January 3, 2008 INTERNATIONAL FINANCE CORPORATION
January
3,
2008
INTERNATIONAL
FINANCE
CORPORATION
0000
Xxxxxxxxxxxx Xxx., X.X.
Washington,
D.C. 20433
United
States of America
Attention:
Health and Education Department
Ladies
and Gentlemen:
We
refer
to that certain Loan Agreement dated as of December 10, 2007 (as modified,
supplemented or amended from time to time, the “Loan Agreement”),
between Chindex International, Inc. (“Chindex”) and the
International Finance Corporation (“IFC”). Capitalized
terms used herein without definition shall have the meanings ascribed to them
in
the Loan Agreement.
Chindex
China Healthcare Finance, LLC, a wholly owned subsidiary of Chindex, will enter
into a Loan Agreement with DEG - Deutsche Investitions - Und
Entwicklungsgesellschaft (“DEG”) providing
for
additional financing to the Onshore Borrowers in a maximum amount of US$
20,000,000 (the “DEG
Facility”). The DEG Facility will be a senior secured
facility, ranking pari
passu in seniority with the IFC
and
sharing pro rata (based on outstanding loan amounts) in the security interest
granted over Chindex's ownership interest in the Onshore Borrowers, the security
interest granted over the assets of the Onshore Borrowers and any proceeds
from
the enforcement of such security interests.
The
IFC
hereby consents to the entering into of the DEG Facility and agrees that the
Loan Agreement is hereby amended to reflect that the DEG Facility will be in
the
amount of US$ 20,000,000. Further, the IFC agrees to coordinate with
DEG so that the DEG Facility rank pari passu in seniority with
the IFC and share pro rata on the security interest granted pursuant to the
Security Documents and the proceeds of any enforcement thereof, whether (a)
through a single loan agreement where both DEG and IFC are listed as lenders,
(b) through separate loan agreements with the IFC taking a first priority
security interest under the Security Documents delivered pursuant to the Loan
Agreement, DEG taking a second priority security interest under the security
documents delivered pursuant to the DEG Facility ,and a Security Sharing
Agreement providing for the pari passu ranking and pro
rata sharing of the combined security interests granted to the IFC and DEG,
or
(c) any other structure as may be reasonably acceptable to DEG, the IFC and
Chindex.
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW
YORK (NOT INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Except
as
specifically modified hereby, the Transaction Documents shall remain unmodified
and is specifically confirmed to be in full force and effect. This
letter is limited to the matters set forth above and shall not be deemed to
(i)
constitute a modification of any other matter in connection with the Transaction
Documents, or (ii) prejudice the exercise of any or all of the rights or
remedies of the IFC under the Transaction Documents or any other instrument
referred to therein or executed in connection therewith, all of which rights
and
remedies are reserved.
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Very
truly yours,
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CHINDEX
INTERNATIONAL, INC.
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By:
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/s/
Xxxxxxxx Xxxxxx
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Name:
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Xxxxxxxx
Xxxxxx
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Title:
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Chief
Financial Officer
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Agreed
and Accepted by
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INTERNATIONAL
FINANCE CORPORATION
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By:
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/s/
Xxxxxxx Xxxxx
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Name:
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Xxxxxxx
Xxxxx
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Title:
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Manager
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