EXECUTION
VERSION

    


    FIRST
AMENDMENT AGREEMENT TO LOAN AGREEMENT

    


    FIRST
AMENDMENT AGREEMENT TO LOAN AGREEMENT, dated as of February 26, 2010 (this
“First
Amendment”), among SYNUTRA INTERNATIONAL, INC., a Delaware corporation
(the “Borrower”), THE ROYAL
BANK OF SCOTLAND N.V.(formerly known as ABN AMRO Bank N.V.), as administrative
agent (in such capacity, the “Administrative
Agent”), collateral agent (in such capacity, the “Collateral Agent”)
and arranger (in such capacity, the “Arranger”) and the
Lenders (as defined below) party to the Loan Agreement (as defined
below).  Unless otherwise indicated, all capitalized terms used herein
(including in this preamble and in the recitals hereto) and not otherwise
defined shall have the respective meanings provided such terms in the Loan
Agreement (as amended by this First Amendment).  The rules of
construction specified in Sections 1.02 through
1.05 of the
Loan Agreement shall apply to this First Amendment including the terms defined
in the preamble and recitals hereto.

    


    WITNESSETH:

    


    WHEREAS,
the Borrower, the lenders from time to time party thereto (each, a “Lender” and,
collectively, the “Lenders”), the
Administrative Agent, the Collateral Agent and the Arranger are parties to a
Loan Agreement, dated as of October 11, 2007 (the “Loan
Agreement”);

    


    WHEREAS,
an Event of Default under each of Sections 8.01(b) and
(c) of the Loan Agreement (together, the “Designated Events of
Default”) has occurred by the Borrower’s breaches of certain covenants of
the Loan Agreement as set out in ANNEX I (Designated Breaches) (the
“Designated
Breaches”).

    


    WHEREAS,
the Borrower acknowledges and agrees that as a result of the Designated Breaches
and the Designated Events of Default, the Lenders would be entitled to exercise
certain rights and remedies under the Loan Documents and applicable
law;

    


    WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent waive
their rights and remedies on account of the Designated Breaches and the
Designated Events of Default;

    


    WHEREAS,
the Borrower has also requested that the Lenders and the Administrative Agent
effect certain amendments to the Loan Agreement;

    


    WHEREAS,
the Lenders have agreed to the foregoing requests on the terms and conditions
set forth in this First Amendment as herein provided;

    


    NOW,
THEREFORE, it is agreed:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    A. Limited
Waiver

     

    1.         As
of the First Amendment Effective Date (as defined below), the Finance Parties
agree to waive the Designated Breaches and the Designated Events of Default, it
being understood that none of the Finance Parties shall be entitled, as of or
after the First Amendment Effective Date, to accelerate the Loans or exercising
any other remedies pursuant to the Loan Agreement or under applicable law,
against the Borrower or its Subsidiaries or its or their officers, employees,
directors or representatives, solely as a result of the Designated Breaches or
the Designated Events of Default.
 

    2.         The
limited waiver set forth herein shall be limited precisely as written and shall
relate solely to the Designated Breaches and the Designated Events of Default
and nothing in this First Amendment shall be deemed to:

    


    (a) constitute a
waiver by the Finance Parties with respect to (i) any other term, provision or
condition of the Loan Documents or (ii) any other instrument or agreement
referred to therein (whether in connection with the above waiver otherwise);
or

    


    (b) without
limiting the effect of Section A.1 above,
prejudice any other right or remedy that the Finance Parties may now have or may
have in the future under or in connection with the Loan Documents and any other
instrument or agreement referred to therein or under applicable
law.

    


    B. Amendments to, and
Agreements With Respect to, the Loan Agreement.

    


    The
parties hereto hereby agree that on the First Amendment Effective Date (as
defined below), the Loan Agreement is hereby amended to incorporate the
blacklined changes shown on the marked copy of the Loan Agreement in the form
attached hereto as Annex II (as so amended, the “Amended Loan Agreement”).

    


    C. Miscellaneous
Provisions.

    


    1.         In
order to induce the Administrative Agent and the Lenders party hereto to enter
into this First Amendment, the Borrower hereby represents and warrants
that:

    


    (a) the
execution, delivery and performance by the Borrower of this First Amendment has
been duly authorized by all necessary corporate (or equivalent) action and each
of this First Amendment and the Loan Agreement (as modified by this First
Amendment) is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, receivership,
moratorium or similar laws relating to or limiting creditors’ rights generally
or (ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law);

    


    (b) this First
Amendment has been duly executed and delivered by the Borrower;

    


    (c) both
immediately before and immediately after giving effect to this First Amendment,
no Default or Event of Default (other than the Designated Events
of  Default) shall have occurred and be continuing under the Loan
Agreement or the Loan Agreement (as amended by this First Amendment), as
applicable; and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (d) each of the
representations and warranties set forth in Article 5 of the Loan Agreement (as
amended by this First Amendment) and in the other Loan Documents shall be true
and correct in all material respects on and as of the First Amendment Effective
Date (as defined below) with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects as of such earlier
date.

    


    2.         The
execution, delivery and effectiveness of this First Amendment shall not operate
as a waiver of any Default or Event of Default or any right, power or remedy of
the Administrative Agent or any Lender or any Loan Documents, nor constitute a
waiver of any provision of the Loan Agreement or any Loan Documents, except as
specifically set forth herein.

    


    3.         This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

    


    4.         THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

    


    5.         This
First Amendment shall become effective on the first Business Day (the “First Amendment Effective
Date”) when each of the following conditions shall have been satisfied or
waived by the Administrative Agent (acting on the instructions of all the
Lenders):

    


    (a)         
the Administrative Agent shall have received (x) a good standing certificate
from the Secretary of State of the State of Delaware dated no earlier than
fifteen (15) days prior to the First Amendment Effective Date, indicating that
the Borrower is in good standing in its jurisdiction of incorporation and (y)
copies of the certificate of incorporation and bylaws of the Borrower, certified
by the Secretary of State of Delaware or, if such document is of a type that may
not be so certified, certified by the secretary or similar officer of the
Borrower;

    


    (b)         
the Administrative Agent shall have received a certificate by the secretary or
similar officer of the Borrower certifying the signatures and incumbency of any
Responsible Officer authorized to act in connection with this First
Amendment;

    


    (c)         
the Administrative Agent shall have received resolutions of the board of
directors of the Borrower approving and authorizing the execution, delivery and
performance of this First Amendment, certified as of the First Amended Effective
Date by the secretary or similar officer of the Borrower as being in full force
and effect without modification or amendment;



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (d)         
the Administrative Agent shall have received an opinion from O’Melveny &
Meyers LLP, the Borrower’s New York and Delaware counsel, in form and substance
reasonably satisfactory to the Administrative Agent and addressed to the
Administrative Agent and each of the Lenders to the Loan Agreement on the First
Amendment Effective Date and dated the First Amendment Effective Date covering
such matters relating to this First Amendment and the transactions contemplated
herein as the Administrative Agent may reasonably request;

    


    (e)         
the Borrower shall have paid the legal fees of White & Case, LLP, as counsel
to the Administrative Agent, in an amount not to exceed  $50,000 (plus
reasonable legal out-of-pocket costs and expenses) to the extent then due and
invoiced on or before the First Amendment Effective Date;

    


    (f)         
the Borrower shall have paid to the Administrative Agent for the account of each
Lender a non-refundable cash fee in US Dollars in an amount equal to 50 basis
points (0.50%) on an amount equal to the aggregate principal amount of all Loans
of such Lender outstanding on the First Amendment Effective Date (which fee
shall not be subject to counterclaim or set-off, or be otherwise affected by,
any claim or dispute relating to any other matter);

    


    (g)         
each of the Borrower, the Administrative Agent and each Lender constituting the
Required Lenders (as defined in the Loan Agreement prior to giving effect to
this First Amendment) shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered (including by way of
facsimile or other electronic transmission) the same to the Administrative
Agent;

    


    (h)         
the Administrative Agent shall have received a certificate signed by a
Responsible Officer of the Borrower certifying that since the date of the most
recently filed Form 10-Q, as of the First Amendment Effective Date after giving
effect to the waiver set forth herein, there has been no event or circumstance,
either individually or in the aggregate, that has had or would be reasonably
expected to have a Material Adverse Effect; and

    


    (i)         
delivery of the items specified in Section 6.16 of the Loan Agreement (as
amended pursuant to this First Amendment) for the calendar month ending on
December 31, 2009 and January 31, 2010.

    


    6.         Promptly
after the Administrative Agent shall have determined, on the basis of
information then available to it and advice of counsel, that each of the
conditions precedent set forth in Section 5 has been satisfied or (with
the written consent of the Lenders) waived, the Administrative Agent shall
provide each of the Lenders and the Borrower with a written notice (which may be
by e-mail) confirming such determination, and the First Amendment Effective Date
shall occur on such date.

    


    7.         From
and after the First Amendment Effective Date, (i) all references in the Loan
Agreement and each of the other Loan Documents to the Loan Agreement shall be
deemed to be references to the Loan Agreement, as modified hereby and (ii) this
First Amendment shall be deemed to constitute a “Loan Document” for all purposes
of the Loan Agreement.

    


    * *
*


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this First Amendment as of the date first above
written.


    


    
      
        	 
      	
                SYNUTRA
      INTERNATIONAL, INC., as Borrower

              
	 
      	 
      
	 
      	
                By: 

              	
                /s/ Liang
      Zhang 

              
	 
      	 
      	
                Name:
      Liang Zhang

              
	 
      	 
      	
                Title:
        Chief Executive
Officer

              


      

    

    


    
      
        	 
      	
                THE
      ROYAL BANK OF SCOTLAND N.V., as

                Administrative
      Agent and Collateral Agent

              
	 
      	 
      
	 
      	
                By: 

              	
                /s/ Jessica
      Goh

              
	 
      	 
      	
                Name:
      Jessica Goh

              
	 
      	 
      	
                Title:
        Vice President

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Irene
      Ng  

              
	 
      	 
      	
                Name:
      Irene Ng

              
	 
      	 
      	
                Title:
        Assistant Manager

              


      

    

    


    
      
        	 
      	
                THE
      ROYAL BANK OF SCOTLAND N.V., as

                Arranger

              
	 
      	 
      
	 
      	
                By: 

              	
                /s/ LAY THENG, TAN
      (RICOLE)

              
	 
      	 
      	
                Name:
      LAY THENG, TAN (RICOLE)

              
	 
      	 
      	
                Title:
        DIRECTOR

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ C.K.
      Wong

              
	 
      	 
      	
                Name:
      C.K. Wong

              
	 
      	 
      	
                Title:
        Director

              


      

    

    


    - Synutra
First Amendment Agreement to Loan Agreement Signature Page
-



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                THE
      ROYAL BANK OF SCOTLAND N.V.

                ACTING
      THROUGH ITS HONG KONG

                BRANCH
      as Lender

              
	 
      	 
      
	 
      	
                By: 

              	
                /s/ LAY THENG, TAN
      (RICOLE)

              
	 
      	 
      	
                Name:
      LAY THENG, TAN (RICOLE)

              
	 
      	 
      	
                Title:
        DIRECTOR

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ C.K.
      Wong

              
	 
      	 
      	
                Name:
      C.K. Wong

              
	 
      	 
      	
                Title:
        Director

              
	 
      	 
      	 
      
	 
      	
                SHINHAN
      ASIA LIMITED, as Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Kim, Young
      Sik

              
	 
      	 
      	
                Name:
      Kim, Young Sik

              
	 
      	 
      	
                Title:
        Executive
Director

              


      

    

    


    - Synutra
First Amendment Agreement to Loan Agreement Signature Page -


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Annex
I

     

    DESIGNATED
BREACHES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 	
                                              Loan
Agreement

                                            	 	 
      
	
                                              No.

                                            	 	
                                              Section

                                            	 	
                                              Default

                                            
	 
      	 	 
      	 	 
      
	
                                              1.

                                            	 	
                                              Section
      7.04 (a)

                                            	 	
                                              Borrower’s failure
      to comply with the covenant that the Consolidated Interest
      Coverage Ratio as of the end of each fiscal quarter ending on or
      before December 31, 2009 shall not be lower than
      5.00.

                                            
	 
      	 	 
      	 	 
      
	
                                              2.

                                            	 	
                                              Section
      7.04 (b)

                                            	 	
                                              (i)       Borrower’s
      failure to comply with the covenant that the Consolidated Leverage Ratio
      of the Borrower as of the end of the fiscal quarter ending on September
      30, 2008 shall not be higher than 2.00;

                                            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	
                                              (ii)      Borrower’s
      failure to comply with the covenant that the Consolidated Leverage Ratio
      of the Borrower as of the end of each fiscal quarter beginning on October
      1, 2008 (inclusive) and ending on September 30, 2009 (inclusive) shall not
      be higher than 1.80; and

                                            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	
                                              (iii)     Borrower’s
      failure to comply with the covenant that the Consolidated Leverage Ratio
      of the Borrower as of the end of the fiscal quarter beginning on October
      1, 2009 (inclusive) and ending on December 31, 2009 (inclusive) shall not
      be higher than 1.50.

                                            
	 
      	 	 
      	 	 
      
	
                                              3.

                                            	 	
                                              Section
      7.04 (c)

                                            	 	
                                              (i)       Borrower’s
      failure to comply with the covenant that the Consolidated Tangible Net
      Worth of the Borrower on each date during the period beginning on October
      1, 2008 (inclusive) and ending on December 31, 2008 (inclusive) shall not
      be less than US$132,000,000; and

                                            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	
                                              (ii)      Borrower’s
      failure to comply with the covenant that the Consolidated Tangible Net
      Worth of the Borrower on each date during the period beginning on January
      1, 2009 (inclusive) and ending on December 31, 2009 (inclusive)shall not
      be less than
US$200,000,000.

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	 	
                            Loan
Agreement

                          	 	 
      
	
                            No.

                          	 	
                            Section

                          	 	
                            Default

                          
	 
      	 	 
      	 	 
      
	
                            4.

                          	 	
                            Section
      7.04(d)

                          	 	
                            (i)       Borrower’s
      failure to comply with the covenant that the ratio of Consolidated
      Indebtedness to Consolidated Tangible Net Worth on each date during the
      period beginning on October 1, 2008 (inclusive) and ending on December 31,
      2008 (inclusive) shall not be higher than 0.80; and

                          
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	
                            (ii)      Borrower’s
      failure to comply with the covenant that the ratio of Consolidated
      Indebtedness to Consolidated Tangible Net Worth on each date during the
      period beginning on January 1, 2009 (inclusive) and ending on December 31,
      2009 (inclusive) shall not be higher than 0.70.

                          
	 
      	 	 
      	 	 
      
	
                            5.

                          	 	
                            Sections
      6.01,

                            6.02
      and 6.13

                          	 	
                            Borrower’s
      failure to comply with Sections 6.01, 6.02 and 6.13 on or prior to the
      First Amendment Effective Date with respect to the Designated Breaches and
      failure to deliver related compliance
  certificates.

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Annex II

     

    AMENDED
LOAN AGREEMENT

    


    
      Execution
Version 

        
          

        

      

       

      LOAN AGREEMENT

    

     

    dated as of October 11,
2007

     

    among

     

    Synutra
International, Inc.,


     

    ABN
AMROThe
Royal Bank of
Scotland
N.V.,


     

    as Administrative Agent and Collateral
Agent,


     

    ABN
AMROThe
Royal Bank of
Scotland
N.V.,


     

    as Arranger


     

    and


     

    The Lenders Party Hereto

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF CONTENTS 

      
        

      

    

    
      


    

    
      
        
          
            
              	 
      	
                      Page

                    
	
                      ARTICLE
      1

                    	 
      
	
                      Definitions
      and Accounting Terms

                    	 
      
	 
      	 
      
	
                      Section
      1.01.1.01
      .  Defined
      Terms.  :

                    	
                      1

                    
	
                      Section
      1.02.1.02
      .  Other Interpretive
      Provisions
      15.

                    	
                      17

                    
	
                      Section
      1.03.1.03
      .  Accounting
      Terms
      16.

                    	
                      18

                    
	
                      Section
      1.04.1.04
      .  References to
      Agreements, Laws and Persons
      16.
      .

                    	
                      18

                    
	
                      Section
      1.05.1.05
      .  Times of
      Day
      16.

                    	
                      18

                    
	 
      	 
      
	
                      ARTICLE
      2

                    	 
      
	
                      The
      Commitments and the Loans

                    	 
      
	 
      	 
      
	
                      Section
      2.01.2.01
      .  Loans.

                    	
                      1618

                    
	
                      Section
      2.02.2.02
      .  Prepayments.

                    	
                      1719

                    
	
                      Section
      2.03.2.03
      .  Repayment of
      Loans
      17.

                    	
                      20

                    
	
                      Section
      2.04.2.04
      .  Interest.

                    	
                      1720

                    
	
                      Section
      2.05.2.05
      .  Computation of
      Interest
      18.

                    	
                      21

                    
	
                      Section
      2.06.2.06
      .  Evidence of
      Debt
      18.

                    	
                      21

                    
	
                      Section
      2.07.2.07
      .  Payments
      Generally; Administrative Agent’s Clawback
      18.

                    	
                      21

                    
	
                      Section
      2.08.2.08
      .  Sharing of
      Payments by Lenders
      20.

                    	
                      23

                    
	
                      Section
      2.09.2.09
      .  Fees
      and Expenses.

                    	
                      2123

                    
	 
      	 
      
	
                      ARTICLE
      3

                    	 
      
	
                      Taxes,
      Yield Protection and Illegality

                    	 
      
	 
      	 
      
	
                      Section
      3.01.3.01
      .  Taxes.

                    	
                      2124

                    
	
                      Section
      3.02.3.02
      .  Illegality
      23.

                    	
                      26

                    
	
                      Section
      3.03.3.03
      .  Inability To
      Determine LIBOR
      23.

                    	
                      26

                    
	
                      Section
      3.04.3.04
      .  Increased Cost and
      Reduced Return; Capital Adequacy.

                    	
                      2426

                    
	
                      Section
      3.05.3.05
      .  Funding
      Losses
      24.
      .

                    	
                      27

                    
	
                      Section
      3.06.3.06
      .  Requests for
      Compensation
      24.

                    	
                      27

                    
	
                      Section
      3.07.3.07
      .  Survival
      25.

                    	
                      27

                    
	 
      	 
      
	
                      ARTICLE
      4

                    	 
      
	
                      Conditions
      Precedent

                    	 
      
	 
      	 
      
	
                      Section
      4.01.  4.01
      . Conditions to
      All Credit Extensions
      25.

                    	
                      27

                    
	 
      	 
      
	
                      ARTICLE
      5

                    	 
      
	
                      Representations
      and Warranties

                    	 
      
	 
      	 
      
	
                      Section
      5.01.5.01
      .  Existence,
      Qualification and Power; Compliance with Laws
      28.

                    	
                      30

                    
	
                      Section
      5.02.5.02
      .  Authorization; No
      Contravention
      28.  .

                    	
                      31

                    


            

          

        

      

      

        
          
             


          

          
            i

            
              

            

          

          
             


          

        


        
          
            	
                    Section
      5.03.5.03
      .  Governmental
      Authorization; Other Consents
      28.

                  	
                    31

                  
	
                    Section
      5.04.5.04
      .  Binding
      Effect
      28.

                  	
                    31

                  
	
                    Section
      5.05.5.05
      .  Disclosure
      Documents; No Material Adverse Effect.

                  	
                    2931

                  
	
                    Section
      5.06.5.06
      .  Litigation
      29.

                  	
                    31

                  
	
                    Section
      5.07.5.07
      .  No
      Default
      29.

                  	
                    31

                  
	
                    Section
      5.08.5.08
      .  Ownership of
      Collateral; Liens.

                  	
                    2932

                  
	
                    Section
      5.09.5.09
      .  Taxes
      29.

                  	
                    32

                  
	
                    Section
      5.10.5.10
      .  Subsidiaries
      29.

                  	
                    32

                  
	
                    Section
      5.11.5.11
      .  Investment Company
      Act
      30.

                  	
                    32

                  
	
                    Section
      5.12.5.12
      .  Disclosure
      30.

                  	
                    32

                  
	
                    Section
      5.13.5.13
      .  Compliance with
      Laws
      30.

                  	
                    32

                  
	
                    Section
      5.14.5.14
      .  Security
      Interests
      30.

                  	
                    33

                  
	
                    Section
      5.15.5.15
      .  Pari
      Passu Ranking
      30.

                  	
                    33

                  
	
                    Section
      5.16.5.16
      .  Corporate
      Chart
      30.

                  	
                    33

                  
	
                    Section
      5.17.5.17
      .  Government
      Approvals
      30.

                  	
                    33

                  
	
                    Section
      5.18.5.18
      .  Distributions
      31.

                  	
                    33

                  
	
                    Section
      5.19.5.19
      .  Common
      Stock
      31.

                  	
                    33

                  
	 
      	 
      
	
                    ARTICLE
      6

                  	 
      
	
                    Affirmative
      Covenants

                  	 
      
	 
      	 
      
	
                    Section
      6.01.6.01
      .  Information
      31.

                  	
                    33

                  
	
                    Section
      6.02.6.02
      .  Notices
      31.

                  	
                    34

                  
	
                    Section
      6.03.6.03
      .  Payment of
      Obligations
      31.

                  	
                    34

                  
	
                    Section
      6.04.6.04
      .  Preservation of
      Existence, etc
      32.
      .

                  	
                    34

                  
	
                    Section
      6.05.6.05
      .  Compliance with
      Laws
      32.

                  	
                    34

                  
	
                    Section
      6.06.6.06
      .  Books and
      Records
      32.

                  	
                    35

                  
	
                    Section
      6.07.6.07
      .  Inspection
      Rights
      32.

                  	
                    35

                  
	
                    Section
      6.08.6.08
      .  Use
      of Proceeds
      32.

                  	
                    35

                  
	
                    Section
      6.09.6.09
      .  Know
      Your Customer Checks
      33.

                  	
                    35

                  
	
                    Section
      6.10.6.10
      .  Pari
      Passu Ranking
      33.

                  	
                    35

                  
	
                    Section
      6.11.6.11
      .  Unlawful
      Contributions
      33.

                  	
                    36

                  
	
                    Section
      6.12.6.12
      .  Distributions
      33.

                  	
                    36

                  
	
                    Section
      6.13.6.13
      .  Compliance
      Certificates.

                  	
                    3336

                  
	
                    Section
      6.14.6.14
      .  Further Assurances
      34.

                  	
                    36

                  
	
                    Section
      6.15.  6.15  Synutra, Inc
      34.

                  	
                    37

                  
	
                    Section
      6.16  Monthly
      Reports.

                  	
                    38

                  
	
                    Section
      6.17  Cash
      Deposit Account and Cash Deposit..

                  	
                    38

                  
	 
      	 
      
	
                    ARTICLE
      7

                  	 
      
	
                    Negative
      Covenants

                  	 
      
	 
      	 
      
	
                    Section
      7.01.7.01
      .  Liens
      35.

                  	
                    38

                  
	
                    Section
      7.02.7.02
      .  Fundamental
      Changes
      35.

                  	
                    38

                  
	
                    Section
      7.03.7.03
      .  Restricted
      Payments on Stock
      35.
      .

                  	
                    39

                  
	
                    Section
      7.04.7.04
      .  Financial
      Covenants.
      36 .

                  	
                    39

                  


          

        

      

    

     

    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    
      
        
          	
                  Section
      7.05.7.05
      .  Dispositions
      37.

                	
                  40

                
	
                  Section
      7.06
      .  Distributions.

                	
                  41

                
	 
      	 
      
	
                  ARTICLE
      8

                	 
      
	
                  Events
      of Default and Remedies

                	 
      
	 
      	 
      
	
                  Section
      8.01.8.01
      .  Events of
      Default
      37.

                	
                  41

                
	
                  Section
      8.02.8.02
      .  Remedies Upon
      Event of Default
      40.

                	
                  44

                
	
                  Section
      8.03.8.03
      . Application of
      Funds
      40.

                	
                  44

                
	 
      	 
      
	
                  ARTICLE
      9

                	 
      
	
                  Administrative
      Agent

                	 
      
	 
      	 
      
	
                  Section
      9.01.9.01
      .  Appointment and
      Authority.

                	
                  4145

                
	
                  Section
      9.02.9.02
      .  Rights as a
      Lender
      42.

                	
                  46

                
	
                  Section
      9.03.9.03
      .  Exculpatory
      Provisions
      42.

                	
                  46

                
	
                  Section
      9.04.9.04
      .  Reliance by
      Administrative Agent
      43.  .

                	
                  47

                
	
                  Section
      9.05.9.05
      .  Delegation of
      Duties
      43.

                	
                  47

                
	
                  Section
      9.06.9.06
      .  Resignation of
      Administrative Agent
      44.

                	
                  48

                
	
                  Section
      9.07.9.07
      .  Non-reliance on
      Administrative Agent and Other Lenders
      44.
      .

                	
                  48

                
	
                  Section
      9.08.9.08
      .  Administrative
      Agent May File Proofs of Claim
      44.

                	
                  48

                
	
                  Section
      9.09.9.09
      .  Collateral
      Matters
      45.

                	
                  49

                
	
                  Section
      9.10.9.10
      .  No
      Other Duties
      46.

                	
                  50

                
	 
      	 
      
	
                  ARTICLE
      10

                	 
      
	
                  Miscellaneous

                	 
      
	 
      	 
      
	
                  Section
      10.01.10.01
      .  Amendments,
      etc
      46.

                	
                  50

                
	
                  Section
      10.02.10.02
      .  Notices and Other
      Communications; Facsimile Copies.

                	
                  4751

                
	
                  Section
      10.03.10.03
      .  No
      Waiver; Cumulative Remedies
      48.

                	
                  52

                
	
                  Section
      10.04.10.04
      .  Attorney Costs,
      Expenses, Taxes and Indemnities
      48.

                	
                  52

                
	
                  Section
      10.05.10.05
      .  Payments Set
      Aside
      50.

                	
                  54

                
	
                  Section
      10.06.10.06
      .  Successors and
      Assigns; Participations.

                	
                  5155

                
	
                  Section
      10.07.10.07
      .  Confidentiality
      52.

                	
                  56

                
	
                  Section
      10.08.10.08
      .  Set-off
      53.

                	
                  57

                
	
                  Section
      10.09.10.09
      .  Interest Rate
      Limitation
      53.

                	
                  58

                
	
                  Section
      10.10.10.10
      .  Counterparts
      54.

                	
                  58

                
	
                  Section
      10.11.10.11
      .  Integration;
      Effectiveness
      54.

                	
                  58

                
	
                  Section
      10.12.10.12
      .  Survival of
      Representations and Warranties
      54.

                	
                  58

                
	
                  Section
      10.13.10.13
      .  Severability
      54.

                	
                  58

                
	
                  Section
      10.14.10.14
      .  Governing
      Law.

                	
                  5559

                
	
                  Section
      10.15.10.15
      .  Waiver of Right to
      Trial by Jury
      55.

                	
                  59

                
	
                  Section
      10.16.10.16
      .  New
      York Process Agent
      56.

                	
                  60

                
	
                  Section
      10.17.10.17
      .  No
      Advisory or Fiduciary Responsibility
      56.

                	
                  60

                
	
                  Section
      10.18.10.18
      .  Obligation
      Currency
      57.

                	
                  61

                


        

      

    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SCHEDULES

                            
	 
      	
                              2.01

                            	Lenders
	 
      	
                              5.10

                            	Subsidiaries of the
      Borrower
	 
      	
                              5.16

                            	Corporate Chart of the
      Borrower
	 
      	
                              7.01

                            	Existing Liens
	 
      	
                              10.02

                            	Notice Addresses and Lending
      Office
	 
      	 
      	 	 
      
	
                              EXHIBITS

                            
	 	 	 	 
	 
      	
                              Exhibit A

                            	 	
                              Form of Collateral
      Agreement

                            
	 
      	
                              Exhibit B

                            	 	
                              Form of Loan Drawdown
      Notice

                            
	 
      	
                              Exhibit C

                            	 	
                              Form of U.S. Counsel
      Opinion

                            
	 
      	
                              Exhibit D

                            	 	
                              Form of PRC Counsel
      Opinion

                            
	 
      	
                              Exhibit E

                            	 	
                              Form of Illinois Counsel
      Opinion

                            
	 
      	
                              Exhibit F

                            	 	
                              Form of Assignment and
      Assumption

                            


                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            iv

            
              

            

          

          
             


          

        
 

    

    LOAN AGREEMENT

     

    This LOAN AGREEMENT (as amended,
supplemented, restated or otherwise modified from time to time, the “Agreement”) is entered into as of October 11, 2007
by and among Synutra International, Inc., a Delaware corporation (the
“Borrower”), ABN
AMROThe
Royal Bank of
Scotland N.V., as
Administrative Agent and Collateral Agent, ABN
AMROThe
Royal Bank of
Scotland N.V., as Arranger
and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

     

    In consideration of the mutual covenants
and agreements herein contained, the parties hereto covenant and agree as
follows:

     

    ARTICLE
1

    Definitions and Accounting
Terms

     

    Section
1.01.  Defined
Terms.  As used
in this Agreement, the
following terms shall have the meanings set forth below:

     

    “ABN
AMRORBS” means The Royal
Bank of Scotland N.V. (formerly
known as ABN AMRO Bank
N.V.).

     

    “Administrative
Agent” means ABN
AMRORBS in its capacity as administrative agent
under any of the Loan
Documents, or any successor administrative agent.

     

    “Administrative
Agent’s Office” means the Administrative
Agent’s address and, as appropriate, account
as set forth on Schedule 10.02, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower
and the Lenders.

     

    “Administrative
Details Form” means an Administrative Details Form in
a form supplied by the Administrative Agent.

     

    “Affiliate” means, with respect to any Person,
another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.  “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person,
whether through the ability to exercise voting power, by contract or
otherwise.  “Controlling” and “Controlled” have meanings correlative
thereto.  In any event, each Permitted Holder and its Affiliates shall
be deemed Affiliates of the Borrower.

     

    “Agreement” has the meaning specified in the
introductory paragraph hereto.

     

    “Alternate Interest
Rate” means a rate per annum equal to the sum
of (i) the Base Rate plus (ii) the Applicable Rate.

     

    “Applicable
Percentage” means for each Lender the
percentage set forth in
Schedule 2.01 hereto or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such percentage may be adjusted
from time to time in accordance with this Agreement.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Applicable
Rate” means for any
day 3.5(a) for the
period beginning on the Closing Date and ending on the First Amendment Effective
Date, 3.5% per annum, and (b) for the period commencing on the First Amendment
Effective Date, 4.5% per
annum.

     

    “Arranger” means ABN
AMRORBS in its capacity as arranger under any of the
Loan Documents, or any successor arranger.

     

    “Assignee” has the meaning specified in
Section 10.06(a).

     

    “Assignment and
Assumption” means an assignment and assumption
entered into by a Lender and an Assignee (with the consent of the Administrative
Agent if such consent is required by Section10.06(a)), and accepted by the
Administrative Agent, in
substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

     

    “Attorney
Costs” means and includes all reasonable fees,
expenses and disbursements of any law firm or other external
counsel.

     

    “Attributable
Indebtedness” means, on any date, (a) in respect of any
Capitalized Lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining
lease or similar payments under the relevant lease or other applicable agreement
or instrument that would appear on a balance sheet of such Person prepared as of
such date in accordance with GAAP if such lease or other agreement or instrument were
accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
Person.

     

    “Availability
Period” means the period from and including the
Closing Date to the earliest of (i) the date that falls 90 days after the
Closing Date, (ii) any date
of termination of the Commitment pursuant to Section 8.02(a) and (iii) the date on which the
full amount of the Commitment shall have been borrowed hereunder.  The
Borrower acknowledges and agrees that the Availability Period has
expired prior to
the First Amendment Effective Date.

     

    “Baoquanling” shall have
the meaning specified in the definition of “Qualifying Excess Cash”.

     

    “Base Rate” means, (i) in relation to any Loan,
the arithmetic mean of the rates (rounded upwards to 4 decimal places) as
supplied to the Administrative Agent at its request quoted by the Reference
Banks to leading banks in the London interbank market as of 11:00 a.m. London
time on the Quotation Day for the offering of deposits in US Dollars for a
period comparable to the Interest Period for that Loan and (ii) in relation to
any Obligation other than a Loan, the arithmetic mean of the rates (rounded
upwards to 4 decimal places) as supplied to the Administrative Agent at its
request quoted by the Reference Banks to leading banks in the London interbank
market as of 11:00 a.m. London time on the Quotation Day for the offering of
overnight deposits in US Dollars.

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “Borrower” means, Synutra International, Inc., a
company organized under the laws of the State of Delaware.

     

    “Bridge
Loan” has the meaning
specified in Section 6.08(a).

     

    “Business
Day” means any day other
than a Saturday, Sunday or other day on which commercial banks are authorized to
close under the Laws of, or are in fact closed in, the State of New York, Hong
Kong or Singapore and on which dealings in US Dollar deposits are conducted by
and between banks in the London interbank eurodollar market.

     

    “Capital
Stock” means, with respect
to any Person, any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-voting) in equity of such
Person, whether outstanding on the Closing Date or issued thereafter, including,
without limitation, all common stock and preferred stock.

     

    “Capitalized
Leases” means all leases
that have been or should be, in accordance with GAAP, recorded as capitalized
leases.

     

    “Cash
Deposit” means,
from time to time, the amount standing to the credit of the Cash Deposit
Account.

     

    “Cash
Deposit Account” means an
account in the name of the Borrower opened with ABN Amro Bank (China) Co.,
Ltd.

     

    “Change of
Control” means the
occurrence of one or more of the following events:

     

    (a)           the sale of all or substantially all the
assets of the Borrower to another Person or any merger, amalgamation or
consolidation involving the Borrower in which the Borrower shall not be the
surviving Person;

     

    (b)          at any time the Permitted Holders are
the beneficial owners and “control”, as determined pursuant to Rule 13d-3 under
the United States Securities Exchange Act of 1934, as amended, less than 50.1%
of the total voting power of the Voting Stock of the Borrower (or any successor
entity); or

     

    (c)           the adoption of a plan relating to the
liquidation or dissolution of the Borrower.

     

    “Closing
Date” means the date of
this Agreement.

     

    “Collateral” means any and all “Collateral” as
defined in the Collateral Agreement and any other collateral under any other
Security Document.

     

    “Collateral
Agent” means ABN
AMRORBS in its capacity as collateral agent
under any of the Loan Documents, or any successor collateral
agent.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    “Collateral
Agreement” means the
Collateral Agreement dated as of the date hereof (as amended from time to time)
among Synutra International, Inc. as Borrower and as Lien Grantor, Synutra, Inc.
and ABN
AMRORBS, as Administrative Agent and Collateral
Agent, substantially in the form of Exhibit A hereto.

     

    “Collateral Permitted
Liens” means any Permitted
Lien set forth in clause (a) or (b) of the definition of Permitted
Liens.

     

    “Collateral
Requirement” means the
requirement that:

     

    (a)           the Administrative Agent and Collateral
Agent shall have received counterparts of the Collateral Agreement duly executed
and delivered on behalf of each of Synutra International as Borrower and Lien
Grantor and Synutra, Inc., together with certificates for the Pledged Stocks
delivered in accordance with the Collateral Agreement;

     

    (b)           all documents and instruments, including
Uniform Commercial Code financing statements, required by law or reasonably
requested by the Administrative Agent or the Collateral Agent to be filed,
registered or recorded to create the Liens intended to be created by the
Collateral Agreement and perfect or record such Liens to the extent, and with
the priority, required by the Collateral Agreement, shall have been filed,
registered or recorded or delivered to the Collateral Agent for filing,
registration or recording;

     

    (c)           Synutra International shall have
obtained all consents and approvals required to be obtained by it in connection
with the execution and delivery of the Collateral Agreement and related
documents to which it is a party, the performance of the obligations of Synutra
International thereunder and the granting of the Liens granted by Synutra
International; and

     

    (d)           Synutra International shall have taken
all other action required under the Collateral Agreement to perfect, register
and/or record the Liens granted by it thereunder.

     

    “Commitment” means the Lenders’ several obligations
to make Loans to the Borrower pursuant to Section 2.01(a) in an initial aggregate
principal amount not to exceed US$35.0 million.

     

    “Consolidated
EBITDA” means, at any date
of determination, an amount equal to Consolidated Net Income of the Borrower and
its Subsidiaries on a consolidated basis for the most recently completed
Measurement Period plus

     

    (a)           the following items, to the extent
deducted in calculating such Consolidated Net Income:  (i)
Consolidated Interest Charges, (ii) the provision for Federal, state, local and
foreign income taxes payable, (iii) depreciation and amortization expense, (iv)
restructuring expenses incurred during such period, (v) non-cash compensation
resulting from stock based awards, deferred compensation or similar incentive
compensation and (vi) other non-recurring costs and expenses reducing such
Consolidated Net Income which do not represent a cash item in such period or any
future period (in each case of or by the Borrower and its Subsidiaries for such
Measurement Period); and minus

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (b)           the following items, to the extent
included in calculating such Consolidated Net Income: (i) Federal, state, local
and foreign income tax credits and (ii) all non-cash items increasing
Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries
for such Measurement Period).

     

    “Consolidated
Indebtedness” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guarantees,
surety bonds and similar instruments, (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business), (e) all Attributable Indebtedness,
(f) without duplication, all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than
the Borrower or any of its Subsidiaries, and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which the Borrower or a Subsidiary of the Borrower is a general
partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to the Borrower or such Subsidiary.“Consolidated Interest
Charges” means, for any
Measurement Period, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, (b) all interest paid or payable with respect to discontinued
operations, (c) the portion of rent expense under Capitalized Leases that is
treated as interest in accordance with GAAP and (d) any dividends paid on
preference stock, in each case, of or by the Borrower and its Subsidiaries on a
consolidated basis for the most recently completed Measurement
Period.

     

    “Consolidated
Interest Coverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated EBITDA to (b)
Consolidated Interest Charges, in each case, for the most recently completed
Measurement Period.

     

    “Consolidated
Leverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated Indebtedness as
of such date to (b) Consolidated EBITDA for the most recently completed
Measurement Period. “Consolidated Net
Income” means, at any date
of determination, the net income (or loss) of the Borrower and its Subsidiaries
on a consolidated basis for the most recently completed Measurement Period;
provided that Consolidated Net Income shall
exclude (a) extraordinary gains and extraordinary losses for such Measurement
Period, (b) the net income of any Subsidiary of the Borrower during such
Measurement Period to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of such income is not permitted by
operation of the terms of its Organization Documents or any agreement,
instrument or Law applicable to such Subsidiary during such Measurement Period,
except that the Borrower’s equity in any net loss of any such Subsidiary for
such Measurement Period shall be included in determining Consolidated Net
Income, and (c) any income (or loss) for such period of any Person if such
Person is not a Subsidiary of the Borrower, except that the Borrower’s equity in
the net income of any such Person for such Measurement Period shall be included
in Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Borrower or a Subsidiary of
the Borrower as a dividend or other distribution (and in the case of a dividend
or other distribution to a Subsidiary of the Borrower, such Subsidiary is not
precluded from further distributing such amount to the Borrower as described in
clause (b) of this proviso).

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    “Consolidated
Tangible Net Worth” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on
that date minus the Intangible Assets of the Borrower and its Subsidiaries on
that date.“Contractual
Obligation” means, as to
any Person, any material provision of any debt, equity or hybrid security issued
by such Person or of any material agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its material properties is
bound.

     

    “Control” has the meaning specified in the
definition of “Affiliate.”

     

    “Credit
Extension” means any
borrowing of Loans pursuant to Section 2.01(a).

     

    “Debtor Relief
Laws” means the Bankruptcy
Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

     

    “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

     

    “Default
Rate” means an interest
rate equal to 2% per annum in excess of the interest rate otherwise payable
under this Agreement with respect to the applicable Loans (or, in the case of
any such fees and other amounts, at a rate which is 2% per annum in excess of
the Alternate Interest Rate).

     

     “Designated
Indebtedness” means any
obligations described in clause (a) of the definition of “Indebtedness” owed to
a bank, financial institution or a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets, excluding the
Obligations.

     

    “Disclosure
Documents” means the
Borrower’s (a) annual report filed with the U.S. SEC on Form 10-K on June 29,
2007 and (b) any other document filed with the U.S. SEC during the period
beginning on June 29, 2007 and ending on the day immediately preceding the
Closing Date, including any exhibits thereto, whether included by incorporation
by reference or otherwise.

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    
       

      “Disposing
Subsidiaries” shall have
the meaning specified in the definition of “Qualifying Excess
Cash”.

       

      “Disposition” or “Dispose” means the sale, transfer, license,
lease or other disposition (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.

    

    


    “Distribution” means, in
respect of any Person, any:

     

    
      	
               
      

            	
              (a)

            	
              declaration
      or payment of any dividend, charge, fee or other distribution (or interest
      on any unpaid dividend, charge, fee or other distribution) (whether in
      cash or in kind) on or in respect of the such Person’s Capital Stock,
      except a dividend payable solely in shares of that class of Capital Stock
      to the holders of that
class;

            


    

     

    
      	
               
      

            	
              (b)

            	
              repayment
      or distribution of any dividend or share premium reserve by such Person,
      except a dividend payable solely in shares of that class of Capital Stock
      to the holders of that
class;

            


    

     

    
      	
               
      

            	
              (c)

            	
              redemption,
      repurchase, defeasement, retirement or repayment of any of such Person’s
      Capital Stock; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              repayment,
      prepayment or payment (in each case on a voluntary basis) by such Person
      of any principal or interest in respect of any Designated
      Indebtedness.

            


    

     

    “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any successor
thereto.

     

    “Event of
Default” has the meaning
specified in Section 8.01.

     

    “Excluded
Taxes” shall mean, with
respect to the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of Borrower hereunder,
inclusive in each case of all interest, additions to Tax, penalties and other
liabilities with respect thereto, (a) Taxes imposed on or measured by its
overall net income (however denominated), franchise Taxes imposed on it (in lieu
of net income Taxes) and branch profits or similar Taxes imposed on it, by a
jurisdiction (or any political subdivision thereof) as a result of the recipient
being organized or having its principal office or, in the case of any Lender,
its applicable lending office in such jurisdiction or as a result of a present
or former connection between the recipient and such jurisdiction (other than any
such connection arising from such recipient having executed, delivered or
performed its obligations or received a payment under, or enforced, or otherwise
with respect to, any of the Loan Documents) and (b) any withholding or backup
withholding Tax that (i) is imposed under a law in effect at the time a Lender
who is not party to this Agreement on the Closing Date becomes a party hereto or
otherwise acquires an interest herein (or designates a new lending office),
except to the extent that such Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive
additional amounts from Borrower with respect to such withholding or backup
withholding Tax pursuant to Section 3.01(a) or (ii) is attributable to such
Lender’s failure (or unreasonable delay) to comply with Section 3.01(d) or Section 3.01(e).

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    “Fee
Letter” means the US Dollar
Facility Fee Letter Agreement dated as of the date hereof between ABN AMRO
Bank N.V.
and Synutra
International.

     

    “Finance
Parties” means each
Lender, the Administrative Agent, the Collateral Agent and the Arranger and
“Finance
Party” means any
one of them.

     

    “First
Amendment Agreement” means the
First Amendment Agreement to Loan Agreement relating to this Agreement entered
into by and among the Borrower, RBS as the Administrative Agent, the Collateral
Agent and the Arranger and the Lenders party thereto dated as of February 26,
2010.

     

    “First
Amendment Effective Date” means has
the meaning given to it in the First Amendment Agreement.

     

    “Foreign
Lender” shall mean any
Lender that is not, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a
corporation, partnership or other entity treated as a corporation or partnership
created or organized in or under the laws of the United States, or any political
subdivision thereof, (iii) an estate whose income is subject to U.S. federal
income taxation regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust and one or more United States persons have the authority to control
all substantial decisions of such trust.

     

    “Foreign
Plan” means any employee
benefit plan maintained by Borrower or any of its Subsidiaries that is mandated
or governed by any law, rule or regulation of any Governmental Authority other
than the United States, any state thereof or any other political subdivision
thereof.

     

    “GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently
applied.

     

    “Governmental
Authority” means any nation
or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative tribunal,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    “Guarantee” means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “primary
obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase
or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working
capital, equity capital or any other financial statement condition or liquidity
or level of income or cash flow of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or
to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person.  The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.

     

    “Indebtedness” means, as to any Person at a
particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with
GAAP:

     

    (a)          all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar
instruments;

     

    (b)          all direct or contingent obligations of
such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;

     

    (c)           net obligations of such Person under any
derivative contract (and calculated based on termination values as of any
relevant date);

     

    (d)          all obligations of such Person to pay
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business);

     

    (e)           indebtedness (excluding prepaid interest
thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;

     

    (f)           capital leases; and

     

    (g)          all Guarantees of such Person in respect
of any of the foregoing.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint
venturer, unless such Indebtedness is expressly made non-recourse to such
Person.  The amount of any net obligation under any derivative
contract on any date shall be deemed to be the termination value thereof as of
such date.

     

    “Indemnified
Liabilities” has the
meaning specified in Section 10.04.

     

    “Indemnified
Taxes” shall mean all Taxes
other than Excluded Taxes.

     

    “Indemnitees” has the meaning specified in
Section 10.04.

     

    “Intangible
Assets” means assets that
are considered to be intangible assets under GAAP, including customer lists,
goodwill, computer software, copyrights, trade names, trademarks, patents,
franchises, licenses, unamortized deferred charges, unamortized debt discount
and capitalized research and development costs.

     

    “Interest Payment
Date” means, as to any
Loan, (x) the last day of the then current Interest Period applicable to such
Loan and (y) the Maturity Date.

     

    “Interest
Period” means, as to each
Loan, (x) the initial period commencing on the date such Loan is disbursed or
continued and ending on the date three (3) months thereafter and (y) each
successive three-month period thereafter; provided that:

     

    (a)          any Interest Period that would otherwise
end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the preceding Business
Day;

     

    (b)          any Interest Period that begins on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period;

     

    (c)           no Interest Period shall extend beyond
the Maturity Date; and

     

    (d)           the Interest Period applicable to Loans
and other obligations accruing interest at the Default Rate under any Loan
Document shall be daily.

     

    “Internal Revenue
Code” means the United
States Internal Revenue Code of 1986, as amended.

     

    “Laws” means, collectively, all
international, foreign, U.S. federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    “Lender” has the meaning specified in the
introductory paragraph hereto or as determined pursuant to Section 10.06.

     

    “Lending
Office” means, as to any
Lender, the office or offices of such Lender described as such on Schedule
10.02, or such other office or offices as such Lender may from time to time
notify to the Borrower and the Administrative Agent.

     

    “LIBOR” means, in relation to any Loan, the
applicable Screen Rate as of 11:00 a.m. London time on the Quotation Day for the
offering of deposits in US Dollars for a period comparable to the Interest
Period for that Loan.

     

    “Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, and any financing lease
having substantially the same economic effect as any of the
foregoing).

     

    “Lien
Grantor” means Synutra
International.

     

    “Loan” has the meaning specified in
Section 2.01(a).

     

    “Loan
Documents” means this
Agreement, the First
Amendment Agreement, the
Collateral Agreement or any other Security Documents, the Fee Letter and any
other fee and expense reimbursement letter agreements entered into among the
parties hereto in connection herewith.

     

    “Loan
Drawdown
Notice” means a request for a Loan
substantially in the form of Exhibit B hereto.

     

    “London Business
Day” means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the Laws of England, or are in fact
closed in London and on which dealings in US Dollar deposits are conducted by
and between banks in the London interbank eurodollar market.

     

    “Margin
Stock” means any “margin stock” (as such term is defined in
Regulation U of the Board
of Governors of the Federal Reserve System of the United
States).

     

    “Material Adverse
Effect” means (a) a material adverse change in,
or a material adverse effect upon, the operations, business, properties, assets,
operations, liabilities (actual or contingent), condition
(financial or otherwise) or prospects of the Borrower; (b) a material impairment
of the ability of the Borrower to perform its obligations under any Loan
Document; or (c) a material adverse effect upon the Collateral or upon the legality, validity, binding effect
or enforceability against the Borrower of any Loan Document.

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    “Material
Subsidiary” means any Subsidiary of the Borrower
that would be a “significant subsidiary” for purposes of the consolidated
financial statements of the
Borrower, as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X
promulgated under the United States Securities Act of 1933, as amended, as such
regulation is in effect from time to time; provided that the term “10 percent” in each of clause (1) and (2) of such Rule will be
substituted by the term “5
percent” for purposes of
this determination; provided further that Synutra, Inc. shall at all
times be a Material Subsidiary.

     

    “Maturity
Date” means October 11, 2010 in regard to
each Loan, or if such date
is not a Business Day, the preceding Business Day.

     

    “Measurement
Period” means, at any date of determination,
the most recently completed four fiscal quarters of the
Borrower.

     

    “Net
Cash Proceeds” means, in
respect of any transaction, proceeds received in
cash or cash equivalents (including, at the time they are received, any deferred
proceeds) less any fees, commissions, or other costs of such transaction,
including, without limitation, taxes reasonably estimated to be actually payable
in connection with
such transaction.

     

    “Notice No.
75” has the meaning specified in
Section 5.17.

     

    “Obligation
Currency” has the meaning specified in
Section 10.18.

     

    “Obligations” means all advances to, and debts,
liabilities, obligations, covenants and duties of, the Borrower
arising under any Loan
Document or otherwise with respect to any Loan, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

     

    “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles
of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such
entity.

     

    “Other
Taxes” shall mean all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any other Loan Document
or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

     

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    “Participant” has the meaning specified in
Section 10.06(c).

     

    “Permitted
Distribution” means
any:

     

    (a)           repayment,
prepayment or payment of any
revolving Indebtedness that is not accompanied by, or made as a result of, a
reduction or termination in the associated commitment of the lenders
thereof;

     

    (b)           any
repayment, prepayment or payment of any principal or interest in respect of any
Indebtedness that is
accompanied by a prepayment of the Loans substantially
concurrently
with the making of such repayment, prepayment or payment pursuant to and in
accordance with Section 2.02(d); and

     

    (c)           any
other Distribution made with the prior written consent
of all the Required
Lenders.

     

    “Permitted
Holders” means any or all of the
following:

     

    (a)           Liang Zhang and Xiuqing Meng;
and

     

    (b)           any Person both the Capital Stock and
the Voting Stock of which (or in the case of a trust, the beneficial interests
in which) are owned 95% or
more by Persons specified in clause (a).

     

    “Permitted
Liens” means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien imposed by a Governmental Authority in connection with
any Foreign Plan, any such Lien relating to or imposed in connection with any
environmental claim):

     

    (a)           Liens for taxes, assessments or
governmental charges or claims the payment of which is not, at the time,
required by Section 6.03;

     

    (b)           Liens arising pursuant to any Loan
Document;

     

    (c)           Liens for taxes not yet due or which are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable
Person in accordance with GAAP;

     

    (d)           the existing Liens set forth on Schedule
7.01;

     

    (e)           in the case of the Borrower, other Liens
so long as :

     

    the aggregate fair market value of all
assets of the Borrower which are subject to Liens permitted only by this paragraph (e) does
not exceed US$1.0 million;
.

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    (f)           statutory Liens of landlords, Liens of
collecting banks under the Uniform Commercial Code on items in the course of
collection, statutory Liens and rights of set-off of banks, statutory Liens of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law,
in each case incurred in the ordinary course of business (a) for amounts not yet
overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a
period in excess of 5 days) are being contested in good faith by appropriate
proceedings, so long as such reserves or other appropriate provisions, if any,
as shall be required by GAAP shall have been made for any such contested
amounts;

     

    (g)          deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance
and other types of social security, or to secure the performance of statutory
obligations, bids, leases, government contracts, trade contracts, and other
similar obligations (exclusive of obligations for the payment of borrowed
money), so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the Collateral on account
thereof;

     

    (h)          any attachment or judgment Lien not
constituting an Event of Default under Section 8.01(j);

     

    (i)          
 licenses (with respect to
Intellectual Property and other property), leases or subleases granted to third
parties and not interfering in any material respect with the ordinary conduct of
the business of Borrower or any of its Subsidiaries or resulting in a material
diminution in the value of any Collateral as security for the
Obligations;

     

    (j)          
 easements, right-of-way
restrictions, encroachments, and other minor defects or irregularities in
titles, in each case which do not and will not interfere in any material respect
with the ordinary conduct of the business of Borrower or any of its
Subsidiaries;

     

    (k)           any (a) interest or title of a lessor or
sublessor under any lease
not prohibited by this Agreement, (b) Lien or restriction that the interest or
title of such lessor or sublessor may be subject to, or (c) subordination of the
interest of the lessee or sublessee under such lease to any Lien or
restriction referred to in the preceding clause (b),
so long as the holder of such Lien or restriction agrees to recognize the rights
of such lessee or sublessee under such lease;

     

    (l)          
 Liens arising from filing
Uniform Commercial Code financing statements relating solely to leases not prohibited by this
Agreement;

     

    (m)         
Liens in favor of customs and
revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods;

     

    (n)          any zoning or similar law or right
reserved to or vested in
any Governmental Authority to control or regulate the use of any real
property;

     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    (o)           Liens securing obligations (other than
obligations representing Indebtedness for borrowed money) under operating,
reciprocal easement or similar agreements entered into in the ordinary course of
business of Borrower and its Subsidiaries.

     

    “Person” means any natural person, corporation,
limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.

     

    “Pledged
Stock” means any shares of Capital Stock of
Synutra, Inc. constituting Collateral.

     

    “PRC” means the People’s Republic of China.

     

    “Pro
Rata Amount” shall have
the meaning specified in Section 2.02(c).

     

    “Qualifying
Capital Increase” means,
pursuant to a single transaction or series of transactions occurring on or after
the First Amendment Effective Date, the issuance of Capital Stock by the
Borrower, incurrence of Indebtedness of the type described in clause (a) of the
definition of “Indebtedness” by the Borrower or other contribution to the
capital of the Borrower, the Net Cash Proceeds of which, in aggregate with any
other such transaction or transactions, are no less than
US$35,000,000.

     

    “Qualifying
Excess Cash” means the
aggregate unrestricted cash held by the Disposing Subsidiaries immediately
following their receipt of the Net Cash Proceeds from the Disposition of (a) the
three dairy farms owned by Heilongjiang Baoquanling Shengyuan Dairy Cow Breeding
Co., Ltd. (“Baoquanling”), and (b)
the two milk powder production facilities owned by Heilongjiang Baoquanling
Shengyuan Dairy Co., Ltd. (together with Baoquanling, the “Disposing
Subsidiaries”) pursuant
to a sales contract dated September 9, 2009, less any such cash required to meet
all direct obligations, contingent obligations and working capital needs in each
of the Disposing Subsidiaries, in an amount to be reasonably agreed between the
Borrower and the Administrative Agent at the time of such receipt, and provided
that, the Borrower within 14 days following receipt of such Net Cash Proceeds,
delivers to the Administrative Agent and each Lender a comprehensive computation
of the proposed utilization of such Net Cash Proceeds (including without
limitation the agreed deductions), in a form reasonably satisfactory to the
Administrative Agent.

     

    “Quotation
Day” means, in relation to
any period for which an interest rate is to be determined, two London Business
Days before the first day of that period unless market practice differs in the
London interbank market, in which case the Quotation Day will be determined by
the Administrative Agent in accordance with market practice in the London
interbank market (and if quotations for that currency for that period would
normally be given by leading banks in the London interbank market on more than
one day, the Quotation Day will be the last of those days).

     

    “Reference
Banks” means the principal
office of ABN
AMROThe
Royal Bank of
Scotland N.V. or such other
banks as may be appointed by the Administrative Agent in consultation with the
Borrower.

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    “Register” shall have the meaning specified in
Section 10.06(b).

     

    “Related
Parties” means, with
respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.

     

    “Required
Lenders” means, as of any
date of determination, Lenders having Applicable Percentages aggregating at
least 66-2/3%.

     

    “Responsible
Officer” means any of the
president, chief executive officer and chief financial officer of the
Borrower.  Any document delivered hereunder signed by a Responsible
Officer of the Borrower shall be conclusively presumed to have been authorized
by all necessary action on the part of the Borrower and such Responsible Officer
shall be conclusively presumed to have acted on behalf of the
Borrower.

     

    “Restricted
Payment” means any dividend
or other distribution (whether in cash, securities or other property) with
respect to any equity interest of the Borrower, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such equity interest or of any option, warrant or other right
to acquire any such equity interest.

     

    “Screen
Rate” means the British
Bankers' Association Interest Settlement Rate for US Dollars for the relevant
period displayed on Reuters screen page LIBOR01.  If the agreed page
is replaced or service ceases to be available, the Administrative Agent may
specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.

     

    “Security
Documents” means the
Collateral Agreement and any additional pledges, security agreements or
mortgages required to be delivered from time to time pursuant to this Agreement
or the Collateral Agreement, and any instruments of assignment or other
instruments or agreements executed pursuant to the
foregoing.

     

    “Shareholders’
Equity” means, as of any
date of determination, consolidated shareholders’ equity of the Borrower and its
Subsidiaries as of that date determined in accordance with
GAAP.

     

    “Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise Controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.

     

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    “Synthetic
Debt” means, with respect
to any Person as of any date of determination thereof, all obligations of such
Person in respect of transactions entered into by such Person that are intended
to function primarily as a borrowing of funds (including any minority interest
transactions that function primarily as a borrowing) but are not otherwise
included in the definition of “Indebtedness” or as a liability on the consolidated
balance sheet of such Person and its Subsidiaries in accordance with
GAAP.

     

    “Synthetic Lease
Obligation” means the
monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of
property (including sale and leaseback transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which,
upon the application of any Debtor Relief Laws to such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).

     

    “Synutra
International” means
Synutra International, Inc., a Delaware corporation.

     

    “Taxes” shall mean all present or future
taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or
other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.

     

    “United
States” and “U.S.” mean the United States of
America.

     

    “US Dollar” and “US$” mean lawful money of the United
States.

     

    “US
Dollar Equivalent” means (a)
with respect to an amount in US Dollars, such amount in US Dollars, and (b) with
respect to an amount in a currency other than US Dollars on any date for
calculation or payment (as the case may be), the amount in US Dollars that would
be exchanged for such currency at the noon
buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York for the
business day (being a day (excluding Saturdays and Sundays) on which banks are
generally open in New York) immediately
preceding such date.

     

    “U.S. SEC” means the United States Securities and
Exchange Commission or any successor Governmental Authority.

     

    “Voting
Stock” means, with respect
to any Person, Capital Stock of any class or kind ordinarily having the power to
vote for the election of directors, managers or other voting members of the
governing body of such Person.

     

    Section
1.02.  Other
Interpretive Provisions.   With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

     

    (a)        The meanings of defined terms are
equally applicable to the singular and plural forms of the defined
terms.

     

    (b)         (i)          The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar im





port when used
in any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.

     

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    (ii)         Article, Section, Exhibit and Appendix
references are to the Loan Document in which such reference
appears.

     

    (iii)        The term “including” is by way of example and not
limitation.

     

    (iv)        The term “documents” includes any and all instruments,
documents, agreements, certificates, notices, reports, financial statements and
other writings, however evidenced, whether in physical or electronic
form.

     

    (c)        In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and
including”; the words
“to” and “until” each mean “to but
excluding”; and the word
“through” means “to and
including”.

     

    (d)        Section headings herein and in the other
Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan
Document.

     

    (e)        References to “him” or “he” or “his” shall also refer to the opposite
gender.

     

    Section
1.03.  Accounting
Terms.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, except as otherwise specifically prescribed
herein.

     

    Section
1.04.  References
to Agreements, Laws and Persons.  Unless otherwise expressly provided
herein, (a) references to Organization Documents, agreements (including the Loan
Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law and (c) references to any Person include its successors
and permitted assigns.

     

    Section
1.05.  Times
of Day.  Unless
otherwise specified, all references herein to times of day shall be references
to Hong Kong time.

     

    ARTICLE
2

    The Commitments and the
Loans

     

    Section
2.01.  Loans.

     

    (a)        Subject to the terms and conditions set
forth herein, each Lender severally agrees to (i) make loans (the “Loans”) to the Borrower from time to time, on
any Business Day during the Availability Period, in an aggregate amount not to
exceed such Lender’s Applicable Percentage of the Commitment.  The
Commitment is not revolving in nature, and amounts repaid or prepaid may not be
reborrowed.

    


    
      
        
           


        

        
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    (b)        Following receipt of a Loan Drawdown
Notice, the Administrative Agent shall promptly notify each Lender of the date
of borrowing specified therein and the amount of such Lender’s Loan;
provided that (i) the Borrower shall deliver not
more than an aggregate number of 5 Loan Drawdown Notices and (ii) the first Loan
Drawdown Notice shall be for an aggregate principal amount of no less than
US$35.0 million.  Each Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
specified in the Loan Drawdown Notice.  Upon satisfaction of the
conditions set forth in Section 4.01, the Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of the Administrative Agent with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by the
Borrower.

     

    (c)        The Commitment shall terminate at the
close of business on the last day of the Availability Period whether or not
Loans were made.

     

    Section
2.02.  Prepayments.

     

    (a)        Optional.  The Borrower may, upon
notice to the Administrative Agent, on any Business Day voluntarily prepay any
Loan in whole or in part without premium or penalty, but subject to Section 3.05; provided that such notice must be received by
the Administrative Agent not later than 1:00 p.m. local time at the
Administrative Agent’s Office thirty Business Days prior to any date of
prepayment and (ii) any prepayment of a Loan shall be in a principal amount of
US$5,000,000 or a multiple of US$1,000,000 in excess thereof or, if less, the
entire principal amount thereof then outstanding under such
Loan.  Each such notice shall specify the date and amount of such
prepayment and shall be delivered to the Lender appropriately completed and
signed by a Responsible Officer.  The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s ratable portion of such prepayment (based on such
Lender’s proportionate principal amount outstanding in respect of the
Loans).  If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein.

     

    (b)        Mandatory
– Change of Control.  Upon the occurrence of a
Change of Control, but subject to Article 8, (x) the Borrower shall, on
the first Business Day thereafter, prepay, without premium or penalty, but
subject to Section 3.05, all and any amounts outstanding
under the Loans and (y) any remaining Commitments shall
terminate.

     

    (c)        Mandatory
– Prepayment of other Indebtedness. If the
Borrower and/or any of its Subsidiaries makes, or proposes to make, any
Distribution as described in paragraph (d) of the definition of “Distribution”,
except for a Distribution of the type described in paragraph (a) of the
definition of “Permitted Distribution”, the Borrower shall, substantially
concurrently with the making of such Distribution, prepay the Loans by an amount
equal to the Pro Rata Amount.

     

    
      
        
           


        

        
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    For the
purposes of this Section 2.02(c), “Pro
Rata Amount” means, at
the date of the relevant Distribution or proposed Distribution, an amount equal
to (x) the quotient equal to the US Dollar Equivalent of the amount of such
Distribution divided by the amount of the total outstanding Indebtedness
(including any commitment to provide such Indebtedness) to which such
Distribution relates immediately prior to such Distribution on such date,
multiplied by (y) the total outstanding Loans on such date.

     

    (d)        Mandatory
– Qualifying Capital Increase.  In the event
that a Qualifying Capital Increase occurs on or prior to June 30, 2010, the
Borrower shall, within 30 days after the date of the Qualifying Capital
Increase, prepay the Loans outstanding on such date in full.

     

    Section
2.03.  Repayment
of Loans.  Subject to Section 2.02(b) and Article 8, the Borrower shall repay to
the Lenders on the Maturity Date the principal amount of all Loans outstanding
on such date.

     

    Section
2.04.  Interest.

     

    (a)        Subject to the provisions of subsection
(b) below and other
relevant provisions hereof, each Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
LIBOR for such Interest Period plus the Applicable Rate. Interest on each
Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

     

    (b)        The Administrative Agent shall promptly
notify the Borrower and each of the Lenders of the interest rate applicable to
any Interest Period for the Loans upon determination of such interest
rate.

     

    (c)        If any amount payable by the Borrower
under any Loan Document is not paid when due (without regard to any applicable
grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at an interest rate at all times equal to
the Default Rate, to the fullest extent permitted by applicable
Laws.  Furthermore, while any Event of Default has occurred and is
continuing, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at an interest rate equal to the Default Rate,
to the fullest extent permitted by applicable Laws.  Accrued and
unpaid interest on past-due amounts (including interest on past-due interest)
shall be due and payable upon demand.

     

    (d)        Interest hereunder shall be due and
payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief
Law.

     

    
      
        
           


        

        
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    Section
2.05.  Computation
of Interest.  All
computations of interest hereunder shall be made on the basis of a 360-day year
and actual days elapsed; provided
that Obligations accruing
interest at
the Default InterestRate shall be calculated on a compounded
daily basis.  Interest shall accrue for the day on which the Loan is
made, and shall not accrue on the Loan, or any portion thereof, for the day on
which the Loan or such portion is repaid.

     

    Section
2.06.  Evidence
of Debt.  Each
Loan made by a Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course
of business.  The accounts or records maintained by the Administrative
Agent and such Lender shall be conclusive absent manifest error of the amount of
any Loan made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower to pay any
amount owing with respect to the Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.

     

    Section
2.07.  Payments
Generally; Administrative Agent’s Clawback.  (a) General.  All payments to be made by
the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except as otherwise expressly provided
herein, all payments by the Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 1:00 p.m. on the date specified
herein.  The Administrative Agent will promptly distribute to each
Lender its Applicable Percentage (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender’s
Lending Office.  All payments received by the Administrative Agent
after 1:00 p.m. shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.  If any
payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected on computing interest or fees, as the case
may be.

     

    (b)        Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Credit Extension that such Lender will not make available to the Administrative
Agent such Lender’s share of such Credit Extension, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance
with Section 2.01 and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of a payment to be made by such Lender, the greater of
the Base Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (ii) in the case of a payment to be made by
the Borrower, the Base Rate plus the Applicable Rate.  If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Credit Extension.  Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative
Agent.

     

    
      
        
           


        

        
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    (c)        Failure to Satisfy
Conditions Precedent.  If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article 2, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to
the applicable Credit Extension set forth in Article4 are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

     

    (d)        Obligations of
Lenders Several.  The obligations of the
Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not
joint.  The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation or to make its payment
under Section 10.04(c).

     

    (e)        Funding
Source.  Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

     

    (f)        Insufficient
Funds.  If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, toward payment of interest and
fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, toward payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

     

    
      
        
           


        

        
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      Section
2.08. 
Sharing of Payments by Lenders.  If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of (a)
Obligations in respect of any Loan due and payable to such Lender hereunder and
under the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations due and
payable to such Lender at such time to (ii) the aggregate amount of the
Obligations in respect of the Loans due and payable to all Lenders hereunder and
under the other Loan Documents at such time) of payments on account of the
Obligations in respect of the Loans due and payable to all Lenders hereunder and
under the other Loan Documents at such time obtained by all the Lenders at such
time or (b) Obligations in respect of any of the Loans owing (but not due and
payable) to such Lender hereunder and under the other Loan Documents at such
time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing (but not due and payable) to such Lender at
such time to (ii) the aggregate amount of the Obligations in respect of the
Loans owing (but not due and payable) to all Lenders hereunder and under the
other Loan Documents at such time) of payment on account of the Obligations in
respect of the Loans owing (but not due and payable) to all Lenders hereunder
and under the other Loan Documents at such time obtained by all of the Lenders
at such time then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans of the other Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of Obligations in
respect of the Loans then due and payable to the Lenders or owing (but not due
and payable) to the Lenders, as the case may be, provided
that:

       

      (i)        
   if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest;
and

       

      (ii)           the provisions of this Section 2.08
shall not be construed to apply to (A) any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement or (B) any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than to
the Borrower or any Subsidiary thereof (as to which the provisions of this
Section 2.08 shall apply).

       

      The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

       

      Section
2.09. 
Fees and Expenses.

       

      (a)           Fees and
Expenses.  Within five
Business Days after presentation of the relevant invoices to the Borrower, the
Borrower shall pay to the Administrative Agent the amount of all fees and
expenses payable by the Borrower pursuant to Section 10.04.

       

      (b)           Commitment Fees.
The Borrower shall pay to
the Administrative Agent for the account of each of the Lenders in accordance
with its Applicable Percentage, a commitment fee at a rate per annum equal to
1.00% on the actual daily amount by which the Commitment exceeds the aggregate
outstanding amount under the Loans.  The commitment fee shall accrue at all
times during the relevant Availability Period, including at any time during
which one or more of the conditions in Article 4 is not met.  The
commitment fee shall be calculated and payable on the last day of the
Availability Period.


      
        
           


        

        
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        (c)           Other Fees. 
On the earlier of (x) the
date of the first Credit Extension and (y) the fifth Business Day after the
Closing Date, the Borrower shall pay to the Administrative Agent and the
Arranger any fees and expenses payable pursuant to the Fee
Letter.



      ARTICLE
3

      Taxes, Yield Protection and
Illegality

       

      Section
3.01. 
Taxes.

       

      (a)           Any and all payments by the Borrower to
or for the account of a Lender, the Arranger or the Administrative Agent under
any Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes, except as required by law.  If the
Borrower shall be required by any Laws to deduct any Indemnified Taxes
(including Other Taxes) from or in respect of any sum payable under any Loan
Document to any of the Lenders, the Arranger or the Administrative Agent, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.01), each of the Lenders, the
Arranger and the Administrative Agent receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) as promptly as practicable after the date of such payment, the
Borrower shall furnish to the Administrative Agent the original or a certified
copy of a receipt evidencing payment thereof.

       

      (b)           Without limiting the provisions of
paragraph (a) above, the Borrower shall timely pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable Law.

       

      (c)           The Borrower agrees to indemnify the
Administrative Agent, the Arranger and each of the Lenders for (i) the full
amount of any Indemnified Taxes and Other Taxes (including any Indemnified Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent, the Arranger or such Lender and
(ii) any liability (including additions to tax, penalties, interest and
expenses) arising therefrom or with respect thereto.  Payment under this
subsection (c) shall be made to the Administrative
Agent, the Arranger or Lender within ten days after the date the Administrative
Agent, the Arranger or Lender makes a demand therefor.

       

      (d)           Any Foreign Lender shall, to the extent
it may lawfully do so, deliver to Borrower (with a copy to the Administrative
Agent) (in such number of copies as shall be reasonably requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of
Borrower or as otherwise prescribed by applicable Law, but only if such Foreign
Lender is legally entitled to do so), whichever of the following is
applicable:


      
        
           


        

        
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      (i)
           duly completed copies of Internal
Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax
treaty to which the United States of America is a party,

       

      (ii)           duly completed copies of Internal
Revenue Service Form W-8ECI,

       

      (iii)          in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under Section 881(c) of the
Internal Revenue Code, (x) a certificate, to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal
Revenue Code, (B) a “10 percent shareholder” of Borrower within the meaning of
Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and
(y) duly completed copies of Internal Revenue Service Form W-8BEN,
or

       

      (iv)         
any other form prescribed by
applicable Law as a basis for claiming exemption from or a reduction in United
States federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable Law to permit Borrower to
determine the withholding or deduction required to be made.

       

      (e)           Any Lender that is not a Foreign Lender
and has not otherwise established to the reasonable satisfaction of Borrower
that it is an exempt recipient (as defined in section 6049(b)(4) of the Internal
Revenue Code and the United States Treasury Regulations thereunder) shall
deliver to Borrower (with a copy to the Administrative Agent) (in such number of
copies as shall be reasonably requested by the recipient) on or prior to the
date on which such Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of Borrower or the Administrative Agent or
as otherwise prescribed by applicable Law, but only if such Lender is legally
entitled to do so), duly executed and properly completed copies of Internal
Revenue Service Form W–9.

       

      (f)     
      If a Lender, the Arranger or the
Administrative Agent determines, in its sole discretion, that it has received a
refund of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by Borrower or with respect to which Borrower has paid additional
amounts pursuant to this Section, it shall pay to Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by Borrower under this Section with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, the Arranger or such Lender, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that Borrower, upon the request of such
Lender, the Arranger or the Administrative Agent, agrees to repay the amount
paid over to Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent, the Arranger
or such Lender in the event the Administrative Agent, the Arranger or such
Lender is required to repay such refund to such Governmental Authority. 
This paragraph shall not be construed to require the Administrative Agent, or
the Arranger or any Lender to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to Borrower or any
other person.


      
        
           


        

        
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      Section
3.02. 
Illegality.  If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its Lending Office
to make, maintain or fund any Loan, or to determine or charge interest rates
based upon LIBOR, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make such Loan shall
be suspended until such Lender notifies the Borrower and the Administrative
Agent that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice with respect to any Loan, the Borrower
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay such Loan.  Notwithstanding the foregoing, the Borrower may, at its
option by notice to any Lender, in lieu of prepaying a Loan pursuant to
this Section 3.02, elect that such Loan shall
bear interest at the Alternate Interest Rate from the date on which such
prepayment would otherwise have been required until such Lender notifies the
Borrower and the Administrative Agent that the circumstances giving rise thereto
no longer exist.  The Lender agrees to designate a different Lending Office
if such designation will avoid the need for such notice and will not, in the
good faith judgment of the Lender, otherwise be materially disadvantageous to
the Lender.

       

      Section
3.03. 
Inability To Determine LIBOR.  If the Required Lenders determine that
for any reason adequate and reasonable means do not exist for determining LIBOR
for any day, or that LIBOR for any day does not adequately and fairly reflect
the cost to the Lenders of funding the Loans, the Administrative Agent will
promptly so notify the Borrower and each Lender.  Thereafter, the Loans
shall bear interest at the Alternate Interest Rate until the Administrative
Agent (upon instruction of the Required Lenders) revokes such
notice.

       

      Section
3.04. 
Increased Cost and Reduced Return; Capital Adequacy.

       

      (a)           If any Lender determines that as a
result of the introduction of or any change in or in the interpretation of any
Law, or such Lender’s or Administration Agent’s compliance therewith, there
shall be any increase in the cost to the Lender of agreeing to make or making,
funding or maintaining Loans, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes
in the basis of taxation of overall net income or overall gross income by the
United States, Hong Kong or any other foreign jurisdiction or any political
subdivision of either thereof under the Laws of which such Lender is organized
or has its Lending Office; and it being understood that, to the extent
duplicative of the provisions of Section 3.01, this Section 3.04 shall not apply to Taxes),
or (iii) regulatory costs (whether or not reflected in an adjustment by such
Lender to LIBOR), then from time to time upon demand of such Lender through the
Administrative Agent, the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or
reduction.


      
        
           


        

        
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      (b)           If any Lender determines that the
introduction of any Law regarding capital adequacy or any change therein or in
the interpretation thereof, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender’s desired return on capital), then
from time to time upon demand of such Lender through the Administrative Agent,
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

       

      Section
3.05. 
Funding Losses.  Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of (a)
any failure by the Borrower (for a reason other than the failure of such Lender
to make a Loan) to prepay or borrow a Loan on the date or in the amount notified
by the Borrower in accordance with this Agreement, or (b) the prepayment of any
principal of any Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), including any
loss of anticipated profits and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained.  The
Borrower shall also pay any customary administrative fees charged by such Lender
in connection with the foregoing.

       

      Section
3.06. 
Requests for Compensation.  A certificate of a Lender or the
Administrative Agent claiming compensation under this Article 3 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error.  In determining such amount, a Lender or the
Administrative Agent may use any reasonable averaging and attribution
methods.

       

      Section
3.07. 
Survival.  All of the
Borrower’s obligations under this Article3 shall survive termination of
the Commitment and repayment of all other Obligations
hereunder.

       

      ARTICLE
4

      Conditions Precedent

       

      Section
4.01. 
Conditions to All Credit Extensions.  The obligation of any Lender to make any
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent; provided that the Lenders may waive any such
condition in their sole discretion:

       

      (a)           The receipt by the Administrative Agent
on or prior to the date of the first Credit Extension, and the continuation in
full force and effect on the date of any subsequent Credit Extension, of the
following, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed, each dated the
date of the first Credit Extension (or, in the case of certificates of
governmental officials, a recent date before the date of the first Credit
Extension) and each in form and substance satisfactory to the Administrative
Agent (relying on legal counsel’s confirmation) and its legal
counsel:


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (i)
           counterparts of this Agreement, duly
executed by each party thereto;

       

      (ii)           counterparts of the Collateral
Agreement, duly executed by each party thereto;

       

      (iii)          such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible
Officers of the Borrower as the Administrative Agent may require evidencing the
identity, authority and capacity of any such Responsible Officer authorized to
so act in connection with this Agreement and the other Loan
Documents;

       

      (iv)          such documents and certifications as the
Administrative Agent may reasonably require to evidence (x) that the Borrower,
the Lien Grantor and Synutra, Inc. are duly organized or formed, validly
existing and in good standing and (y) have taken all necessary or appropriate
corporate or other actions to authorize and enter into the Loan
Documents;

       

      (v)           a favorable opinion of O’Melveny &
Myers LLP, United States counsel to the Borrower, addressed to each of the
Lenders and the Administrative Agent, substantially in the form set forth in
Exhibit C hereto and such other matters concerning the Borrower, the Lien
Grantor, Synutra, Inc. and the Loan Documents as any of the Lenders and the
Administrative Agent may reasonably request in form and substance satisfactory
to each of the Lenders and the Administrative Agent;

       

      (vi)          a favorable opinion of DeHeng Law
Office, PRC counsel to the Borrower, addressed to each of the Lenders and the
Administrative Agent, substantially in the form set forth in Exhibit D hereto
and such other matters concerning the Borrower, the Lien Grantor, Synutra, Inc.
and the Loan Documents as any of the Lenders and the Administrative Agent may
reasonably request in form and substance satisfactory to each of the Lenders and
the Administrative Agent;

       

      (vii)         a favorable opinion of Bell, Boyd &
Lloyd LLP, Illinois counsel to the Borrower, addressed to each of the Lenders
and the Administrative Agent, substantially in the form set forth in Exhibit E
hereto and such other matters concerning the Borrower, the Lien Grantor,
Synutra, Inc. and the Loan Documents as any of the Lenders and the
Administrative Agent may reasonably request in form and substance satisfactory
to each of the Lenders and the Administrative Agent;

       

      (viii)        a certificate signed by the Borrower
certifying (A) that the conditions specified in Sections 4.01(c) and (d) have been satisfied, and (B) that
since the respective dates of which information is set forth in the Disclosure
Documents, there has been no event or circumstance, either individually or in
the aggregate, that has had or would be reasonably expected to have a Material
Adverse Effect; and


      
        
           


        

        
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      (ix)          satisfactory evidence of the appointment
of the New York process agent specified in Section 10.16.

       

      (b)           The Collateral Requirement shall have
been satisfied.

       

      (c)           The representations and warranties of
the Borrower and the Lien Grantor contained in Article 5 of this Agreement or in any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct on
and as of (i) the Closing Date and (ii) as applicable, immediately prior to and
after giving effect to the relevant Credit Extension; provided that, with respect to Schedules 5.10
and 5.16, the Borrower may, in connection with any Credit Extension, update such
schedules, solely to reflect any additional Subsidiaries the Borrower may have
formed or acquired.

       

      (d)           No Default shall exist, or would result
from the relevant Credit Extension and all of the Loan Documents shall be in
full force and effect.

       

      (e)           Prior to the date of the first Credit
Extension, (i) the Borrower shall have filed with the U.S. SEC restated audited
annual financial statements (accompanied by an unqualified audit opinion of
independent auditors qualified to practice before the U.S. SEC) and interim
financial statements for the historical periods referred to in the Borrower’s
Form 8-K dated August 17, 2007 filed with the U.S. SEC, except for the interim
financial statements for the period ended June 30, 2006 which are covered by the
Borrower’s Form 10-Q dated October 5, 2007 filed with the U.S. SEC, (ii) the
filing of these restated financial statements and any revised historical
financial information or on-going changes to accounting practices or principles
of the Borrower reflected therein shall not have had or be reasonably expected
to have a Material Adverse Effect, (iii) the common stock of the Borrower shall
not have been or be reasonably expected to be delisted from the NASDAQ Global
Markets and (iv) the Borrower shall have delivered to the Administrative Agent a
certificate signed by the Borrower certifying that the conditions specified in
this Section 4.01(e) have been
satisfied.

       

      (f)
           Unless waived by the Administrative
Agent, the Collateral Agent or the relevant Lender, all fees and reasonable
expense reimbursements arising under or in connection with a Loan Document and
payable to any Lender, the Administrative Agent or the Collateral Agent by the
Borrower or the Lien Grantor shall either (x) have been paid and satisfied or
(y) arrangements satisfactory to the Administrative Agent, in its reasonable
discretion, regarding the concurrent or expected future payment of such fees and
expenses in a timely manner shall have been established.

       

      (g)           The Availability Period is
continuing.

       

      (h)           The Commitment has not been
terminated.


      
        
           


        

        
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      (i)
           The Administrative Agent’s receipt of a
Loan Drawdown Notice at least five Business Days prior to the date of the
respective Credit Extension.

       

      (j) 
          Payment of all loans and other
obligations outstanding under the Bridge Loan, if any, shall concurrently be
made from the proceeds of the first Credit Extension.

       

      (k)           All fees and expenses payable by the
Borrower to the Administrative Agent, the Arranger and the Lenders pursuant to
any Loan Document shall have been paid or shall concurrently be paid out of the
proceeds from such Credit Extension.

       

      (l)
           Such other assurances, certificates,
documents, consents or opinions as any of the Lenders or the Administrative
Agent reasonably may require.

       

      Without limiting the generality of the
provisions the last paragraph of Section 9.03, for purposes of
determining compliance with the conditions specified in this Section 4.01 and for purposes of any
actions taken by the Administrative Agent under this Section 4.01 only, each Lender that has
signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the
date of the relevant Credit Extension specifying its objection
thereto.

       

      ARTICLE
5

      Representations and
Warranties

       

      The Borrower represents and warrants to
the Administrative Agent and the Lenders that:

       

      Section
5.01. 
Existence, Qualification and Power; Compliance with Laws.  The Borrower and each Material
Subsidiary (a) in the case of the Borrower, is duly organized or formed, validly
existing and in good standing under the Laws of the State of Delaware, and in
the case of a Material Subsidiary, is duly organized or formed, validly existing
and in good standing under the laws of the jurisdiction where it was organized
or formed, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so
would not reasonably be expected to have a Material Adverse
Effect.


      
        
           


        

        
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      Section
5.02. 
Authorization; No Contravention.  The execution, delivery and performance
by the Borrower of each Loan Document to which it is a party, have been duly
authorized by all necessary corporate action, and do not and will not contravene
the terms of any of its Organization Documents.  The execution, delivery
and performance by the Borrower of each Loan Document to which it is a party do
not and will not (a) conflict with or result in any breach or contravention of,
or the creation of any Lien (other than the Liens created by the Collateral
Agreements) under, (i) any Contractual Obligation to which the Borrower or any
Affiliate of the Borrower is a party or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which the Borrower
or any Affiliate of the Borrower or his or its property is subject; or (iii)
violate any Law.

       

      Section
5.03. 
Governmental Authorization; Other Consents.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, the Borrower of this Agreement or any other Loan
Document.

       

      Section
5.04. 
Binding Effect.  This
Agreement has been, and each other Loan Document to which the Borrower is a
party, when delivered hereunder, will have been duly executed and delivered by
the Borrower.  This Agreement constitutes, and each such other Loan
Document when so delivered will constitute, a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency and
other laws affecting creditors’ rights generally and by general principles of
equity.

       

      Section
5.05. 
Disclosure Documents; No Material Adverse Effect.

       

      (a)        
  The Disclosure
Documents do not contain any untrue statement of material fact or omit to state
a material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading except as
to certain potential changes to the annual financial statements and quarterly
reports of the Borrower disclosed in the Form 8-K filed with the U.S. SEC on
August 17, 2007.

       

      (b)   
       Since the respective dates as of which
information is set forth in the Disclosure Documents, there has been no event or
circumstance, either individually or in the aggregate, that has had or would
reasonably be expected to have a Material Adverse Effect.

       

      Section
5.06. 
Litigation.  There are
no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of the Borrower after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any Affiliate of the Borrower or
against any of its or their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate, if
determined adversely, would reasonably be expected to have a Material Adverse
Effect.

       

      Section
5.07.  No
Default.  Neither the
Borrower nor any Affiliate of the Borrower is in default under or with respect
to any Contractual Obligation that would, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  No
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan
Document.

       

      
        
           


        

        
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      Section
5.08. 
Ownership of Collateral; Liens. The Borrower has good title to the
Collateral and the Capital Stock of Synutra, Inc. constituting the pledged
Collateral has been duly and validly issued, and is outstanding and
non-assessable and is registered in the name of the Borrower on the stock
transfer records of Synutra, Inc.  The Collateral is also not subject to
any Liens other than those permitted by Section 7.01.

       

      Section
5.09. 
Taxes.  The Borrower
and each Material Subsidiary has filed all material tax returns and reports
required to be filed, and has paid all material taxes, assessments, fees and
other governmental charges levied or imposed upon him or it or his or its
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with
GAAP.  There is no proposed tax assessment against the Borrower or any
Affiliate of the Borrower that would, if made, have a Material Adverse
Effect.

       

      Section
5.10. 
Subsidiaries.  Except
for the information set forth on Schedule 5.10 hereto with respect to identity
and percentage ownership, the Borrower has no Subsidiaries.

       

      Section
5.11. 
Investment Company Act.  Neither the Borrower nor any Person
Controlling the Borrower is or is required to be registered as an “investment
company” under the United States Investment Company Act of 1940, as
amended.

       

      Section
5.12. 
Disclosure.  The
Borrower has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
Affiliate of the Borrower is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of
the Borrower to the Lenders or the Administrative Agent in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except to the extent
noted in the Borrower’s Form 8-K filed with the U.S. SEC on August 17,
2007.

       

      Section
5.13. 
Compliance with Laws.  The Borrower and each Affiliate of the
Borrower is in compliance in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to him or it or
to its properties, except in such instances in which (a) such requirement of Law
or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.


      
        
           


        

        
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      Section
5.14. 
Security Interests.  Each of the representations and
warranties of Synutra International and of Synutra, Inc. contained in the
Collateral Agreement is true and correct.

       

      Section
5.15. 
Pari Passu Ranking.  The payment Obligations of the Borrower
under the Loan Documents rank at least pari passu
with the claims of all of
its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to the Borrower
generally.

       

      Section
5.16. 
Corporate Chart.  The
corporate chart attached as Schedule 5.16 hereto sets out the corporate and
shareholding structure of the Borrower and its Subsidiaries and such corporate
chart and the information contained therein is true, complete and
accurate.

       

      Section
5.17.  Government
Approvals.  Each of
Xiuqing Meng and Liang Zhang has obtained all applicable governmental licenses,
registrations, authorizations, consents and approvals for their respective
direct or indirect investments in the Borrower, including any registration
pursuant to Article 1 of the Notice (Hui Fa 2005 No.
75) issued by the State Administration of Foreign Exchange of the PRC (the
“Notice
No. 75”) and has delivered
all applicable notices to Governmental Authorities in connection
therewith.

       

      Section
5.18. 
Distributions.  Each
Subsidiary of the Borrower has obtained or completed (a) all approvals,
consents, exemptions, authorizations or other actions by or notices to, or
filings with any Governmental Authority or any person and (b) any corporate or
shareholder approval necessary or required in order to permit such Subsidiary to
pay dividends or make any other distributions on its Capital
Stock.

       

      Section
5.19. 
Common Stock.  As of
the date hereof, the aggregate number of outstanding shares of common stock of
the Borrower is 54,000,713.

       

      ARTICLE
6

      Affirmative
Covenants

       

      So long as any Commitment shall be in
effect or any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied:

       

      Section
6.01. 
Information.  The
Borrower will deliver promptly to the Administrative Agent and each Lender, in
form and detail reasonably satisfactory to the Administrative Agent, such
information regarding the business, assets or affairs of the Borrower, the
Collateral or compliance with the terms of the Loan Documents, as the
Administrative Agent at the request of any of the Lenders may from time to time
reasonably request.


      
        
           


        

        
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      Section
6.02. 
Notices.  The Borrower
will promptly notify each of the Lenders and the Administrative
Agent:

       

      (a)       
   of the
occurrence of any Default; and

       

      (b)        
  of any matter that has
resulted or would reasonably be expected to result in a Material Adverse Effect,
including (i) a breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or a Material Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the
Borrower or a Material Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or a Material Subsidiary.

       

      Each notice pursuant to this Section 6.02 shall be accompanied by a
statement of a Responsible Officer, setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto.  Each notice pursuant to Section 6.02(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan
Document that have been breached.

       

      Section
6.03. 
Payment of Obligations.  The Borrower will pay and discharge as
the same shall become due and payable, all obligations and liabilities,
including (a) all tax liabilities, assessments and governmental charges or
levies upon the Borrower or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Borrower;
(b) all material lawful claims which, if unpaid, would by law become a Lien upon
his (or her) or its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness.

       

      Section
6.04. 
Preservation of Existence, etc.  The Borrower will, and will procure that
each Material Subsidiary will, (a) preserve, renew and maintain in full force
and effect its legal existence and good standing under the Laws of the
respective jurisdiction of its organization; and (b) take all reasonable action
to maintain all rights, privileges, permits, licenses and franchises necessary
or desirable in the normal conduct of its business, except to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

       

      Section
6.05. 
Compliance with Laws.  The Borrower will, and will procure that
each Material Subsidiary will comply with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its business or
property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith would not reasonably be expected to have a Material Adverse
Effect.


      
        
           


        

        
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      Section
6.06. 
Books and Records.  The Borrower will maintain proper books
of record and account, in which full, true and correct entries in conformity
with GAAP consistently applied shall be made of all financial transactions and
matters involving the assets and business of the Borrower and the Borrower shall
take all commercially reasonable actions to restate its annual financial
statements and quarterly reports to the extent described in the Borrower’s Form
8-K with the U.S. SEC on August 17, 2007.

       

      Section
6.07. 
Inspection Rights.  The Borrower will permit representatives
and independent contractors of each of the Lenders and the Administrative Agent
to examine its corporate, financial and operating records (including any
documents relating to the Collateral), and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice; provided, however, that when an Event of Default exists
the Administrative Agent or such Lender (or any of its representatives or
independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance
notice.

       

      Section
6.08. 
Use of Proceeds.  The
Borrower will use the proceeds of any Loans made to it (a) to pay all
obligations outstanding under the US $35.0 million loan made pursuant to the
loan agreement dated as of April 19, 2007 among Synutra International, Inc.,
Liang Zhang, Xiuqing Meng, and ABN AMRO Bank N.V.
(the “Bridge
Loan”) and the remainder
for capital expenditures, asset acquisitions and general corporate purposes;
provided that all obligations outstanding under
the Bridge Loan shall be paid from the proceeds of the Credit Extension made
pursuant to the first Loan Drawdown Notice;

       

      (b)           not in contravention of any Law or any
Loan Document; and

       

      (c)           not, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin
Stock;

       

      provided that, in any event, the proceeds will
not be applied to any business activities of the Borrower or any of its
Subsidiaries or Affiliates or, to the knowledge of the Borrower, the business
activities of the Borrower’s or any of its Subsidiaries’ or Affiliates’
customers, in or related to Iran, Sudan or Myanmar or other restricted
jurisdictions, or with or related to any restricted person, for so long as the
United States, the European Union or any member country of the European Union,
or the United Nations Security Council maintain mandatory economic sanctions
against the relevant jurisdiction or person.

       

      Section
6.09.  Know
Your Customer Checks.  The Borrower will promptly upon the
request of any Lender or the Administrative Agent supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by such
Lender or the Administrative Agent (for itself or on behalf of any Participant)
in order for the Administrative Agent, such Lender or any Participant or
Assignee to conduct any “know your customer” or other similar procedures under
applicable laws and regulations.

       

      Section
6.10.  Pari
Passu Ranking.  The Borrower will ensure that its
payment Obligations under the Loan Documents rank and continue to rank at least
pari
passu with the claims of
all of its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to the Borrower
generally.


      
        
           


        

        
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      Section
6.11.  Unlawful
Contributions.  The Borrower will not, and, as
applicable, will not permit any of its Subsidiaries or any director, officer,
agent, employee or other person acting with specific instruction from the
Borrower or, as applicable, any of its Subsidiaries, to (a) use any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, (b) make any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds or (c) make any bribe or other unlawful
payment.

       

      Section
6.12.  Distributions.  The Borrower will procure that each
Subsidiary of the Borrower has, at all times, obtained or completed (a) all
approvals, consents, exemptions, authorizations or other actions by or notices
to, or filings with any Governmental Authority or any person and (b) any
corporate or shareholder approval necessary or required in order to permit such
Subsidiary to pay dividends or make any other distributions on its Capital
Stock.

       

      Section
6.13.  Compliance
Certificates.

       

      The Borrower will deliver to the
Administrative Agent and each of the Lenders (a) within 60 days after the end of
any fiscal quarter of the Borrower, a certificate of a Responsible Officer of
the Borrower stating the
Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, each
as of the end of the most recent fiscal quarter of the Borrower and showing in
reasonable detail the calculation of the Consolidated Interest Coverage Ratio
and the Consolidated Leverage Ratio, including the arithmetic computations of
each component of these ratios,for fiscal
quarters ending on or after December 31, 2009, the Consolidated
EBITDA and (b) as soon as
possible and in any event within 5 Business Days after the Borrower becomes
aware or should reasonably become aware of the occurrence of a Default, a
certificate of a Responsible Officer of the Borrower, setting forth the details
of the Default, and the action which the Borrower proposes to take with respect
thereto.

       

      Section
6.14.  Further
Assurances.  Promptly upon request by the
Administrative Agent, or any Lender through the Administrative Agent, the
Borrower shall and cause each of its subsidiariesSubsidiaries to (a) correct any material defect or
error that may be discovered in any Loan Document or in the execution,
acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, deeds, certificates, assurances and other instruments as the
Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, (ii) to the fullest extent permitted by
applicable law, subject the Borrower’s or any of its Subsidiaries’ properties,
assets, rights or interests to the Liens now or hereafter intended to be covered
by any of the Collateral Documents, (iii) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the
Liens intended to be created thereunder and (iv) assure, convey, grant, assign,
transfer, preserve, protect and confirm more effectively unto the Secured
Parties the rights granted or now or hereafter intended to be granted to the
Lenders, the Administrative Agent or the Collateral Agent under any Loan
Document or under any other instrument executed in connection with any Loan
Document to which the Borrower or any of its Subsidiaries is or is to be a
party, and cause each of its Subsidiaries to do so.


      
        
           


        

        
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      Section
6.15.  Synutra,
Inc. (a) The Borrower shall
procure that Synutra, Inc. and its Subsidiaries do not Dispose of any of their
respective assets to a Person other than Synutra, Inc. or any of its
Subsidiaries, other than in a Disposition (or series of related Dispositions)
(i) that is made in Synutra, Inc.’s and its Subsidiaries’ ordinary course of
business, (ii) in which the consideration received by Synutra, Inc. and its
Subsidiaries is equal to or greater than the fair value of the Disposed property
and (iii) with respect to which, if the fair value of the Disposed property is
greater than US$1.0 million, the board of directors of the Borrower has resolved
that the consideration received is equal to or greater than the fair value of
the Disposed property.

       

      (b)           The Borrower shall procure that Synutra,
Inc. and its Subsidiaries shall not extend any loan to, make any equity
contribution to or make any other investment in a Person other than Synutra,
Inc. or any of its Subsidiaries, other than any such transaction (or series of
transactions) (i) that is made in Synutra, Inc.’s and its Subsidiaries’ ordinary
course of business, (ii) in which the property acquired by Synutra, Inc. is
equal to or greater than the fair value of the aggregate amount of any such
loan, contribution and investment and (iii) with respect to which, if the
aggregate amount of any such loan, contribution and investment is greater than
US$1.0 million, the board of directors of the Borrower has resolved that the
fair value of the property acquired is equal to or greater than the aggregate
amount of any such loan, contribution and investment.

       

      (c)           The Borrower shall procure that Synutra,
Inc. and its Subsidiaries shall not provide any Guarantee of any Indebtedness or
other obligation payable or performable by another Person, other than Synutra,
Inc. or any of its Subsidiaries that exceeds US$1.0 million.

       

      (d)           The Borrower shall procure that Synutra,
Inc. and its Subsidiaries shall not issue, transfer or sell any of their
respective equity securities to another Person, other than, in the case of
Synutra, Inc.’s equity securities, the Borrower, and in the case of any of
Synutra, Inc.’s Subsidiaries’ equity securities, other than in the ordinary
course of business and for a contribution that is equal to or greater than the
aggregate fair value of the securities so issued, transferred or sold and, if
the aggregate fair value of the securities so issued, transferred or sold is
greater than US$1.0 million, the board of directors for the Borrower has
resolved that the consideration received is equal to or greater than the fair
value of such securities.

       

      (e)           The Borrower shall continue to operate
through Synutra, Inc. or its Subsidiaries all of the business lines that it, as
of the Closing Date, operates through Synutra, Inc. or its Subsidiaries, other
than business lines that the Borrower discontinues in its ordinary course of
business.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      Section
6.16 Monthly
Reports. The Borrower
shall within 30 days following the last day of each calendar month (commencing
with the calendar month ending on February 28, 2010), deliver to the
Administrative Agent and each Lender, in form and detail reasonably satisfactory
to the Administrative Agent, information relating to (a) the consolidated profit
and loss statement and consolidated balance sheet for the Borrower and its
Subsidiaries as at the end of such month; (b) the aggregate unrestricted cash
and cash equivalents held by the Borrower and its Subsidiaries as at the end of
such month, and (c) all bank borrowings (if any), including outstanding
principal amounts thereof, of the Borrower and its Subsidiaries as at the end of
such calendar month, in each case in the form used for the Borrower’s internal
management reports as at the First Amendment Effective Date or such other form
agreed between the Borrower and the Administrative Agent.

       

      Section 6.17
Cash
Deposit Account and Cash Deposit. The
Borrower shall:

       

      (a)           maintain the
Cash Deposit Account, comply with all material terms of the Cash Deposit Account
(including the making of all payments in connection therewith) and not make any
withdrawals from or create any Lien upon the Cash Deposit Account without the
prior written consent of the Administrative Agent acting on instructions of the
Required Lenders;

       

      (b)           maintain a
Cash Deposit amount of not less than US$5,000,000;

       

      (c)           if a
Qualifying Capital Increase is not consummated on or before June 30, 2010, the
Borrower shall increase the Cash Deposit by US$2,500,000 (to an aggregate amount
not to exceed US$7,500,000) within 14 days after such date;
and

       

      (d)           increase the
Cash Deposit by an amount equal to the Qualifying Excess Cash within 14 days
after receipt of the proceeds of the Dispositions referred to in the definition
of Qualifying Excess Cash by the Disposing Subsidiaries, provided that, the Cash
Deposit shall not at any time be required to exceed
US$10,000,000.

       

      ARTICLE
7

      Negative Covenants

       

      So long as the Commitment shall be in
effect or the Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied, the Borrower shall not, directly or indirectly:

       

      Section
7.01.  Liens.  Create, incur, assume or suffer to exist
any Lien upon any of its assets, whether now owned or hereafter acquired, other
than Permitted Liens; provided that, in any event, at no time shall
any Liens other than Collateral Permitted Liens exist with respect to the
Collateral.

       

      Section
7.02.  Fundamental
Changes.  (a)
Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose
of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any other Person.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      (b)           Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

       

      Section
7.03.  Restricted
Payments on Stock.  In the case of the Borrower, declare or
make, directly or indirectly, any Restricted Payment in an aggregate amount,
when taken together with any other Restricted Payment during the immediately
preceding 12-month period, in excess of 30.0% of Consolidated Net
Income.

       

      Section
7.04.  Financial
Covenants.

       

      (a)           Permit
the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of
the Borrower ending on or after October 1, 2007 to be lower than
5.00.Intentionally
omitted.

       

      (b)           Permit
the Consolidated Leverage Ratio as of the end of a fiscal quarter of the
Borrower to be higher than the Maximum Consolidated Leverage Ratio set forth
with respect to such fiscal quarter in the following table: Intentionally
omitted.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  With
      respect a fiscal quarter ending during the
period beginning
      on

                                                	 	
                                                  Maximum Consolidated
Leverage Ratio

                                                	 
	
                                                  October
      1, 2007 (inclusive) and ending on September 30, 2008
      (inclusive)

                                                	 	2.00	 
	
                                                  October
      1, 2008 (inclusive) and ending on September 30, 2009
      (inclusive)

                                                	 	1.80	 
	
                                                  October
      1, 2009 (inclusive) and ending on the Maturity Date
      (inclusive)

                                                	  	1.50	  


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      (c)           Permit
Consolidated Tangible Net Worth on any date to be less than the Minimum Tangible
Net Worth set forth for such date in the following table:Intentionally
omitted.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                On
      any date during the period beginning on

                                              	 	
                                                Minimum Consolidated

                                                Tangible Net Worth

                                              	 
	
                                                January
      1, 2008 (inclusive) and ending on December 31, 2008
      (inclusive)

                                              	 	
                                                US$132
      million

                                              	 
	
                                                January
      1, 2009 (inclusive) and ending on December 31, 2009
      (inclusive)

                                              	 	
                                                US$200
      million

                                              	 
	
                                                January
      1, 2010 (inclusive) and ending on the Maturity Date
      (inclusive)

                                              	 	
                                                US$265
      million

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          39

          
            

          

        

        
           


        

      

       

      (d)     Intentionally
omitted.

       

      (d)
(e)
Permit the ratio of
Consolidated Indebtedness to Consolidated Tangible Net Worth on any date to be
higher than the MaximumConsolidated
EBITDA for any Measurement Period ending on any of the following dates to be any
lower than the Minimum
Consolidated Indebtedness
to Consolidated Tangible Net Worth RatioEBITDA set forth for such date in the
following table:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              On
      any date during the period beginning on

                                            	 	
                                              Maximum Consolidated
Indebtedness to Consolidated
Tangible
      Net Worth Ratio

                                            	 
	
                                              January
      1, 2008 (inclusive) and ending on December 31, 2008
      (inclusive)

                                            	 	
                                              0.80

                                            	 
	
                                              January
      1, 2009 (inclusive) and ending on December 31, 2009
      (inclusive)

                                            	 	
                                              0.70

                                            	 
	
                                              January
      1, 2010 (inclusive) and ending on the Maturity Date
      (inclusive)

                                            	 	
                                              0.60

                                            	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Measurement Period ending
      on

                                              	 	
                                                Minimum Consolidated EBITDA
(US$ ‘000)

                                              	 
	
                                                31 December,
      2009

                                              	 	
                                                (55,075)

                                              	 
	
                                                31 March,
    2010

                                              	 	
                                                (15,109)

                                              	 
	
                                                30 June,
    2010

                                              	 	
                                                4,103

                                              	 
	
                                                30 September,
      2010

                                              	 	
                                                18,973

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Section
7.05.  Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:

       

      (a)           Dispositions of obsolete or worn out
property, whether now owned or hereafter acquired, in the ordinary course of
business;

       

      (b)           Dispositions of inventory and grants of
licenses in the ordinary course of business;

       

      (c)           Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such
Disposition are reasonably promptly applied to the purchase price of such
replacement property;

       

      (d)           Dispositions of property by any of the
Borrower’s Subsidiaries to the Borrower or to a wholly-owned Subsidiary of the
Borrower;


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      (e)           Other dispositions of property by the
Borrower or any of the Borrower’s Subsidiaries in reliance on this Section 7.05(e), during any calendar
year, which collectively have a fair-market value of less than US$10.0 million;
and

       

      (f)
           Dispositions of property by Synutra,
Inc. and its Subsidiaries which are permissible under Section 6.15 of this
Agreement.;
and

       

      (g)           the
Dispositions referred to in the definition of “Qualifying Excess
Cash”.

       

      Section
7.06
Distributions. (a) Make any
Distribution other than a Permitted Distribution, or (b) permit any of its
Subsidiaries to make, any Distribution of the type listed in clause (d) of the
definition of Distribution other than Permitted
Distributions.

       

      ARTICLE
8

      Events of Default and
Remedies

       

      Section
8.01.  Events
of Default.  Any
of the following shall constitute an Event of Default:

       

      (a)           Non-Payment.  The Borrower fails to pay
when due any amount of principal of any Loan, or the Borrower fails to pay any
interest on any Loan, any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document on or within five days after the due
date thereof; or

       

      (b)           Specific
Covenants.  The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section 6.02, 6.04, 6.08, 6.10, 6.11 or 6.15 or Article 7, as applicable;
or

       

      (c)           Other
Defaults.  The
Borrower fails to perform or observe any other covenant or agreement (not
specified in subsection (a) or (b) above) contained in any Loan
Document on its part to be performed or observed and such failure continues for
30 days; or

       

      (d)           Representations and
Warranties.  Any
representation, warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading in any material respect when made or deemed made;
or

       

      (e)           Cross-Default.  The Borrower or any
Material Subsidiary (i) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee, (other than Indebtedness hereunder) in a
principal amount in excess of US$1,000,000, or (ii) fails to observe or perform
any other agreement or condition relating to any Indebtedness or Guarantee, or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded;
or


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      (f)
           Insolvency
Proceedings, Etc.  The Borrower or any
Material Subsidiary institutes or consents to the institution of any proceeding
under any Debtor Relief Law, or makes an assignment for the benefit of
creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator or similar officer for it or for all
or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, or similar officer is appointed without the application
or consent of the Borrower or such Material Subsidiary and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to the Borrower or any Material Subsidiary or to
all or any material part of its property is instituted without the consent of
the Borrower or such Material Subsidiary and continues undismissed or unstayed
for 60 calendar days, or an order for relief is entered in any such proceeding;
or

       

      (g)           Inability to Pay
Debts; Attachment.  (i) The Borrower or any
Material Subsidiary becomes unable or admits in writing his or its inability or
fails generally to pay his or its debts as they become due, or (ii) any writ or
warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of the Borrower or any Material
Subsidiary and is not released, vacated or fully bonded within 30 days after its
issue or levy; or

       

      (h)           Reduction or Loss of
Capital.  A
meeting is convened by the Borrower for the purpose of passing any resolution to
purchase, reduce or redeem any of its share capital; or

       

      (i)
           Composition.  Any steps are taken, or
negotiations commenced, by the Borrower or any Material Subsidiary or by any of
their respective creditors with a view to proposing any kind of composition,
compromise or arrangement involving such company or, as the case may be, such
Person and any of its creditors; or

       

      (j)
           Analogous
Proceedings.  There occurs, in relation
to the Borrower or any Material Subsidiary in any country or territory in which
any of them carries on business or to the jurisdiction of whose courts any part
of their respective assets is subject, any event which, in the reasonable
opinion of the Required Lenders, appears in that country or territory to
correspond with, or have an effect equivalent or similar to, any of those
mentioned in Sections 8.01(f) through (i) (inclusive) or the Borrower or any
Material Subsidiary otherwise becomes subject, in any such country or territory,
to the operation of any law relating to insolvency, bankruptcy or liquidation;
or


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      (k)           Judgments.  There is entered against
the Borrower or any Material Subsidiary (i) a final judgment or order for the
payment of money in an aggregate amount exceeding US$1,000,000 (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage), or (ii) any one or more non-monetary final judgments that
have, or would reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect;
or

       

      (l)
           Cessation of
Business.  The
Borrower or any Material Subsidiary suspends or ceases or threatens to suspend
or cease to carry on its businesses; or

       

      (m)           Seizure.  All or a material part of
the undertakings, assets, rights or revenues of, or shares or other ownership
interests in, the Borrower or any Material Subsidiary are seized, nationalised,
expropriated or compulsorily acquired by or under the authority of any
government; or

       

      (n)           Invalidity of Loan
Documents.  Any
Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or the Borrower or any other
Person contests in any manner the validity or enforceability of any Loan
Document; or the Borrower denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or

       

      (o)           Lien
Defects.  Any
Lien created by any of the Security Documents shall at any time fail to
constitute a valid and perfected Lien on all of the Collateral purported to be
subject thereto, securing the obligations purported to be secured thereby, with
the priority required by the Loan Documents, or the Borrower or Synutra, Inc.
shall so assert in writing; or

       

      (p)           Material Adverse
Change, etc.  Any
event shall occur which has had or is reasonably likely to have a Material
Adverse Effect; or

       

      (q)           Change of
Management, etc.  Any claim, demand or the
commencement of any proceeding shall have been made or threatened to be made
against the Borrower, or any of their respective Affiliates or employees (not
limited to the filing of a lawsuit against any Affiliate or employee) which
alleges any impropriety, illegality, negligence or contractual or fiduciary
breach related to the performance of services by such Person that, if
successful, would reasonably be expected to materially and adversely affect the
Borrower or any Material Subsidiary; or

       

      (r)
           Judgment or
Order.  Any
judgment or order shall be entered in any investigative, administrative or
judicial proceeding involving a determination that the Borrower (or an Affiliate
of the Borrower) shall have violated in any material respect any civil or
criminal law or regulation applicable to it.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      (s)           Permitted
Holders.  The
Permitted Holders are the beneficial owners and “control”, as determined
pursuant to Rule 13d-3 under the United States Securities Exchange Act of 1934,
as amended, of less than 50% plus one vote of the total voting power of the
Voting Stock of the Borrower (or any successor entity).

       

      (t
)           Pledged
Stock.  The
Pledged Stock constitutes less than 100.0% of the total voting power of the
Voting Stock of Synutra, Inc. (or any successor entity).

       

      Section
8.02.  Remedies
Upon Event of Default.  If any Event of Default occurs and is
continuing, the Administrative Agent shall at the request of, or may with the
consent of, the Required Lenders, take any or all of the following
actions:

       

      (a)           declare the Commitment to be terminated,
whereupon the Commitment shall be terminated;

       

      (b)           declare the unpaid principal amount of
any Loan, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Borrower;

       

      (c)           give instructions to the Collateral
Agent to foreclose on the Collateral in accordance with the Collateral Agreement
and with any other Security Documents then in existence; and

       

      (d)           exercise all rights and remedies
available to it under the Loan Documents or applicable law;

       

      provided, however, that upon the occurrence of an actual
or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, the Commitments shall automatically
terminate, and the unpaid principal amount of the Loans and all interest and
other amounts as aforesaid shall automatically become due and payable, in each
case without further act of the Administrative Agent or any
Lender.

       

      Section
8.03.   Application
of Funds.  After
the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable as set forth in the proviso
to Section 8.02), subject to Article 3 and Article10, any amounts received on
account of the Obligations shall be applied by the Administrative Agent in the
following order :

       

      First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article3) payable to the Administrative
Agent in its capacity as such;


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal, interest) payable to the Lenders (including fees, charges and
disbursements of counsel to the respective Lenders) and amounts payable
under Article3, ratably among them in
proportion to the respective amounts described in this clause Second payable to them;

       

      Third, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans and other
Obligations, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;

       

      Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans, ratably among the
Lenders, in proportion to the respective amounts described in this clause
Fourth held by them; and

       

      Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.

       

      ARTICLE
9

      Administrative Agent

       

      Section
9.01.  Appointment
and Authority.

       

      (a)           Each of the Lenders hereby irrevocably
appoints ABN
AMRORBS to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of
the Administrative Agent and the Lenders, and the Borrower shall not have rights
as a third party beneficiary of any of such provisions.

       

      (b)           The Administrative Agent shall also act
as the Collateral Agent under the Loan Documents, and each of the Lenders hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent
of such Lender for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by the Borrower to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental
thereto.  In this connection, the Administrative Agent, the Collateral
Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent or the Collateral Agent pursuant to Section 9.05 for purposes of holding or
enforcing any Lien on the Collateral or any other collateral (or any portion
thereof) granted under the Security Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article 9 and Article10 (including Section 10.04(c), as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under
the Loan Documents) as if set forth in full herein with respect
thereto.


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      Section
9.02.  Rights
as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

       

      Section
9.03.  Exculpatory
Provisions.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative
Agent:

       

      (a)           shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing;

       

      (b)           shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not
be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to
any Loan Document or applicable law; and

       

      (c)           shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower
or any of its Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any
capacity.

       

      The Administrative Agent shall not be
liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith shall be necessary, under the circumstances as provided in
Sections 10.01 and 8.02) or (ii) in the absence of its own
gross negligence or willful misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower or
a Lender.


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      The Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or the creation, perfection or priority of any Lien
purported to be created by the Security Documents, (v) the value or the
sufficiency of any Collateral, or (vi) the satisfaction of any condition set
forth in Article 4 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

       

      Section
9.04.  Reliance
by Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  The
Administrative Agent also may rely upon any statement made to it
verbally  or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan that by its terms must be fulfilled to the satisfaction of
a Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

       

      Section
9.05.  Delegation
of Duties. The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.


      
        
           


        

        
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      Section
9.06.  Resignation
of Administrative Agent. The Administrative Agent may at any time
give notice of its resignation to the Lenders and the Borrower.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall be
a bank with offices in the United States and Hong Kong, or an Affiliate of any
such bank with offices in the United States and Hong Kong.  If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and
(b) all payments, communications and determinations provided to be made by, to
or through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section 9.06.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section 9.06).  The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

       

      Section
9.07.  Non-reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.

       

      Section
9.08.  Administrative
Agent May File Proofs of Claim.  In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative
to the Borrower, the Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:


      
        
           


        

        
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      (a)           to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Section 2.09 and 10.04) allowed in such judicial
proceeding; and

       

      (b)           to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the
same;

       

      and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and to the Lenders, if the Administrative Agent shall
consent to the making of such payments directly to the Lenders; and to pay to
the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent
under Section 2.09 and 10.04.

       

      Nothing contained herein shall be deemed
to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

       

      Section
9.09.  Collateral
Matters. The Lenders
irrevocably authorize the Administrative Agent, at its option and in its
discretion,

       

      (a)           to release any Lien on any property
granted to or held by the Administrative Agent under any Loan Document (i) upon
termination of the Commitments and payment in full of all Obligations (other
than contingent indemnification obligations), (ii) that is sold or to be sold as
part of or in connection with any sale permitted hereunder or under any other
Loan Document, or (iii) if approved, authorized or ratified in writing in
accordance with Section 10.01; and

       

      (b)           to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the
holder of any Collateral Permitted Liens.

       

      Upon request by the Administrative Agent
at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate its interest in particular types or
items of property pursuant to this Section 9.09.  In each case as
specified in this Section 9.09, the Administrative Agent
will, at the Borrower’s expense, execute and deliver to the Borrower such
documents as the Borrower may reasonably request to evidence the release of such
item of Collateral from the assignment and security interest granted under the
Security Documents or to subordinate its interest in such item, or in each case
in accordance with the terms of the Loan Documents and this Section 9.09.


      
        
           


        

        
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      Section
9.10.  No Other
Duties.  Anything
herein to the contrary notwithstanding, the Arranger listed on the cover page
hereof shall have no powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, Collateral Agent or a Lender
hereunder.

       

      ARTICLE
10

      Miscellaneous

       

      Section
10.01.  Amendments,
etc.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided,
however, that no such
amendment, waiver or consent shall:

       

      (a)        waive any condition set forth in Section
4.01 (other than Section 4.01(f)), without the written consent of each
Lender;

       

      (b)        extend or increase the Commitment (or
reinstate the Commitment if terminated pursuant to Section 8.02) without the
written consent of such Lender;

       

      (c)        postpone any date fixed by this
Agreement or any other Loan Document for any payment of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under
such other Loan Document without the written consent of each Lender entitled to
such payment;

       

      (d)        reduce the principal of, or the rate of
interest specified herein on any Loan, or (subject to clause (ii) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
entitled to such amount; provided,
however, that only the
consent of the Required Lenders shall be necessary to amend the definition of
“Default Rate” or to waive any obligation of the Borrower to pay interest at the
Default Rate;

       

      (e)        change Section 8.03 in a manner that
would alter the pro rata sharing of payments required thereby without the
written consent of each Lender;

       

      (f)        change  any provision of this
Section 10.01 or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to amend, waive
or otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each
Lender;

       

      (g)        release all or substantially all of the
Collateral in any transaction or series of related transactions, without the
written consent of each Lender;
or


      
        
           


        

        
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      (h)        impose any greater restriction on the
ability of any Lender under a Loan to assign any of its rights or obligations
hereunder without the written consent of each Lender;

       

      and provided,
further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties to the Fee
Letter.

       

      Section
10.02.  Notices
and Other Communications; Facsimile Copies.

       

      (a)        General.  Unless otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including by facsimile transmission).  All such
written notices shall be mailed, faxed or delivered to the address, facsimile
number or (subject to subsection (c) below) electronic mail address specified
for notices to the applicable party on Schedule 10.02; or to such other address,
facsimile number or electronic mail address as shall be designated by such party
in a notice to the other party.  All notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
telephone number specified for notices to the applicable party on Schedule
10.02, or to such other telephone number as shall be designated by such party in
a notice to the other party.  All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the relevant party hereto and (ii) (A) if delivered by
hand or by courier, when signed for by or on behalf of the relevant party
hereto; (B) if delivered by mail, four Business Days after deposit in the mails,
postage prepaid; (C) if delivered by facsimile, when sent and receipt has been
confirmed by telephone; and (D) if delivered by electronic mail (which form of
delivery is subject to the provisions of subsection (c) below), when delivered;
provided, however, that notices and other communications
to each of the Lenders and the Administrative Agent pursuant to Article 2 shall
not be effective until actually received by each of the Lenders and the
Administrative Agent.  In no event shall a voicemail message be
effective as a notice, communication or confirmation
hereunder.  Notices to any Lender not listed in Schedule 10.02 shall
be transmitted to the address, facsimile number or (subject to subsection (c)
below) electronic address specified by such Lender in the Assignment and
Assumption.

       

      (b)        Effectiveness of
Facsimile Documents and Signatures.  Loan Documents may be
transmitted and/or signed by facsimile.  The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on the Borrower,
the Administrative Agent and each of the Lenders.  Each of the Lenders
and Administrative Agent may also require that any such documents and signatures
be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver
the same shall not limit the effectiveness of any facsimile document or
signature.

       

      (c)        Limited Use of
Electronic Mail.  Electronic mail and
Internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided
in Section 6.01, and to distribute Loan Documents for negotiation and execution
by the parties thereto, and may not be used for any other
purpose.


      
        
           


        

        
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      (d)        Reliance by
Administrative Agent and Lender.  The Administrative
Agent  and the Lenders shall be entitled to rely and act upon any
notices reasonably believed by the Administrative Agent or such Lender, as
applicable, to be given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent, each
of the Lenders, its Affiliates, and their respective officers, directors,
employees, agents and attorneys-in-fact from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower.  All telephonic
notices to and other communications with the Administrative Agent and each of
the Lenders may be recorded by the Administrative Agent and each of the Lenders
and the Borrower hereby consents to such recording.

       

      Section
10.03.  No
Waiver; Cumulative Remedies.  No failure by any Lender or the
Administrative Agent to exercise, and no delay by any Lender or the
Administrative Agent in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

       

      Section
10.04.  Attorney Costs,
Expenses, Taxes and Indemnities.

       

      (a)        Attorney Costs,
Expenses and Taxes.  The Borrower agrees to pay
or reimburse the Administrative Agent for all reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, drafting, execution
(including notary or other attestation fees) or delivery of any Loan Document
and the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or the other Loan Documents (including all such
costs and expenses incurred during any “workout” or restructuring in respect of
the Obligations and during any legal proceeding, including any proceeding under
any Debtor Relief Law), including all Attorney Costs, any documentary or stamp
taxes and notary fees.  The foregoing costs and expenses shall include
all search, filing, recording, title insurance and appraisal charges and fees
and taxes related thereto, and other out-of-pocket expenses (including
appointment of a sub-agent pursuant to Section 9.05) reasonably incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent.  The Borrower
shall pay all out of pocket expenses incurred by any Lender (including all
Attorney Costs), in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section 10.04, or (B) in connection with Loans made,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.  All amounts
due under this Section 10.04 shall be payable within five Business Days after
written demand thereof by the Administrative Agent or by the Lender through the
Administrative Agent.  The agreements in this Section 10.04 shall
survive the termination of the Commitment and repayment, satisfaction or
discharge of all other Obligations.
Notwithstanding the foregoing, the legal expenses of the Administrative Agent
and the Lenders with respect to the First Amendment Agreement shall be as set
forth in the First Amendment Agreement.

       

      
        
           


        

        
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      (b)        Indemnification by
the Borrower.  Whether or not the transactions
contemplated hereby are consummated, but subject to the provisions of Sections
3.01, 3.04 and 3.05 (which shall provide the only source of indemnification for
the matters covered therein), the Borrower shall indemnify and hold harmless the
Administrative Agent and each of the Lenders and their Affiliates, and their
respective directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the “Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) the Commitment,
the Loan or the use or proposed use of the proceeds therefrom or (c) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the
“Indemnified
Liabilities”), in all
cases, whether or not caused by or arising, in whole or in part, out of the
negligence of the Indemnitee; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee.  No Indemnitee shall have any
liability for any indirect or consequential damages relating to this Agreement
or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date).  All
amounts due under this Section 10.04 shall be payable within five Business Days
after demand therefor.  The agreements in this Section 10.04 shall
survive the termination of the Commitment and the repayment, satisfaction or
discharge of all the other Obligations. Any amount payable to the Administrative
Agent under Section 10.04(a), Section 2.09(a) and Section 10.04(c) shall include
the cost of utilizing the Administrative Agent’s management time or other
resources and will be calculated on the basis of such reasonable daily or hourly
rates as the Administrative Agent may notify to the Borrower and the Lenders,
and is in addition to any fee paid or payable to the Agent under Section
2.09(c).

       

      
        
           


        

        
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      (c)        Reimbursement by
Lenders.  To the
extent that the Borrower for any reason fails to indefeasibly pay any amount
required under subsection (a) or (b) of this Section 10.04 to be paid by it to
the Administrative Agent (or any sub-agent thereof) or any of its Affiliates,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent) or its Affiliate, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense
(including a fee pursuant to Section 2.09(a)) or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or against any
of its Affiliates in connection with such capacity.  The obligations
of the Lenders under this subsection (c) are subject to the provisions of
Section 2.07(d).

       

      (d)        Waiver of
Consequential Damages, Etc.  To the fullest extent
permitted by applicable law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (a) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

       

      (e)        Payments.  All amounts due under this
Section 10.04 shall be payable not later than ten Business Days after demand
therefor.

       

      (f)        Survival.  The agreements in this
Section 10.04 shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Commitment and the repayment,
satisfaction or discharge of all the other Obligations.

       

      Section
10.05.  Payments
Set Aside.  To
the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then, to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such set-off had not occurred.

       

      
        
           


        

        
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      Section
10.06.  Successors
and Assigns; Participations.

       

      (a)        The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each of the Lenders.  Each of the
Lenders may assign and transfer all or any part of its rights and/or obligations
under this Agreement to any one or more persons (an “Assignee”) and after any such
assignment/transfer the expression such “Lender” shall be deemed to include such
assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of
such Lender’s obligations may only be effected if the transferee shall undertake
to become bound by the terms of this Agreement and thereafter that transferee
alone shall be obliged to perform that portion of the Lender’s obligations which
corresponds to its interest; Upon request, the Borrower shall execute and
deliver any documents reasonably necessary or appropriate to give effect to such
assignment and to provide for the administration of this Agreement after giving
effect thereto.  Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in Section10.06(c) and, to the extent expressly contemplated
hereby, the Indemnitees) any legal or equitable right, remedy or claim under or
by reason of this Agreement.  Subsequent to any assignment by any
Lender to an Assignee, such Lender will notify the Borrower of such
assignment.  The parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of US$1,000; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation
fee.  The assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Details Form.

       

      (b)        The Administrative Agent, acting solely
for this purpose as an agent of the Borrower, shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Assumption delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.

       

      (c)        Any Lender may at any time, without
acknowledgement by, or notice to, the Borrower, sell participations to any
Person (other than the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement; provided that (i) such Lender’s and the
Borrower’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the Borrower for the performance of
such obligations and (iii) the Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which such Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may
provide that such Lender will not, without an acknowledgement by the
Participant, agree to any amendment, waiver or other modification that would (i)
postpone any date upon which any payment of money is scheduled to be made to
such Participant, (ii) reduce the principal, interest, fees or other amounts
payable to such Participant (provided,
however, that such Lender
may, without an acknowledgement by the Participant, waive the right to be paid
interest at the Default Rate) or (iii) release all or substantially all of the
Collateral.  Subject to Section10.06(d), the Borrower agrees that each
Participant shall be entitled to the benefits of Section3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section10.08 as though it were a
Lender.

       

      
        
           


        

        
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      (d)        A Participant shall not be entitled to
receive any greater payment under Section3.01, 3.04 or 3.05 than the Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
acknowledged by the Borrower in writing.

       

      (e)        Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

       

      (f)        The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

       

      (g)        The Borrower and its Related Parties
shall use their respective reasonable best efforts to facilitate any selling of
any participation pursuant to Section10.06(c), including by promptly providing
any information requested by any Lender for the benefit of any potential
Participant.

       

      Section
10.07.  Confidentiality.  Each of the Administrative
Agent and the LendersFinance
Parties agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this
Agreementa Loan
Document; (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this
Agreementa Loan
Document or the enforcement
of rights hereunderthereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section10.07
to (i) any Assignee of or
Participant in, or any prospective Assignee of or Participant in, any of its
rights or obligations under this
Agreementa Loan
Document or (ii) any direct
or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty’s or prospective counterparty’s professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this
Section10.07 or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidentiala Finance
Party on a non-confidential
basis from a source other than the Borrower.  In addition,
the
Administrative Agent and any Lendera Finance
Party may disclose the
existence of this
Agreementany Loan
Document and information
about this
Agreementany Loan
Document to market data
collectors, similar service providers to the lending industry, and service
providers to the
Administrative Agent or any Lendersuch Finance
Party in connection with
the administration and management of this Agreement, the other Loan Documents,
the Commitment and the Loans.

       

      
        
           


        

        
          56

          
            

          

        

        
           


        

      

       

      For the purposes of this Section 10.07,
“Information” means all information received from
the Borrower relating to it or its business, other than any such information
that is available to the
Administrative Agent or any Lender on a nonconfidentiala Finance
Party on a non-confidential
basis prior to disclosure by the Borrower; provided that in the case of information
received from the Borrower after the date hereof, such information is clearly
identified in writing at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section 10.07 shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

       

      Section
10.08.  Set-off.  In addition to any rights and remedies
of any Lender provided by law, upon the occurrence and during the continuance of
any Event of Default, but subject to Article 3 and Article10, any Lender is
authorized at any time and from time to time, without prior notice to the
Borrower, any such notice being waived by the Borrower to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the
account of the Borrower against any and all Obligations owing to such Lender
hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not such Lender shall have made demand under this
Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the
applicable deposit or indebtedness.  Each of the Lenders agrees
promptly to notify the Administrative Agent and the Borrower after any such
set-off and application; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and
application.


      
        
           


        

        
          57

          
            

          

        

        
           


        

      

       

      Section
10.09.  Interest
Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum
Rate”).  If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.

       

      Section
10.10.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       

      Section
10.11.  Integration;
Effectiveness.  This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter.  In the event of any conflict
between the provisions of this Agreement and those of any other Loan Document,
the provisions of this Agreement shall control; provided that the inclusion of supplemental
rights or remedies in favor of the Administrative Agent or a Lender in any other
Loan Document shall not be deemed a conflict with this
Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.  Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto.  Delivery of an executed counterpart of a signature page of
this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

       

      Section
10.12.  Survival
of Representations and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations and
warranties have been or will be relied upon by the Administrative Agent and each
Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or
any other Obligation hereunder shall remain unpaid or
unsatisfied.

       

      Section
10.13.  Severability.  If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions.  The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


      
        
           


        

        
          58

          
            

          

        

        
           


        

      

       

      Section
10.14.  Governing
Law.

       

      (a)        THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH
OF THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

       

      (b)        ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK
CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT
AND EACH OF THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.  THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING
UPON IT AND WILL BE GIVEN EFFECT IN ANY OTHER JURISDICTION TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW AND MAY BE ENFORCED IN ANY COURT TO THE JURISDICTION
OF WHICH THE BORROWER IS OR MAY BE SUBJECT BY A SUIT UPON SUCH JUDGMENT;
PROVIDED THAT SERVICE OF PROCESS IS EFFECTED
UPON IT IN ONE OF THE MANNERS SPECIFIED HEREIN OR AS OTHERWISE PERMITTED BY
LAW.

       

      Section
10.15.  Waiver
of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


      
        
           


        

        
          59

          
            

          

        

        
           


        

      

       

      Section
10.16.  New
York Process Agent.  Without prejudice to any other mode of
service allowed under any relevant Law the Borrower:

       

      (a)        irrevocably shall have appointed, on or
prior to the first Credit Extension, CT Corporation System, located at 111
Eighth Avenue, New York, NY 10011 as its agent for service of process, in
relation to any proceedings before the courts of the State of New York sitting
in the Borough of Manhattan, New York City or of the United States for the
Southern District of such State in connection with this Agreement;
and

       

      (b)        agrees that failure by a process agent
to notify the Borrower of the process will not invalidate the proceedings
concerned.

       

      Section
10.17.  No
Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the Borrower
acknowledges and agrees and acknowledges its Affiliates’ understanding that: (i)
(A) the arranging and other services regarding this Agreement provided by the
Administrative Agent, the Collateral Agent, the Arranger and their respective
Affiliates are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent,
the Arranger and their respective Affiliates, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent, the Collateral Agent and the Arranger are and have been
acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, have not been, are not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Affiliates, or any other
Person and (B) the Administrative Agent, the Collateral Agent and the Arranger
have no obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Collateral Agent, the Arranger and their respective Affiliates may be engaged in
a broad range of transactions that involve interests that differ from those of
the Borrower and its Affiliates, and the Administrative Agent, the Collateral
Agent and the Arranger have no obligation to disclose any of such interests to
the Borrower or its Affiliates.  To the fullest extent permitted by
law, the Borrower hereby waives and releases any claims that it may have against
the Administrative Agent, the Collateral Agent or the Arranger with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby.


      
        
           


        

        
          60

          
            

          

        

        
           


        

      

       

      Section
10.18.  Obligation
Currency.  The
obligation of the Borrower to make payments pursuant to this Agreement is in US
Dollars (the “Obligation
Currency”) and such
obligation shall not be discharged or satisfied by any tender or recovery
pursuant to any judgment expressed in any currency other than the Obligation
Currency or any other realization in such other currency, whether as proceeds of
set-off, security, guarantee, distributions, or otherwise, except to the extent
to which such tender, recovery or realization shall result in the receipt by the
party which is to receive such payment of the full amount of the Obligation
Currency expressed to be payable hereunder.  The Borrower agrees to
indemnify the party which is to receive such payment for the amount (if any) by
which the US
Dollar Equivalent of such
receipt shall fall short of the full amount of the Obligation Currency expressed
to be payable hereunder and the party which is to receive such payment agrees to
pay to the party liable to make such payment the amount (if any) by
which the US
Dollar Equivalent of such
receipt shall exceed the full amount of the Obligation Currency, and, in each
case, such obligation shall not be affected by judgment being obtained for any
other sums due under this Agreement.  The
parties agree that the rate of exchange which shall be used to determine if such
tender, recovery or realization shall result in the receipt by the party which
is to receive such payment of the full amount of the Obligation Currency
expressed to be payable hereunder shall be the noon
buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York for the
business day (being a day (excluding Saturdays and Sundays) on which banks are
generally open in New York) preceding
that on which the judgment becomes a final judgment.

       

      
        
           


        

        
          61

          
            

          

        

        
           


        

      

       

      IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above
written.

       

      
        
          
            	
                    SYNUTRA
      INTERNATIONAL, INC.

                  
	 
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

      


      – Loan
Agreement Signature Page –

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    ABN
      AMRO BANK N.V.,

                    as
      Administrative Agent and 

                    Collateral
      Agent

                  
	 
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

      


      
        
          	
                  By:

                	 
      
	
                  Name:

                
	
                  Title:

                


        

      

      


      – Loan
Agreement Signature Page –

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    ABN
      AMRO BANK N.V.,

                    as
      Arranger

                  
	 
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

      


      
        
          
            	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

      


      – Loan
Agreement Signature Page –

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

      
        
          
            
              
                	
                        ABN
      AMRO BANK N.V.,

                        HONG
      KONG BRANCH,

                        as
      Lender

                      
	 
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      


              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            By:

                          	 
      
	
                            Name:

                          
	
                            Title:

                          


                  

                

              

            

          

        

      

      


      – Loan
Agreement Signature Page –


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        SHINHAN
      BANK,

                        NEW
      YORK BRANCH,

                        as
      Lender

                      
	 
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      


              

            

          

        

      

      


      [Signature
blocks of original parties to this Agreement omitted]

       

      – Loan
Agreement Signature Page –


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      SCHEDULE 2.01

       

      LENDERS

       

      
        
          
            
              	
                      
                        Name

                      

                    	 	
                      
                        Applicable
      Percentage

                      

                    	 	    	
                      
                        Applicable Commitment

                      

                    	 
	 	 	 	 	 	 	 	 	 
	
                      ABN
      AMROThe
      Royal Bank
      of Scotland N.V.,

                       acting through its Hong Kong
      Branch

                    	 	 	57.1429	%	 	US$	
                      20.0
million

                    	 
	 	 	 	 	 	 	 	 	 
	
                      Shinhan Bank,
New
      York BranchAsia
      Limited

                    	 	 	42.8571	%	 	US$	
                      15.0
million

                    	 


            

          

        

      


      
        
           


        

        
          S-1

          
            

          

        

        
           


        

      


      
        
          SCHEDULE
5.10

          


          SUBSIDIARIES
OF THE BORROWER

          


          
            
              
                
                  
                    
                      	 
      	 
      	 
      	 
      	
                              Place
      of

                            	 
      	 
      
	
                              No

                            	 
      	
                              Name
      of the Subsidiaries

                            	 
      	
                              Incorporation

                            	 
      	
                              Shareholder
      Structure

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              1.

                            	 
      	
                              Synutra,
      Inc.

                            	 
      	
                              Illinois,
      U.S.A.

                            	 
      	
                              100%
      owned by Synutra International, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              2.

                            	 
      	
                              Inner
      Mongolia Sheng YuanShengyuan Food
      Co., Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra International, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              3.

                            	 
      	
                              Mei TaiMeitek Technology

                              (Qingdao)
      Co.,
      Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra International, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              4.

                            	 
      	
                              Heilongjiang
      Baoquanling Cultivable Area Sheng YuanShengyuan Dairy Co.,
      Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              94.6298.83%
      owned by Synutra
      International, Inc.;

                              5.381.17%
      owned by Heilongjiang
      Junchuan Ranch

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              5.

                            	 
      	
                              Sheng
      YuanShengyuan

                              Nutritional
      Food Co., Ltd.1

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              6.

                            	 
      	
                              Qingdao
      Sheng YuanHeilongjiang Mingshan Dairy
      Co., Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              7.

                            	 
      	
                              Luobei
      Sheng YuanZhangjiakou Shengyuan Dairy
      Co., Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              8.

                            	 
      	
                              Zhangjiakou
      Sheng Yuan Dairy Co., Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Synutra, Inc.

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              8.

                            	 
      	
                              Inner
      Mongolia Meng
      YuanMengyuan
      Food Co., Ltd.

                            	 
      	
                              PRC

                            	 
      	
                              100%
      owned by Zhangjiakou Sheng Yuan Dairy Co., Ltd.

                            
	
                               
      

                            	 
      	 
      	 
      	 
      	 
      	 
      
	
                              9.

                            	 
      	
                              Unisono
      B.V.

                            	 
      	
                              Netherlands

                            	 
      	
                              100%
      owned by Synutra International,
  Inc.

                            


                    

                  

                

              

            

          

          
             

            
              

            

          

          
            1 The
former name of Sheng Yuan Nutritional Food Co., Ltd. is Qingdao ST
George Dairy Co., Ltd.

          

           

          
            
              
              

            

            
              S-2

              
                

              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        	 
      	 
      	 
      	 
      	
                                Place of

                              	 
      	 
      
	
                                No

                              	 
      	
                                Name of the Subsidiaries

                              	 
      	
                                Incorporation

                              	 
      	
                                Shareholder Structure

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                10.

                              	 
      	
                                Synutra
      International Company Limited

                              	 
      	
                                BVI

                              	 
      	
                                100%
      owned by Synutra International, Inc.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                11.

                              	 
      	
                                Synutra
      International (HK) Company Limited

                              	 
      	
                                Hong
      Kong

                              	 
      	
                                100%
      owned by Synutra International Company Limited

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                12.

                              	 
      	
                                Global
      Food Trading (Shanghai) Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                100%
      owned by Synutra International (HK) Company
  Limited

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                13.

                              	 
      	
                                Beijing
      Shengyuan Huiliduo Food Technology Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                100%
      owned by Shengyuan Nutritional Food Co., Ltd.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                14.

                              	 
      	
                                Beijing
      Shengyuan Meitek Technology Development Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                100%
      owned by Meitek Technology (Qingdao) Co., Ltd.

                              
	
                                 
      

                              	 
      	 
      	 
      	 
      	 
      	 
      
	
                                15.

                              	 
      	
                                Heilongjiang
      Baoquanling Shengyuan Dairy Cow Breeding Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                100%
      owned by Heilongjiang Baoquanling Shengyuan Dairy Co.,
      Ltd.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                16.

                              	 
      	
                                Harbin
      Shengyuan Dairy Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                100%
      owned by Heilongjiang Baoquanling Shengyuan Dairy Co.,
      Ltd.

                              
	 	 	 	 	 	 	 
	
                                17.

                              	 
      	
                                Beijing
      Shengyuan Huimin Technology Service Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                Controlled
      by Shengyuan Nutritional Food Co., Ltd.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                18.

                              	 
      	
                                Nanjing
      Shengyuan Huiren Clinical Examination Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                Controlled
      by Beijing Shengyuan Huimin Technology Service Co.,
      Ltd.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                19.

                              	 
      	
                                Taiyuan
      Shengyuan Huiren Clinical Examination Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                Controlled
      by Beijing Shengyuan Huimin Technology Service Co.,
      Ltd.

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                20.

                              	 
      	
                                Shijiazhuang
      Shengyuan Huiren Clinical Examination Co., Ltd.

                              	 
      	
                                PRC

                              	 
      	
                                Controlled
      by Beijing Shengyuan Huimin Technology Service Co.,
      Ltd.

                              


                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              S-3

              
                

              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	 
      	
                                  Place
      of

                                	 
      	 
      
	
                                  No

                                	 
      	
                                  Name of the Subsidiaries

                                	 
      	
                                  Incorporation

                                	 
      	
                                  Shareholder Structure

                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  21.

                                	 
      	
                                  Heilongjiang
      Shengyuan Huiren Clinical Examination Co., Ltd.

                                	 
      	
                                  PRC

                                	 
      	
                                  Controlled
      by Beijing Shengyuan Huimin Technology
      Service Co.,
Ltd.

                                


                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              S-4

              
                

              

            

            
              
              

            

          

           

          SCHEDULE
5.16

           

          CORPORATE
CHART OF THE BORROWER

           

          [the
original corporate chart is intentionally omitted]

           

          
            

          

          * The
former name of Sheng Yuan Nutritional Food Co., Ltd. is Qingdao ST George Dairy
Co., Ltd.

          


          

          


          Notes:

          1.
The former name of Shengyuan Nutritional Food Co., Ltd. is Qingdao ST George
Dairy Co., Ltd.

          2.
Shengyuan Nutritional Food Co., Ltd. has two branches: 1) Beijing Nutritional
Research Centre; 2) Shenzhen Branch. 

          3.
The former name of Heilongjiang Mingshan Dairy Co., Ltd. is Luobei Shengyuan
Dairy Co., Ltd.

           

        

      

    

    
      
        
          
             


          

          
            S-5

            
              

            

          

          
             


          

        

      


      SCHEDULE 7.01

       

      EXISTING LIENS

      


      SYNUTRA INTERNATIONAL,
INC.:

      


      None

      


      SUBSIDIARIES:

      


      
        
          
            
              	
                      (A)

                    	
                      Sheng Yuan
      Nutritional Food Co., Ltd.2

                    


            

          

        

      

      


      With respect to the loans of
RMB24,000,000 and
RMB21,000,000 extended by Agricultural Development Bank of China Zhangbei Branch
on March 29, 2007 and April 30, 2007, respectively, to Zhangjiakou Sheng Yuan Dairy Co., Ltd.,
the entity has provided guarantees for the loans.  Scope of the
debt guaranteed includes
principal and accrued costs.

      


      
        	
                (B)

              	
                Qingdao Sheng Yuan Dairy Co.,
      Ltd.

              


      

      


      With respect to the loan of
RMB20,000,000 extended by Agricultural Bank of China Zhangbei Branch in
December, 2006 to Zhangjiakou Sheng Yuan Dairy Co., Ltd., the entity has provided guarantees for the
loan.  Scope of the debt guaranteed includes principal and accrued
costs.

      


      
        	
                (C)

              	
                Zhangjiakou Sheng Yuan Dairy Co.,
      Ltd.

              


      

      


      
        	
                 
      

              	
                1.

              	
                The entity has entered into a
      ceiling mortgage contract with Agricultural Bank of China
      Zhangbei Branch on
      July 5, 2006, to mortgage its land use rights, buildings and equipment for
      the loans (maximum of RMB80,000,000) over the period from July 5, 2006 to
      July 5, 2009.  The land in relation to the land use right is
      located in Chabei Administration Zone, Zhangjiakou City, Hebei
      Province, and certificate of the land use right is numbered
      Zhangshichaguoyong2004zi No.0001.  The mortgaged buildings are
      located in Chabei Administration Zone, Zhangjiakou City, Hebei Province
      with a ownership certificate numbered Zhangfangquanzhengchazi
      No.001027.  The mortgaged equipment includes an imported
      production line and a set of boiler.  Such mortgage is
      registered with Zhangjiakou Commercial and Industry Administration Chabei
      Branch, and is evidenced by a registration certificate numbered
      (2006)dizi No.002.

              


      

       

      
        
          

        

        
          2 The former name of
Sheng Yuan Nutritional Food Co., Ltd. is Qingdao ST George Dairy Co.,
Ltd.

        

      


      
        
           


        

        
          S-6

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                2.

              	
                With respect to the loan of
      RMB24,000,000 extended by Agricultural Development Bank of China Zhangbei
      Branch on March 29, 2007 to the entity, the entity has mortgaged its land
      use rights, buildings and equipment for the
      loan.  The lands in relation to the land use rights are located
      in Chabei Administration Zone, Zhangjiakou City, Hebei Province, and
      certificates of the land use rights are numbered Zhangshichaguoyong2007zi
      No.01039 and Zhangshichaguoyong2007zi No.01040.  The
      mortgaged buildings are located in Chabei Administration Zone, Zhangjiakou
      City, Hebei Province with ownership certificates numbered
      Zhangfangquanzhengchazi No.001532 and Zhangfangquanzhengchazi
      No.001533.  The mortgaged equipment includes148 pieces of
      equipment.  Such mortgage is registered with Zhangjiakou
      Commercial and Industry Administration Chabei Branch, and is evidenced by
      a registration certificate numbered chabeigongshang(2007)zi
      No.001.

              


      

      


      
        	
                 
      

              	
                3.

              	
                With respect to the loans of
      RMB24,000,000 and
      RMB21,000,000 extended by Agricultural Development Bank of China Zhangbei
      Branch on March 29, 2007 and April 30, 2007, respectively, to the entity, the entity has pledged
      fixed deposits in amounts of RMB1,200,000 and RMB1,050,000, respectively,
      for the
      loans.

              


      

      


      
        	
                 
      

              	
                4.

              	
                As at June 30, 2007, the entity
      had a guarantee given to the Agricultural Bank of China Zhangbei Branch in
      respect of bank loans of about RMB8,000,000 in total extended to 104
      farmers in the Zhangbei Area.  Total amount of bank loans
      under this guarantee
      arrangement was about RMB8,000,000 as of March 31, 2007.  These
      bank loans mature on December 25,
2007.

              


      


      
        
           


        

        
          S-7

          
            

          

        

        
           


        

      


      SCHEDULE 10.02

       

      NOTICE ADDRESSES AND LENDING
OFFICE

       

      BORROWER:

      


      c/o Synutra International,
Inc.

      2275 Research Blvd, Suite
500

      Rockville, MD 20850, USA

      Attention: Weiguo
Zhang

      Telephone: +1-301-840-3888 /
+1-202-246-8818

      Facsimile:
+1-301-987-2344

      E-mail:
wzhang@synutra.com

      


      ADMINISTRATIVE AGENT AND COLLATERAL
AGENT:

      


      ABN
AMROThe
Royal Bank of Scotland
N.V.

      One Raffles
QuayGeorge
Street

      Level 26,
South Tower B,
10/F

      Singapore 048583
049145

      Singapore

      Attention: Yong Peck
YuenJessica
Goh / Irene
Ng

      Telephone: +65-6518-8225 6517
3411 / 73423414

      Facsimile: +65-6518-6012 6517
3426 / 60353427

      E-Mail: peck.yuen.yong@sg.abnamrojessica.goh@rbs.com; irene.ng@sg.abnamrorbs.com

      


      ARRANGER:

      


      ABN
AMROThe
Royal Bank of
Scotland
N.V.

      38/F, Cheung Kong
Centre

      2 Queen’s Road Central

      Hong Kong

      Attention: David Yim

      Telephone:
+852-2700-3808

      Facsimile:
+852-2297-0665

      E-mail:  david.yim@hk.abnamro.com

      


      LENDERS:

      


      ABN
AMROThe
Royal Bank of Scotland
N.V., acting
through its Hong Kong
Branch

      38/F, Cheung Kong
Centre

      2 Queen’s Road Central

      Hong Kong

      Attention: Shirley
Yiu, Helen
Fei

      Telephone:  +852-2700-3209
/ 32112988-7129

      Facsimile: +852-2700-32023961-2166


      
        
           


        

        
          S-8

          
            

          

        

        
           


        

      


      E-mail:  shirley.yiu@hk.abmamro.com;
helen.fei@hk.abnamro.com
rbs.com

      And

      


      30th Floor,
AIA Central

      1 Connaught
Road, Central

      Hong
Kong

      Attention:
Ricole Tan

      Telephone:
+852 3961 3040

      Facsimile:  +852
2966 2309

      E-mail:
ricole.tan@rbs.com

      


      Shinhan Bank,
New York
Branch

      32/F, 800
3rd Ave.Asia
Limited

      35/F, Two
Exchange Square,

      New York,
N.Y. 10022, USA8 Connaught
Place, Central, Hong Kong

      Attention: Jerry Li,
Hyung Hoe KooYS Kim /
Edwina Sin

      Telephone: +852-2523-6207
/ +1-212-8000 ext 2193717-0750 /
+852-3717-0714

      Facsimile: +852-2810-1426 /
+1-212-317-8875

      E-mail:  jerryys8714@shinhan.com;
sin@shinhanasia.com.hk;
hhkoo@shinhan.com


      
        
           


        

        
          S-9

          
            

          

        

        
           


        

      

       

    

    EXHIBIT B

     

    FORM OF

    LOAN DRAWDOWN NOTICE

     

    Date:  ___________,
200_

    


    To:         ABN AMRO Bank N.V.

     

    Reference is made to that certain Loan
Agreement dated as of October 11, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
“Agreement”, the terms defined therein being used
herein as therein defined)
among Synutra International, Inc. (the “Borrower”), ABN AMRO Bank N.V., as Administrative
Agent and Collateral Agent, ABN AMRO Bank N.V., as Arranger and the Lenders
party thereto.

     

    
      
        	
                The undersigned hereby requests a
      Credit Extension:

              
	 
      
	
                1.

              	
                On

              	
                (a Business
      Day).

              
	 
      	 
      	 
      
	
                2.

              	
                To be disbursed
      on

              	
                (a Business
      Day).

              
	 
      	 
      	 
      
	
                3.

              	
                In the amount of US$

              
	 
      	 
      
	
                4.

              	
                [US$[·] million shall be transferred to
      an account designated by ABN AMRO Bank N.V., Hong Kong Branch in
      connection with the payment of amounts due under the Bridge
      Loan and the
      remainder by]3 [By]4 wire transfer
      to:

              
	 
      	 
      
	 
      	
                Account
Name:

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                Account No.:

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                Account Type:  

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                Bank Name:

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                ABA No.:

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                Routing No.:

              	
                [_______]

              
	 
      	 
      	 
      
	 
      	
                SWIFT Code:

              	
                [_______]

              


      

      

        
          


      

      
        3 Insert in the first Loan Drawdown
Notice.

      

      
        4 Insert in subsequent Loan Drawdown
Notices.

      

    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    The Borrower hereby represents and
warrants that the
conditions specified in Section 4.01 shall be satisfied on and as of the
date of the requested Credit Extension.

     

    
      
        
          
            
              	
                      SYNUTRA
      INTERNATIONAL, INC.

                    
	 
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    EXHIBIT C

     

    FORM OF U.S. COUNSEL
OPINION

     

    October 18, 2007

    


    ABN AMRO Bank N.V.

    One Raffles Quay

    Level 26, South
Tower

    Singapore 048583

    Singapore

    


    and

    


    Each of the Lenders Party to the Loan
Agreement (as defined below)

    


    Re:           Synutra
International Inc. - Loan Agreement

    


    Ladies and
Gentlemen:

    


    We have acted as special New York
counsel for Synutra International Inc., a Delaware corporation (the “Borrower”) in connection with the Loan Agreement
dated as of October 11, 2007 (the “Loan
Agreement”) among the Borrower, ABN AMRO Bank
N.V., as Administrative Agent (the “Administrative
Agent”) and Collateral
Agent (the “Collateral
Agent”), ABN AMRO Bank N.V., as the Arranger
and the Lenders party thereto.  We are providing this opinion to you
at the request of the Borrower pursuant to Section 4.01(a)(v) of the Loan
Agreement.  Except as otherwise indicated, capitalized terms used in
this opinion and defined in the Loan
Agreement will have the meanings given in the Loan Agreement or, if not defined
in the Loan Agreement, the meanings assigned to them in the Collateral Agreement
dated as of October 11, 2007 (the “Collateral
Agreement”) among the Borrower, Synutra, Inc., as the
Pledged Stock Issuer, the Collateral Agent and the Administrative
Agent.

     

    In our capacity as such counsel, we have
examined originals or copies of those corporate and other records and documents
we considered appropriate,
including the following (the documents listed in clauses (a) through (c) below
collectively being referred to herein as the “Loan
Documents”):

     

    
      	
            	
              (a)

            	
              the Loan
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the Collateral Agreement;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the Fee Letter dated as of October
      11, 2007 (the
      “Fee
      Letter”) among the Borrower, the
      Administrative Agent and the
Arranger.

            


    

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    As to relevant factual matters, we have
relied upon, among other things, the Borrower’s factual representations in the
certificate by Borrower, as applicable (each, an “Opinion
Certificate”) and in the Loan
Documents.  In addition, we have obtained and relied upon those
certificates of public officials we considered appropriate.

     

    We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and the conformity with
originals of all documents submitted to us as copies.  To the extent
the Borrower’s or the Pledged Stock
Issuer’s respective obligations depend on the
enforceability of the Loan Documents against other parties to the Loan Documents, we have assumed that the
Loan Documents are enforceable against such other parties.

     

    On the basis of such examination, our
reliance upon the assumptions in this opinion and our consideration of those
questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, we are of the opinion that:

     

    
      	
               
      

            	
              (1)

            	
              The Borrower is a corporation
      validly existing in good standing under the laws of the State of Delaware
      with corporate power to enter into the Loan Documents and to perform its obligation
      under the Loan Documents.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The execution, delivery and
      performance of the Loan Documents have been duly authorized by all
      necessary corporate action on the part of the Borrower, and the Loan
      Documents have been duly executed and delivered by the
      Borrower.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Each of the Loan Documents
      constitutes the legally valid and binding obligation of each of the
      Borrower and, with respect to the Collateral Agreement, the Pledged Stock
      Issuer, in each case, enforceable against such Person in accordance with its terms,
      except as may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws relating to or affecting creditors’ rights generally (including,
      without limitation, fraudulent conveyance laws), and by general principles of equity,
      including, without limitation, concepts of materiality, reasonableness,
      good faith and fair dealing and the possible unavailability of specific
      performance or injunctive relief, regardless of whether considered in a
      proceeding in equity or at
      law.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The execution and delivery by the
      Borrower of the Loan Documents do not, and the Borrower’s performance of its obligations
      under such Loan Documents will not (i) violate the Borrower’s certificate of incorporation or
      bylaws or other constitutive documents of the
      Borrower, (ii) violate, breach, or result in a default under, any existing
      obligation of or restriction on the Borrower under any other agreement
      (the “Other
      Agreements”) identified in Schedule I
      attached hereto, or (iii) breach or otherwise violate any existing
      obligation of or restriction on the Borrower under any order, judgment or
      decree of any New York or federal court or governmental authority binding
      on the Borrower identified in the Opinion Certificate.  If an
      Other Agreement is governed by the laws of a
      jurisdiction other than New York, we have assumed such Other Agreement is
      governed by the laws of the State of New
  York.

            


    

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (5)

            	
              The execution and delivery by the
      Borrower of the Loan Documents and by the Pledged Stock Issuer
      of the Collateral
      Agreement do not, and the Borrower’s performance of its obligations
      under such Loan Documents and the Pledged Stock Issuer’s performance of its obligations
      under the Collateral Agreement will not, violate the Delaware General
      Corporation Law or any current New York or
      federal statute, rule or regulation that we have, in the exercise of
      customary professional diligence, recognized as applicable to the Borrower
      or the Pledged Stock Issuer or to transactions of the type contemplated by
      the Loan
    Documents.

            


    

     

    
      	
               
      

            	
              (6)

            	
              No order, consent, permit or
      approval of any New York or federal governmental authority that we have,
      in the exercise of customary professional diligence, recognized as
      applicable to the Borrower or the Pledged Stock Issuer or to
      transactions of the
      type contemplated by the Loan Documents is required on the part of the
      Borrower or the Pledged Stock Issuer for the execution and delivery of,
      and performance of their respective obligations under, the Loan Documents
      to which it is a party, respectively, except for such as have
      been made or obtained.

            


    

     

    
      	
               
      

            	
              (7)

            	
              The Collateral Agreement is
      effective to create in favor of the Collateral Agent a security interest
      in that Collateral (which term is used in this Opinion as such term is
      defined in the Collateral Agreement) of the Borrower in
      which a security interest may be created under Article 9 of the Uniform
      Commercial Code as in effect in the State of New York (the “NY
      Code”).

            


    

     

    
      	
               
      

            	
              (8)

            	
              The Collateral Agreement is
      effective to create in favor of the Collateral Agent a security interest in the
      Certificated Security (as defined below) identified on Schedule II
      attached hereto under the NY Code.  Upon delivery of the
      security certificate representing the Certificated Security listed on
      Schedule II attached hereto to the Collateral Agent in the
      State of New York, effectively endorsed to the Collateral Agent or in
      blank, the Collateral Agent will acquire a perfected security interest in
      such Certificated Security, free of adverse claims.  For
      purposes of this paragraph, “Certificated
      Security” means “certificated
      securities” as
      defined in Section 8-102 of the
Code.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Neither the Borrower nor the
      Pledged Stock Issuer is an investment company required to register under
      the Investment Company Act of 1940, as
  amended.

            


    

     

    
      	
            	
              (10)

            	
              Neither the extension of credit
      nor the use of proceeds provided in the Loan Agreement will violate
      Regulation T, U or X of the Board of Governors of the Federal Reserve
      System.  For purposes of this opinion, we have assumed that none
      of the Lenders is a “creditor” as defined in Regulation
      T.

            


    

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    Our opinion in paragraph 3 above as to
the enforceability of the Loan Documents is subject to:

     

    (i)           public policy considerations, statutes
or court decisions that may limit the rights of a party to obtain
indemnification against its
own negligence, willful misconduct or unlawful conduct;

     

    (ii)          the unenforceability under certain
circumstances of broadly or vaguely stated waivers or waivers of rights granted
by law where the waivers are against public policy or prohibited by law;

     

    (iii)         the unenforceability under certain
circumstances of provisions imposing penalties, liquidated damages or other
economic remedies; and

     

    (iv)         the unenforceability under certain
circumstances of provisions appointing one party as trustee for an adverse party or provisions for the
appointment of a receiver.

     

    Our opinion in paragraph 3 is subject to
the qualification that certain rights, remedies, waivers and other provisions of
the Loan Documents may not be enforceable, but such unenforceability
will not, subject to the
other exceptions, qualifications and limitations set forth herein, render the
Loan Documents invalid as a whole or substantially interfere with the
substantial realization of the principal benefits or security, or both, that the
Loan Documents purports to provide (except
for the economic consequences of procedural or other delay).

     

    For purposes of the opinions expressed
in paragraphs 4, 5 and 6, we have assumed that the Borrower will not in the
future take any discretionary action (including a decision not to act)
permitted by the Loan Documents that would cause the performance of the Loan
Documents to violate any organizational document of the Borrower, the Delaware
General Corporation Law or any New York or federal statute, rule or regulation, or require an order,
consent, permit or approval to be obtained from a New York or federal
governmental authority.

     

    We express no opinion as to the effect
of non-compliance by you with any state or federal laws or regulations
applicable to the transactions contemplated by the Loan
Documents because of the nature of your business.

     

    We express no opinion as to any
provision of the Loan Documents insofar as it purports to grant a right of
setoff in respect of the Borrower’s or the Pledged Stock Issuer’s assets to any person other than a
creditor of the Borrower or the Pledged Stock Issuer, as
applicable.

     

    We advise you that Section 10.14 of the
Loan Agreement, which provides for non-exclusive jurisdiction of the courts of
the State of New York and federal courts sitting in the State of New
York, may not be binding on the federal courts sitting in the State of New York
(or any federal appellate court).

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

      
         

        We advise you that if an action based on
the Loan Documents were commenced in a federal or state court in New York, a judgment for money
relating to the Loan Documents ordinarily would be enforced only in United
States dollars.  The method used to determine the rate of conversion
of foreign currency into United States dollars will depend on various
factors.

      

       

    

    We express no opinion concerning (i)
federal or state securities laws or regulations or (ii) the foreign assets
control regulations of the Trading with the Enemy Act, as amended, the United
States Treasury Department, the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended,
Executive Order No. 13,224 of September 24, 2001, Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, as amended,
and any enabling legislation, rules, regulations or executive orders relating
thereto.

     

    Our opinions in paragraphs 7 and 8 are
(i) limited to Article 9 of the NY Code (except our opinion in paragraph 8 to
the extent it addresses
Article 8 of the NY Code) and do not address (A) laws of jurisdictions other
than New York, (B) collateral not subject to Article 9 of the NY Code (including
by reason of Section 9-109(c) or (d) thereof), or (C) under Sections 9-301
through 9-306 of the Uniform Commercial Code as in
effect in any jurisdiction, or otherwise, what law governs the perfection of the
security interests granted in the collateral covered by those opinion
paragraphs, and (ii) subject to the effect of bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors’ rights generally (including, without
limitation, fraudulent conveyance laws) and to the effect of general principles
of equity.

     

    We express no opinion with respect
to:

     

    (i)           the priority of any security interest,
except as set forth in paragraph 8 relating to Certificated Security or the
perfection of any security interest except as set forth in paragraph 8;
and

     

    (ii)           Collateral consisting of real property,
copyrights, farm products,
consumer goods, as-extracted collateral, commercial tort claims, cooperative
interests (as such terms are defined in the NY Code) and timber to be
cut.

     

    We express no opinion regarding any
provision of the Collateral Agreement that purports to permit Collateral Agent or any other person to
sell or otherwise dispose of any Collateral subject thereto except in compliance
with the NY Code, any other applicable federal and state laws and any agreement
governing such Collateral, or to impose on Collateral Agent standards of care of Collateral in
Collateral Agent’s possession other than as provided in
Section 9-207 of the NY Code.  We advise you that federal and state
securities laws may limit the right to transfer or dispose of Collateral that
may constitute securities under such
laws.

     

    In rendering the opinions in paragraphs
7 and 8, we have assumed that:

     

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

     

    (i)           the Borrower has, or will have at the
relevant time, rights in the Collateral in which the Borrower has granted a
security interest to Collateral Agent within the meaning of Section 9-203(b)(2)
of the NY Code at all times relevant to this opinion;

     

    (ii)          the Collateral is reasonably identified
in the description of collateral set forth in the Collateral Agreement in
accordance with Section 9-108 of the NY Code;

     

    (iii)         at all times relevant to this opinion,
value has been given within the meaning of Section 9-203(b)(1) of the NY Code;
and

     

    (iv)         neither Collateral Agent nor the Lenders
have notice of any adverse claims to the Certificated Security referred to in
paragraph
8.

     

    The law covered by this opinion is
limited to the present federal law of the United States, the present law of the
State of New York and the present Delaware General Corporation Law and Article 9
of the Delaware Code, in each case, as in effect on the date hereof.  We
express no opinion as to the laws of any other jurisdiction and no opinion
regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of any
jurisdiction.

     

    This opinion is furnished by us as
special New York counsel for the Borrower and may be relied upon by you only in
connection with the Loan Documents.  It may not be used or relied upon
by you for any other purpose or by any other person, nor may copies be delivered to any other
person, without in each instance our prior written consent.  You may,
however, deliver a copy of this opinion to your accountants, attorneys, and
other professional advisors, to governmental regulatory agencies having
jurisdiction over you, to permitted
assignees of the Loans in connection with such assignment and to participants in
connection with their purchase of a participation interest in the
Loans.  At your request, we hereby consent to reliance on this opinion
by such assignees (but not such participants)
to the same extent as the addressees hereof as if this opinion were addressed
and had been delivered to them on the date of this opinion, on the condition and
understanding that we assume no responsibility or obligation to consider the applicability or
correctness of this opinion to any person other than its addressee(s). This
opinion is expressly limited to the matters set forth above, and we render no
opinion, whether by implication or otherwise, as to any other matters.  This letter speaks
only as of the date hereof and we assume no obligation to update or supplement
this opinion to reflect any facts or circumstances that arise after the date of
this opinion and come to our attention, or any future changes in
laws.

     

    
      
        
          	
                  Respectfully
      submitted,

                


        

      

    


    
      
         


      

      
        C-6

        
          

        

      

      
         


      

    


    Schedule I

    Other Agreements

     

    Registration Rights Agreement dated June
15, 2007 between Synutra International, Inc. and Warburg Pincus Private Equity
IX, L.P.

     

    Voting and Co-Sale Agreement dated June
15, 2007 among Synutra International, Inc., Beams Power Investment
Limited and Warburg Pincus Private Equity IX, L.P.

     

    Common Stock Purchase Agreement dated
May 24, 2007 between Synutra International, Inc. and Warburg Pincus Private
Equity IX, L.P.

     

    Loan Agreement dated as of April 19,
2007 among Synutra
International, Inc., Liang Zhang, Xiuqing Meng and ABN AMRO Bank N.V., Hong Kong
Branch.

    


    Collateral Agreement dated as of April
19, 2007 among Beams Power Investment Limited, Synutra International, Inc. and
ABN AMRO Bank N.V., Hong Kong Branch.

    


    Warrant Agreement dated April 19, 2007
among Synutra International, Inc., the Bank of New York and ABN AMRO
BANKBank N.V., Hong Kong
Branch.

    


    Registration Rights Agreement dated
April 19, 2007 between Synutra International, Inc. and ABN AMRO Bank
N.V., Hong Kong
Branch.

    


    USD Facility Side Letter Agreement dated
April 19, 2007 between Synutra International, Inc. and ABN AMRO Bank N.V., Hong
Kong Branch.

    


    Agreement dated June 8, 2006 between
Synutra International, Inc. and the Department of Finance of Zheng Lan Qi (County) of Inner
Mongolia, with Amendment and attached Schedule of Investment
Expenditures.

     

    Share Exchange Agreement dated June 14,
2005 among Vorsatech Ventures Inc. (n/k/a Synutra International, Inc.), Thomas
Braun and Berlin Capital Investments, Inc., Beams Power Investment
Corporation and Strong Gold Finance Corporation, and Synutra,
Inc.

     

    License and Supply Agreement dated
September 1, 2003 between Martek Biosciences Corporation and American St. George
Biological Technology Corporation (n/k/a Synutra,
Inc.).


    
      
         


      

      
        C-7

        
          

        

      

      
         


      

    


    Schedule II

    Certificated
Security

     

    
      
        
          
            	
                    
                      Issuer

                    

                  	 	
                    
                      Certificate
      No.

                    

                  	 	 	
                    
                      Percent
      Pledged

                    

                  	 
	
                    Synutra,
    Inc.

                  	 	 	
                    2

                  	 	 	 	100	%


          

        

      

    

     

    
      
         


      

      
        C-8

        
          

        

      

      
         


      

    


    EXHIBIT D

     

    FORM OF PRC COUNSEL
OPINION

     

    October 18, 2007

    


    ABN AMRO Bank N.V.

    One Raffles Quay

    Level 26, South
Tower

    Singapore 048583

    Singapore

    


    and

    


    Each of the Lenders Party to the Loan
Agreement (as defined below)

    


    Re:  Synutra International,
Inc. – Loan Agreement

    


    Dear Sirs,

     

    We have acted as special PRC counsel for
Synutra International, Inc. (the “Borrower”), a Delaware corporation, and its PRC Subsidiaries (as defined
below) and the Permitted Holders (as defined in the Loan Agreement) in
connection with the Loan Agreement dated as of October 11, 2007 (the
“Loan
Agreement”) among the Borrower, ABN AMRO Bank
N.V., as Administrative Agent and Collateral Agent, ABN AMRO Bank
N.V., as Arranger and the Lenders party thereto (the “Lenders”).  Terms used (but not
defined) herein have the meanings assigned to them in the Loan Agreement or, if
not defined in the Loan Agreement, the meanings assigned to them in the Collateral
Agreement.

    We have reviewed executed copies of the
Loan Agreement.  We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and certificates of public officials and officers of the
Borrower and the Subsidiaries of the Borrower and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

     

    Based on the foregoing, and subject to
the assumptions and
qualifications set forth below, we are of the opinion that:

     

    1.        Each Subsidiary of the Borrower
organized under the laws of the PRC (each “PRC
Subsidiary”) is validly existing and in good
standing under the laws of the PRC.

     

    2.        Each PRC Subsidiary of the Borrower has all
requisite power and authority and each Permitted Holder, the Borrower and each
Subsidiary of the Borrower has all requisite governmental licenses,
authorizations, consents and approvals of any Governmental Authority in
the PRC to (1) own its assets and carry on
its business and (2) execute, deliver and perform its obligations under the Loan
Documents to which it is a party.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

       

    

    3.        Each of the Borrower and its
Subsidiaries is duly qualified and licensed and in good standing
under the laws of the PRC
to the extent that its ownership, lease or operation of properties or the
conduct of its business requires such qualification or
license.

     

    4.        The execution, delivery and performance,
by, and the enforcement against, the Borrower of each Loan Document require no action by or
in respect of, or filing with, any governmental body, agency or official under
PRC law and do not contravene any provision of applicable PRC law or
regulation.

     

    5.        The execution, delivery and performance
by the Borrower of each
Loan Document do not and will not conflict with or result in any breach or
contravention of, or the creation of any Lien (other than the Liens created by
the Collateral Agreements) under, (a) any Contractual Obligation, governed by
PRC Law, to which the Borrower, any Permitted Holder
or any Affiliate of thereof is a party or (b) any order, injunction, writ or
decree of any Governmental Authority in the PRC or any arbitral award to which
the Borrower, any Permitted Holder or any Affiliate thereof or its, his or her property is
subject.

     

    6.        There are no actions, suits,
proceedings, claims or disputes pending or, to our knowledge after due and
diligent investigation, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority in the PRC, by or against
the Borrower, any Permitted Holder or any Affiliate thereof or against any of
its, his or her properties or revenues that (a) purport to affect or pertain to
any Loan Document, or any of the transactions contemplated hereby or (b) either individually or in
the aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect.

     

    7.        Meng Xiuqing is not a resident of the
PRC as defined in Article 1 of the Notice No. 75.

     

    8.        Each Permitted Holder has obtained all applicable
governmental licenses, registrations, authorizations, consents and approvals for
their respective direct or indirect investments in the Borrower, including any
registration pursuant to Article 1 of the Notice (Hui Fa 2005 No. 75) issued by the State
Administration of Foreign Exchange of the PRC and have delivered all applicable
notices to Governmental Authorities in connection therewith.

     

    9.        Each PRC Subsidiary has obtained or
completed (a) all approvals, consents, exemptions, authorizations or other actions by or
notices to, or filings with any PRC Governmental Authority or any person and (b)
any corporate or shareholder approval necessary or required in order to permit
such PRC Subsidiary to pay dividends or make any other distributions on its Capital
Stock.

     

    The law covered by this opinion is
limited to the law of the PRC and any province or other political subdivision
thereof.  We express no opinion as to the laws of any other
jurisdiction.

     

    
      
        	 
      	
                Very truly
      yours,

              


      

    

     

    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    EXHIBIT E

     

    FORM OF ILLINOIS COUNSEL
OPINION

     

    October 18, 2007

     

    ABN AMRO Bank N.V.

    One Raffles Quay

    Level 26, South
Tower

    Singapore 048583

    Singapore

    


    and

    


    Each of the Lenders Party to the Loan
Agreement (as defined below)

     

    
      	
               
      

            	
              Re:

            	
              Synutra
      International, Inc. –
      Loan Agreement.

            


    

     

    Ladies and
Gentlemen:

     

    We have acted as special Illinois
counsel for Synutra International, Inc., a Delaware corporation (the
“Borrower”) in connection with the Loan Agreement
dated as of October 11, 2007 (the “Loan
Agreement”) among the Borrower, ABN AMRO
Bank N.V., as
Administrative Agent (the “Administrative
Agent”) and Collateral Agent (the
“Collateral
Agent”), ABN AMRO Bank N.V., as the Arranger and the Lenders party
thereto.  We are providing this opinion to you at the request of the
Borrower pursuant to
Section 4.01(a)(vii) of the Loan Agreement.  Except as otherwise
indicated, capitalized terms used in this opinion and defined in the Loan
Agreement will have the meanings given in the Loan Agreement or, if not defined
in the Loan Agreement, the meanings assigned to them in the Collateral
Agreement dated as of October 11, 2007 (the “Collateral
Agreement”) among the Borrower, Synutra, Inc., an
Illinois corporation, as the Pledged Stock Issuer (the “Pledged
Stock Issuer”), the Collateral Agent and the
Administrative
Agent.

    In connection with this opinion, we have
examined the original or a copy certified or otherwise identified to our
satisfaction as a true copy of each of the following documents: (a) executed
counterparts of the Loan Agreement; and (b) executed counterparts of the Collateral
Agreement (clauses (a) through (b) are collectively referred to herein as the
“Loan
Documents”).

     

    In addition, we have examined a
certificate of good standing for Pledged Stock Issuer from the Secretary of
State of the State of
Illinois (the “Good
Standing Certificate”), a copy of the Articles of
Incorporation of the Pledged Stock Issuer certified by the Secretary of State of
the State of Illinois, Bylaws of Pledged Stock Issuer certified by the Secretary
of Pledged Stock Issuer,
corporate resolutions of the Board of Directors of Pledged Stock Issuer with
respect to the transactions referred to herein, certificates of officers of
Pledged Stock Issuer, and such other documents and records and matters of law as
in our judgment are necessary or appropriate to
enable us to render the opinions expressed
below.  We have relied upon, and assumed the accuracy of, all such
certificates and representations, documents and records and the representations
and warranties made by Pledged Stock Issuer in the Loan Documents to
which it is a party, in each case with respect to the factual matters set forth
therein.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    In rendering our opinions expressed
below, we have, with your consent, assumed that:

     

    (i)      
     all
natural persons who signed the Loan Documents were legally competent at the
time of signature; all signatures on the Loan Documents and other documents
reviewed by us are genuine; and the copies of all documents submitted to us are
accurate and complete and conform to the originals;

     

    (ii)       
    the execution, delivery and performance by
the Borrower, the Lenders, the Administrative Agent and the Collateral Agent,
(collectively, the “Other
Parties”) of each of the Loan Documents to which
it is a party has been duly authorized by all necessary corporate or other action on the part of each
of the Other Parties, the Other Parties have duly executed and delivered each of
the Loan Documents to which it is a party, each such document is a valid and
binding obligation of, and enforceable in accordance with its terms against, the Pledged Stock
Issuer and each of the Other Parties to the extent it is a party thereto, and
all security interests provided under or pursuant to the Loan Documents have
been properly granted;

     

    (iii)           the Loan Documents will be
enforced in a manner that
is commercially reasonable and that complies with any tests of good faith,
fairness or conscionability required by any applicable law;

     

    (iv)           there has not been any mutual mistake of
fact or misunderstanding, fraud, duress or undue influence;

     

    (v)           
“value” (as defined in the Uniform Commercial
Code in effect in the State of New York on the date hereof (the “UCC”)) has been given by the
Lenders;

     

    (vi)           the Borrower has not assigned or pledged
any of the collateral other than pursuant to the Loan Documents;

     

    (vii)          the Pledged Stock Issuer will continue
to be a corporation duly organized under the laws of the State of Illinois;
and

     

    (viii)         the exact legal name of the Pledged
Stock Issuer is as set forth in the copy of the organizational documents
certified to us by the
Secretary of State of the State of Illinois.

     

    Based on the foregoing and subject to
the assumptions, limitations, and qualifications set forth herein, we are of the
opinion that as of the date hereof:

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    (1)           
The Pledged Stock Issuer is a
corporation validly
existing in good standing under the laws of the State of Illinois with corporate
power to enter into the Collateral Agreement and to perform its obligation under
the Collateral Agreement.

     

    (2)            All of the issued and outstanding shares
of the common stock of the
Pledged Stock Issuer have been duly and validly authorized and issued and are
fully paid and non-assessable.

     

    (3)           
The execution, delivery and
performance of the Collateral Agreement have been duly authorized by all
necessary corporate action
on the part of the Pledged Stock Issuer, and the Collateral Agreement has been
duly executed and delivered by the Pledged Stock Issuer.

     

    (4)           
The execution and delivery by the
Pledged Stock Issuer of the Collateral Agreement do not, and the
Borrower’s and the Pledged Stock
Issuer’s performance of their obligations under
the Loan Documents will not (i) violate the Pledged Stock Issuer’s Articles of Incorporation or bylaws,
(ii) violate, breach, or result in a default under, any material agreement or
contract governed under Illinois law which
are listed on Schedule 1 to this opinion, or (iii) breach or otherwise violate
any existing obligation of or restriction on the Borrower or the Pledged Stock
Issuer under any order, judgment or decree of any Illinois or Federal court or governmental
authority binding on the Borrower or the Pledged Stock
Issuer.

     

    (5)           
The execution and delivery by the
Borrower and the Pledged Stock Issuer of the Collateral Agreement do not, and
the Borrower’s and the Pledged Stock
Issuer’s performance of their respective
obligations under the Loan Documents will not, violate the Illinois Business
Corporation Act of 1983, as amended, or any current Illinois statute, rule or
regulation that we have, in the exercise of customary professional diligence, recognized as applicable to
the Borrower or the Pledged Stock Issuer, as applicable, or to transactions of
the type contemplated by the Loan Documents.

     

    (6)           
No order, consent, permit or
approval of any Illinois governmental authority that we have, in the exercise of customary
professional diligence, recognized as applicable to the Borrower or the Pledged
Stock Issuer or to transactions of the type contemplated by the Loan Documents
is required on the part of the Borrower or the Pledged Stock Issuer for the execution and delivery of,
and performance of their respective obligations under, the Loan Documents to
which it is a party, respectively, except for such as have been made or obtained
or are contemplated pursuant to the terms and provisions of the Loan Documents and routine filings
made after the date hereof in the ordinary course of
business.

     

    (7)     
      Under choice of law principles
applicable under Illinois law, the provisions of the Loan Documents stating that
New York law shall govern the enforcement of the Loan Documents are
enforceable, so long as the court finds that (i) New York bears a reasonable
relationship to the transaction contemplated by the Loan Documents and (ii) the
enforcement of the Loan Documents in accordance with New York law is not dangerous, inconvenient, immoral or
contrary to public policy.

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    (8)       
    A final,
conclusive, enforceable and nonappealable judgment rendered against the Borrower
or the Pledge Stock Issuer in the courts of competent jurisdiction in the State
of New York sitting in the
Borough of Manhattan, New York City or of the United States for the Southern
District of such state granting recovery of a sum of money in respect of the
Loan Documents should be recognized and enforced by the courts in the State of
Illinois through an independent action filed to
enforce such judgment, and without re-trial or re-examination of the
issues.

     

    (9)      
     No
stamp, registration, documentary or other similar type tax is or will be payable
in respect of the execution, performance or enforcement of the Loan
Documents.

     

    The opinions set forth above are subject
to the following qualifications:

     

    (A)           We express no opinion as
to:

     

    (i)          
  the rights or
interests of the Borrower or any other person or entity in, or title of the
Borrower or any other person or entity to, any collateral under any
of the Loan Documents, or property purporting to constitute such collateral, or
any other property, or the value, validity or effectiveness for any purpose of
any such collateral or purported collateral;

     

    (ii)     
      the validity, binding effect or enforceability
of, or the perfection or priority of, any pledge, lien or other security
interest that may be created under the Loan Documents; and

     

    (iii)           (a) securities, blue sky and similar
laws, rules and regulations and judicial and administrative interpretations
thereof, (b) antitrust, unfair competition, and similar laws, rules and
regulations and judicial and administrative interpretations thereof, (c) tax and
environmental laws (including, without limitation, those concerning discrimination and safety), rules and
regulations and judicial and administrative interpretations thereof, (d) laws
concerning discrimination and fairness in housing and similar laws, rules and
regulations and judicial and administrative interpretations thereof, and (e) occupational licensing,
zoning and land use, and building, fire and safety codes, laws, rules and
regulations and judicial and administrative interpretations
thereof;

     

    (B)           If, and to the extent, any of the Loan
Documents are construed to provide for the payment of interest on
interest, such provisions may be unenforceable under Bowman v.
Neely, 137 Ill. 443 (1891)
and other cases to the same effect.  While such cases have not been
overruled and it is possible that a court would follow such precedent, we believe that such cases are
unlikely to be held applicable today, but we express no opinion with respect to
such issues.

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

    (C)           In rendering the opinions set forth in
foregoing paragraph 1 above as to existence and good standing, we have relied
solely upon an examination
of the Articles of Incorporation of the Pledged Stock Issuer, certified by the
Secretary of State of the State of Illinois and the Good Standing
Certificate.

     

    We are members of the Bar of the State
of Illinois and we do not hold ourselves out as being conversant with, and
express no opinion as to, the laws of any jurisdiction other than the laws of
the State of Illinois, and we assume no responsibility as to the applicability
to or effect on any of the matters covered herein of the laws of any other
jurisdiction.

     

    We express no opinion as to what law
might be applied by any court to resolve any issue addressed by our opinions and
we express no opinion as to whether any relevant differences exist between the
laws upon which our opinions are based and any other laws which may
actually be applied to resolve the issues which may arise under the Loan
Documents.  The manner in which any particular issue would be treated
in any actual court case would depend on how the court involved chose
to exercise the wide discretionary
authority generally available to it.  This opinion letter is not
intended to guarantee the outcome of any legal dispute which may arise in the
future.

     

    Whenever we indicate that our opinion
with respect to the existence or absence of facts is based on our
knowledge, our opinion is based solely on (i) the actual knowledge of attorneys
currently with the firm actively engaged in representing the Pledged Stock
Issuer in connection with the transactions contemplated by the Loan
Documents, and (ii) the representations
and warranties of Pledged Stock Issuer contained in the Loan Documents and in
certificates of certain officers of the Pledged Stock Issuer and public
officials; we have made no independent inquiry or investigation as to such factual
matters.

     

    This opinion speaks only as of the date
hereof.  We have no continuing obligations to inform you of changes in
law or fact subsequent to the date hereof or of facts of which we become aware
after the date hereof or to update this opinion in any other manner
whatsoever.

     

    This opinion is furnished solely to the
addressees and is solely for their benefit and the benefit of their assignees
permitted by, and that become lenders under, the Loan Agreement (and such
assignees may rely on this
opinion as if it were addressed directly to them) in connection with the above
transaction.  This opinion may not be relied upon for any other
purpose, or relied upon by any other person or entity for any purpose without
our prior written consent.

     

    
      
        	 
      	
                Respectfully
      submitted,

              


      

    


    
      
         


      

      
        E-5

        
          

        

      

      
         


      

    


    Schedule 1

    


    Material Agreements and
Contracts

     

    None.

     

    
      
         


      

      
        E-6

        
          

        

      

      
         


      

    


    EXHIBIT F

     

    ASSIGNMENT AND
ASSUMPTION

     

    This Assignment and Assumption (this
“Assignment and
Assumption”) is dated as of the Effective Date set
forth below and is entered into by and between [the][each]5 Assignor identified in item 1 below
([the][each, an] “Assignor”) and [the][each]6 Assignee identified in item 2 below
([the][each, an] “Assignee”).  [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]7 hereunder are several and not
joint.]8  Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit
Agreement”), receipt of a copy of which is hereby
acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For an agreed consideration,
[the][each] Assignor hereby
irrevocably sells and assigns to [the Assignee][the respective Assignees], and
[the][each] Assignee hereby irrevocably purchases and assumes from [the
Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its
capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.

     

      
        

      

    

    
      
        
          	
                  5

                	
                  For bracketed
      language here and elsewhere in this form relating to the Assignor(s), if
      the assignment is from a single Assignor, choose the first bracketed
      language.  If the assignment is from multiple Assignors, choose
      the second bracketed language.

                



      

      
        
          
            	
                    6

                  	
                    For bracketed
      language here and elsewhere in this form relating to the Assignee(s), if
      the assignment is to a single Assignee, choose the first bracketed
      language.  If the assignment is to multiple Assignees, choose
      the second bracketed language.

                  



        

      

      
        
          
            	
                    7

                  	
                    Select as
      appropriate.

                  



        

      

      
        
          
            	
                    8

                  	
                    Include
      bracketed language if there are either multiple Assignors or multiple
      Assignees.

                  


          

        

         

        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        

      

       

    

     

    1.           Assignor[s]:   ______________________________

     

                          
______________________________

     

    2.           Assignee[s]:   ______________________________

     

                          
______________________________

    [for each Assignee, indicate [Affiliate]
of [identify
Lender]]

     

    3.           Borrower(s):   Synutra International,
Inc.

     

    4.           Administrative Agent: ABN
AMROThe
Royal Bank of
Scotland N.V., as the
administrative agent under the Credit Agreement

    5.           Credit
Agreement:        Loan Agreement, dated as of October 11,
2007, among Synutra International, Inc., the Lenders from time to time party
thereto, ABN
AMROThe
Royal Bank of
Scotland N.V., as Administrative Agent and
Collateral Agent and ABN
AMROThe
Royal Bank of
Scotland N.V., as
Arranger.

    6.           Assigned Interest:

     

    
      
        
          
            	
                    
                      Assignor[s]9

                    

                  	 	
                    
                      Assignee[s]10

                    

                  	 	
                    
                      Aggregate

                      Amount of
      Commitment/

                      Loans for
      all
Lenders11

                    

                  	 	 	
                    
                      Amount of
      Commitment/

                      Loans
      Assigned

                    

                  	 	 	
                    
                      Percentage
Assigned
      of
Commitment
/Loans12

                    

                  	 	
                    
                      CUSIP
Number

                    

                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	$	_________	 	 	$	_________	 	 	 	_________	%	 
      
	 
      	 	 
      	 	$	_________	 	 	$	_________	 	 	 	_________	%	 
      
	 
      	 	 
      	 	$	_________	 	 	$	_________	 	 	 	_________	%	 
      


          

        

      

       

    

    [7.           Trade
Date:   __________________]13

    
      

        
          

        

      

      
        	
                9

              	
                List each
      Assignor, as appropriate.

              



      
        
          	
                  10

                	
                  List each
      Assignee, as appropriate.

                



      

      
        
          	
                  11

                	
                  Amounts in
      this column and in the column immediately to the right to be adjusted by
      the counterparties to take into account any payments or prepayments made
      between the Trade Date and the Effective
  Date.

                



      

      
        
          	
                  12

                	
                  Set forth, to
      at least 9 decimals, as a percentage of the Commitment/Loans of all
      Lenders thereunder.

                



      

      
        
          
            	
                    13

                  	
                    To be
      completed if the Assignor and the Assignee intend that the minimum
      assignment amount is to be determined as of the Trade
      Date.

                  


          

        

         

        
          
            
            

          

          
            F-2

            
              

            

          

          
            
            

          

        

      

    

     

    Effective Date:  __________________, 20__
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

     

    The terms set forth in this Assignment
and Assumption are hereby agreed to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ASSIGNOR

                                
	 
      
	
                                  [NAME OF ASSIGNOR]

                                
	 
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title:

                                
	 
      	 
      
	
                                  ASSIGNEE

                                
	 
      
	
                                  [NAME OF
      ASSIGNEE]

                                
	 
	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                
	 
      	
                                  Title:

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      Received by:

       

      
        
          
            
              	
                      ABN
      AMROThe
      Royal Bank
      of
      Scotland

                      N.V.,

                      as Administrative
      Agent

                    
	 
      
	
                      Received
by:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

    

      
        
           


        

        
          F-3

          
            

          

        

        
           


        

      

    

     

    ANNEX 1 TO ASSIGNMENT AND
ASSUMPTION

     

    [___________________]14

     

    STANDARD TERMS AND CONDITIONS
FOR

    ASSIGNMENT AND
ASSUMPTION

     

    1.          
   Representations
and Warranties.

     

    1.1.           Assignor.  [The][Each] Assignor (a)
represents and warrants that (i) it is the legal and beneficial owner of
[the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b)
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

     

    1.2.           Assignee.  [The][Each] Assignee (a)
represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(a) of the Credit Agreement
(subject to such consents, if any, as may be required under Section 10.06(a) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
of the type represented by [the][such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, and (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of
the Credit Agreement, duly completed and
executed by [the][such] Assignee; and (b) agrees that (i) it will, independently
and without reliance upon the Administrative Agent, [the][any] Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by
it as a Lender.

     

    
      
        
          

        

        
          
            	
                    14

                  	
                     Describe Credit Agreement at
      option of Administrative
Agent.

                  


          

        

      

    

     

    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    

     

    2.         
    Payments.  From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
[the][each] Assigned Interest (including payments of principal, interest, fees
and other amounts) to
[the][the relevant] Assignor for amounts which have accrued to but excluding the
Effective Date and to [the][the relevant] Assignee for amounts which have
accrued from and after the Effective Date.

     

    3.      
       General
Provisions.  This
Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This Assignment and Assumption may
be executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by,
and construed in accordance with, the law
of the State of New York applicable to agreements made and to be performed
entirely within such state.

     

    
      
        
        

      

      
        F-5