Unassociated Document


    Exhibit
      10.3


    ABN
      AMRO BANK N.V.

    38/F,
      Cheung Kong Centre

    2
      Queen’s Road Central

    Hong
      Kong

    


    


    October
      11, 2007

    


    Synutra
      International, Inc.

    2275
      Research Blvd., Suite 500

    Rockville,
      Maryland 20850

    United
      States

    


    Re:
      US
      DOLLAR FACILITY FEE
      LETTER
      AGREEMENT

    


    Ladies
      and Gentlemen:

    


    This
      US
      Dollar Facility Fee Letter Agreement (this “Agreement”)
      is
      delivered to you in connection with the Loan Agreement to be entered into on
      the
      date hereof (the “Loan
      Agreement”)
      among
      Synutra International, Inc., as the Borrower (the “Borrower”),
      ABN
      AMRO Bank N.V., as the Arranger (the “Arranger”),
      ABN
      AMRO Bank N.V., as the Collateral Agent and the Administrative Agent (the
“Administrative
      Agent”),
      and
      the Lenders party thereto (the “Lenders”).

     

    WHEREAS,
      in
      order to induce the Arranger, the Administrative Agent and the Lenders to enter
      into the Loan Agreement, the Borrower has agreed to enter into this Agreement
      with the Arranger and the Administrative Agent.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    *     
      *      *

     

    Terms
      defined in the Loan Agreement and not otherwise defined herein have, as used
      herein, the respective meanings provided for therein.

     

    1.  FEES.
      In
      connection with the Loan Agreement, the Borrower agrees with the Arranger and
      the Administrative Agent as follows:

     

    (a)  The
      Borrower will pay to the Arranger for its own account, as contemplated by the
      Letter Agreement entered into between ABN AMRO Bank N.V., Hong Kong Branch
      and
      the Borrower dated March 29, 2007 (the “Commitment
      Letter”),
      a fee
      (the “Arrangement
      Fee”)
      of
      2.00% of the aggregate amount of the Commitment, as in effect on the Closing
      Date. The Arrangement Fee shall be for arranging the transactions contemplated
      in the Loan Agreement. The Arrangement Fee shall be earned upon the execution
      of
      the Loan Agreement. The Arrangement Fee shall be payable on the earlier of
      (x)
      the date of the first Credit Extension under the Loan Agreement and (y) the
      fifth Business Day after the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Borrower will pay to the Administrative Agent on behalf of the Lenders, as
      contemplated by the Commitment Letter, a fee (the “Participation
      Fee”)
      of
      0.75% of the aggregate amount of the Commitment, as in effect upon the Closing
      Date. The Participation Fee shall be for facilitating the participation of
      the
      Lenders in the transactions contemplated in the Loan Agreement. The
      Participation Fee shall be earned upon the execution of the Loan Agreement.
      The
      Participation Fee shall be payable on the earlier of (x) the date of the first
      Credit Extension under the Loan Agreement and (y) the fifth Business Day after
      the Closing Date. The Administrative Agent shall distribute the Participation
      Fee in accordance with its agreement with the Lenders at its sole discretion
      

     

    2.  TAX
      GROSS UP. For
      the
      avoidance of doubt, Section 3.01 of the Loan Agreement shall apply to any amount
      due under this Agreement.

     

    3.  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
      ARRANGER AND THE ADMINISTRATIVE AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER
      FEDERAL LAW.

     

    (b)  ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT 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, EACH OF THE BORROWER, THE ARRANGER AND THE
      ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
      THE
      NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE ARRANGER
      AND THE ADMINISTRATIVE AGENT 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 THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO.
      EACH OF THE BORROWER, THE ARRANGER AND THE ADMINISTRATIVE AGENT 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.  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 THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR
      RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
      WITH
      RESPECT TO THIS AGREEMENT, 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.

     

    5.  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 New York in connection with this Agreement;
      and

     

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

     

    6.  MISCELLANEOUS.
      (a)
      The
      fees, costs and expenses described in this Agreement shall be fully earned
      upon
      becoming due and payable in accordance with the terms hereof, shall be
      nonrefundable for any reason whatsoever and shall be in addition to any other
      fees, costs and expenses payable pursuant to the Commitment Letter, the Loan
      Documents or any other definitive documentation existing or to be entered into
      among the Borrower and its Subsidiaries and Affiliates, the Arranger and its
      Affiliates and the Administrative Agent and its Affiliates. 

     

    (b)  The
      Borrower’s obligation to pay the fees or expense reimbursements described or
      referred to herein will not be subject to counterclaim or setoff for, or be
      otherwise affected by, any claim or dispute the Borrower or its Affiliates
      may
      have.

     

    (c)  The
      provisions of Section 10.18 of the Loan Agreement relating to obligations to
      make payments in US Dollars thereunder is hereby incorporated by reference
      herein.

     

    (d)  Nothing
      in this Agreement shall be construed to limit any of the rights of the Arranger
      or its Affiliates or of the Administrative Agent or its Affiliates under (x)
      the
      Commitment Letter dated March 29, 2007 between Synutra International, Inc.
      and
      ABN AMRO Bank N.V., Hong Kong Branch, (y) the Warrant Agreement dated April
      19,
      2007 among Synutra International, Inc., The Bank of New York, as Warrant Agent
      and ABN AMRO Bank N.V., Hong Kong Branch, as Initial Holder or (z) the US Dollar
      Facility Side Letter Agreement dated April 19, 2007 between Synutra
      International, Inc. and ABN AMRO Bank N.V., Hong Kong Branch.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    If
      the
      foregoing is in accordance with your understanding, please sign and return
      a
      counterpart of this Agreement whereupon it will become an enforceable agreement
      among us.

     

    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	
              ABN
                AMRO BANK N.V., as Arranger

            
	 
 	 
 	 
 
	
            	By:  	
              /s/Augusto
                King

            
	 	 	
              
Name: Augusto
              King
	 	 	
              Title: Executive
                Directo

            
	 	 	 
	 	
              By:

            	
              /s/Anup
                Kuruvilla

            
	 	
              
                

              

              Name: Anup
                Kurivilla

            
	 	
              Title: Executive
                Director

            


    

     

    
       

      
        	 	 	 
	 	
                ABN
                  AMRO BANK N.V., as 

                Administrative
                  Agent

              
	 
 	 
 	 
 
	
              	By:  	
                /s/Yong
                  Peck Yuen

              
	 	 	
                

                Name: Yong
                  Peck Yuen

              
	 	 	
                Title: Senior
                  Vice President

              
	 	 	 
	 	
                By:

              	
                /s/Irene
                  Ng

              
	 	
                
                  

                

                Name: Irene
                  Ng

              
	 	
                Title: Assistant
                  Manager

              


      

       

       

      THE
        PROVISIONS OF THIS AGREEMENT ARE ACCEPTED AND 

      AGREED
        TO
        AS OF THE DATE FIRST ABOVE WRITTEN:

       

    

    
      	
              SYNUTRA
                INTERNATIONAL, INC. as Borrower

            	 	 	 
	 	 	 	 	 
	By:	
              /s/
                Liang Zhang

            	 	 	 
	 	
              

              Name: Liang
                Zhang

              
                Title: Chief
                  Executive Officer

              

            	 	 	
            


    

     

    

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        Dollar Facility Fee Letter Agreement Signature Page -