: [Country/                                        ]

Dear Sirs:

1. Please refer to the Loan Agreement (the “Loan Agreement”) dated ____________, ____ between [INSERT NAME OF APPLICABLE ONSHORE BORROWER.]] (the “Onshore Borrower”) and International Finance Corporation (“IFC”). Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

2. This is to inform you that the Onshore Borrower plans a distribution of dividends to its shareholders in the aggregate amount of ______________ (______), such distribution to commence on or about _________, _. Pursuant to Section 5.02 (a) of the Loan Agreement, the Onshore Borrower hereby certifies that, as at the date hereof:

	(a)		the proposed distribution will be out of retained earnings and such retained earnings do not include any amount resulting from the revaluation of any of the Onshore Borrower’s assets;
	(b)		the Project Physical Completion Date has occurred;
	(c)		such payment is made within ninety (90) days after an Interest Payment Date;
	(d)		after giving effect to the proposed distribution:

SCHEDULE 7
Page 2 of 2

(i)

no Event of Default or Potential Event of Default has occurred and is continuing;

(ii)

cash balance is not less than the next principal payment amount of the IFC Loan.

3. The Onshore Borrower undertakes not to give effect to the proposed distribution or any part thereof if, at the time of so doing or after giving effect to it, the Onshore Borrower could not certify the matters in section 2 of this certification.

Yours truly,
[INSERT NAME OF APPLICABLE ONSHORE BORROWER]

		By
				Authorized Representative

SCHEDULE 8
Page 1 of 3

INFORMATION TO BE INCLUDED IN ANNUAL AND QUARTERLY
REVIEW OF OPERATIONS

(See Sections 5.03 (a) (ii) and (d) of the Loan Agreement)

(1)

Sponsors and Shareholdings. Information on significant changes in share ownership of the Onshore Borrowers, the reasons for such changes, and the identity of major new shareholders.

(2)

Country Conditions and Government Policy. Report on any material changes in local conditions, including government policy changes, that directly affect the Onshore Borrowers (e.g. changes in government economic strategy, health sector policy, taxation, foreign exchange availability, price controls, and other areas of regulations.)

(3)

Management and Technology. Information on significant changes in (i) the Onshore Borrower’s senior management or organizational structure, and (ii) technology used by the Onshore Borrowers, including technical assistance arrangements.

(4)

Corporate Strategy. Description of any changes to the Onshore Borrowers’ corporate or operational strategy, including changes in service profile, degree of integration, and business emphasis.

(5)

Markets. Brief analysis of changes in the Onshore Borrowers’ market conditions (both primary and secondary), with emphasis on changes in reimbursement structure, market share and degree of competition.

(6)

Operating Performance. Discussion of the following operating indicators by Chindex on a consolidated basis, MPD, UFH business by markets, eg, Shanghai, Beijing and Guangzhou, etc.

Financial Information to be
Provided on a Quarterly Basis
(Including Previous Quarter
for Comparison)
Indicator		[__]Q 2[___]				[__]Q 2[___]
OPERATIONAL:
Outpatient visits per day
Inpatient Admissions
Inpatient Days
Beds in Service
Occupancy Rate
ALOS
Number of Physicians
Number of Nurses
Number of Employees
Revenue/Inpatient Day (Admission)
Revenue/Outpatient Visit
FINANCIAL
Revenue
EBITDA
SWB as a % of Revenue
Net Profit
Current Assets
Total Assets
Current Liabilities
Total Liabilities
Short Term Debt
Long Term Debt
Change in Working Capital
A/R Days
Inventory Days
A/P Days
Total Operating Cash Flow
Capex (both maintenance and discretionary)

(7)		Financial Condition. Key financial ratios for previous year, compared with ratios covenanted in the Loan Agreement.
(8)		Project Plan: Proposed plan prior to the finalizing of the applicable principal joint venture contract:

	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 reasonably request regarding the new JV hospitals.

(9)

Progress Report: a project progress report in respect of each hospital and clinic project then under construction as generally compared with the relevant budget for that project including but not limited to:

	a.		Cost changes — changes in estimated costs of major costs elements in Project Cost Data, and reasons for these changes;
	b.		Timetable changes — revision in the estimated project completion date and the reasons for the revision;
	c.		Additional financing arranged or under negotiation — sources of additional financing to cover cost changes; and
	d.		Other matters of importance — issues that were not anticipated but came to light since the end of the previous reporting period. Examples are rework needed after failing to pass building inspections and longshoremen’s strikes preventing the loading and delivery of imported machinery.

(10)

Approval Status Report: an update on the status of receipt or expected receipt of material permits, approvals, consents obtained and to be obtained from any Governmental Authority for the construction, development and operation of each of each new hospital or clinic.

(11)

Development Impact Report: an annual report for each hospital and clinic project within 120 days of the financial year including:

	a.		EBITDA for the past 12 months;
	b.		Taxes paid to the government (both business taxes and income taxes) for the past 12 months;
	c.		Number of employees;
	d.		Number of outpatients served;
	e.		Number of inpatients treated;
	f.		Value of training provided to staff for the past 12 months (both an average per staff member and an aggregate amount); and
	g.		Value of free or discounted treatment provided to patients for the past 12 months.