Unassociated Document


    

      Exhibit
        10.1 

      
        

        

      

       

       

      LOAN
        AGREEMENT

      


      


      dated
        as
        of October 11, 2007

      


      


      among

      


      


      Synutra
        International, Inc.,

      


      


      ABN
        AMRO Bank N.V.,

      


      as
        Administrative Agent and Collateral Agent,

      


      


      ABN
        AMRO Bank N.V.,

      


      as
        Arranger

      


      


      and

      


      The
        Lenders Party Hereto

       

      


      
        

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      TABLE
        OF CONTENTS

       

      
        
          	 	 	
                  Page

                
	 	 	 
	
                  ARTICLE
                    1

                
	
                  Definitions
                    and Accounting Terms

                
	 
	
                  Section
                    1.01.

                	
                  Defined
                    Terms

                	
                  1

                
	
                  Section
                    1.02.

                	
                  Other
                    Interpretive Provisions

                	
                  15

                
	
                  Section
                    1.03.

                	
                  Accounting
                    Terms

                	
                  16

                
	
                  Section
                    1.04.

                	
                  References
                    to Agreements, Laws and Persons

                	
                  16

                
	
                  Section
                    1.05.

                	
                  Times
                    of Day

                	
                  16

                
	 
	
                  ARTICLE
                    2

                
	
                  The
                    Commitments and the Loans

                
	 
	
                  Section
                    2.01.

                	
                  Loans.

                	
                  16

                
	
                  Section
                    2.02.

                	
                  Prepayments.

                	
                  17

                
	
                  Section
                    2.03.

                	
                  Repayment
                    of Loans

                	
                  17

                
	
                  Section
                    2.04.

                	
                  Interest.

                	
                  17

                
	
                  Section
                    2.05.

                	
                  Computation
                    of Interest

                	
                  18

                
	
                  Section
                    2.06.

                	
                  Evidence
                    of Debt

                	
                  18

                
	
                  Section
                    2.07.

                	
                  Payments
                    Generally; Administrative Agent’s Clawback

                	
                  18

                
	
                  Section
                    2.08.

                	
                  Sharing
                    of Payments by Lenders

                	
                  20

                
	
                  Section
                    2.09.

                	
                  Fees
                    and Expenses.

                	
                  21

                
	 
	
                  ARTICLE
                    3

                
	
                  Taxes,
                    Yield Protection and Illegality

                
	 
	
                  Section
                    3.01.

                	
                  Taxes.

                	
                  21

                
	
                  Section
                    3.02.

                	
                  Illegality

                	
                  23

                
	
                  Section
                    3.03.

                	
                  Inability
                    To Determine LIBOR

                	
                  23

                
	
                  Section
                    3.04.

                	
                  Increased
                    Cost and Reduced Return; Capital Adequacy.

                	
                  24

                
	
                  Section
                    3.05.

                	
                  Funding
                    Losses

                	
                  24

                
	
                  Section
                    3.06.

                	
                  Requests
                    for Compensation

                	
                  24

                
	
                  Section
                    3.07.

                	
                  Survival

                	
                  25

                
	 
	
                  ARTICLE
                    4

                
	
                  Conditions
                    Precedent

                
	 
	
                  Section
                    4.01.

                	
                  Conditions
                    to All Credit Extensions

                	
                  25

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    5

                
	
                  Representations
                    and Warranties

                
	 
	
                  Section
                    5.01.

                	
                  Existence,
                    Qualification and Power; Compliance with Laws

                	
                  27

                
	
                  Section
                    5.02.

                	
                  Authorization;
                    No Contravention

                	
                  28

                
	
                  Section
                    5.03.

                	
                  Governmental
                    Authorization; Other Consents

                	
                  28

                
	
                  Section
                    5.04.

                	
                  Binding
                    Effect

                	
                  28

                
	
                  Section
                    5.05.

                	
                  Disclosure
                    Documents; No Material Adverse Effect.

                	
                  28

                
	
                  Section
                    5.06.

                	
                  Litigation

                	
                  29

                
	
                  Section
                    5.07.

                	
                  No
                    Default

                	
                  29

                
	
                  Section
                    5.08.

                	
                  Ownership
                    of Collateral; Liens.

                	
                  29

                
	
                  Section
                    5.09.

                	
                  Taxes

                	
                  29

                
	
                  Section
                    5.10.

                	
                  Subsidiaries

                	
                  29

                
	
                  Section
                    5.11.

                	
                  Investment
                    Company Act

                	
                  29

                
	
                  Section
                    5.12.

                	
                  Disclosure

                	
                  29

                
	
                  Section
                    5.13.

                	
                  Compliance
                    with Laws

                	
                  30

                
	
                  Section
                    5.14.

                	
                  Security
                    Interests

                	
                  30

                
	
                  Section
                    5.15.

                	
                  Pari
                    Passu Ranking

                	
                  30

                
	
                  Section
                    5.16.

                	
                  Corporate
                    Chart

                	
                  30

                
	
                  Section
                    5.17.

                	
                  Government
                    Approvals

                	
                  30

                
	
                  Section
                    5.18.

                	
                  Distributions

                	
                  30

                
	
                  Section
                    5.19.

                	
                  Common
                    Stock

                	
                  30

                
	 
	
                  ARTICLE
                    6

                
	
                  Affirmative
                    Covenants

                
	 
	
                  Section
                    6.01.

                	
                  Information

                	
                  31

                
	
                  Section
                    6.02.

                	
                  Notices

                	
                  31

                
	
                  Section
                    6.03.

                	
                  Payment
                    of Obligations

                	
                  31

                
	
                  Section
                    6.04.

                	
                  Preservation
                    of Existence, etc

                	
                  31

                
	
                  Section
                    6.05.

                	
                  Compliance
                    with Laws

                	
                  32

                
	
                  Section
                    6.06.

                	
                  Books
                    and Records

                	
                  32

                
	
                  Section
                    6.07.

                	
                  Inspection
                    Rights

                	
                  32

                
	
                  Section
                    6.08.

                	
                  Use
                    of Proceeds

                	
                  32

                
	
                  Section
                    6.09.

                	
                  Know
                    Your Customer Checks

                	
                  33

                
	
                  Section
                    6.10.

                	
                  Pari
                    Passu Ranking

                	
                  33

                
	
                  Section
                    6.11.

                	
                  Unlawful
                    Contributions

                	
                  33

                
	
                  Section
                    6.12.

                	
                  Distributions

                	
                  33

                
	
                  Section
                    6.13.

                	
                  Compliance
                    Certificates.

                	
                  33

                
	
                  Section
                    6.14.

                	
                  Further
                    Assurances

                	
                  33

                
	
                  Section
                    6.15.

                	
                  Synutra,
                    Inc

                	
                  34

                
	 
	
                  ARTICLE
                    7

                
	
                  Negative
                    Covenants

                
	 
	
                  Section
                    7.01.

                	
                  Liens

                	
                  35

                
	
                  Section
                    7.02.

                	
                  Fundamental
                    Changes

                	
                  35

                
	
                  Section
                    7.03.

                	
                  Restricted
                    Payments on Stock

                	
                  35

                
	
                  Section
                    7.04.

                	
                  Financial
                    Covenants.

                	
                  35

                
	
                  Section
                    7.05.

                	
                  Dispositions

                	
                  36

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    8

                
	
                  Events
                    of Default and Remedies

                
	 
	
                  Section
                    8.01.

                	
                  Events
                    of Default

                	
                  37

                
	
                  Section
                    8.02.

                	
                  Remedies
                    Upon Event of Default

                	
                  40

                
	
                  Section
                    8.03.

                	
                  Application
                    of Funds

                	
                  40

                
	 
	
                  ARTICLE
                    9

                
	
                  Administrative
                    Agent

                
	 
	
                  Section
                    9.01.

                	
                  Appointment
                    and Authority.

                	
                  41

                
	
                  Section
                    9.02.

                	
                  Rights
                    as a Lender

                	
                  42

                
	
                  Section
                    9.03.

                	
                  Exculpatory
                    Provisions

                	
                  42

                
	
                  Section
                    9.04.

                	
                  Reliance
                    by Administrative Agent

                	
                  43

                
	
                  Section
                    9.05.

                	
                  Delegation
                    of Duties

                	
                  43

                
	
                  Section
                    9.06.

                	
                  Resignation
                    of Administrative Agent

                	
                  43

                
	
                  Section
                    9.07.

                	
                  Non-reliance
                    on Administrative Agent and Other Lenders

                	
                  44

                
	
                  Section
                    9.08.

                	
                  Administrative
                    Agent May File Proofs of Claim

                	
                  44

                
	
                  Section
                    9.09.

                	
                  Collateral
                    Matters

                	
                  45

                
	
                  Section
                    9.10.

                	
                  No
                    Other Duties

                	
                  45

                
	 
	
                  ARTICLE
                    10

                
	
                  Miscellaneous

                
	 
	
                  Section
                    10.01.

                	
                  Amendments,
                    etc

                	
                  46

                
	
                  Section
                    10.02.

                	
                  Notices
                    and Other Communications; Facsimile Copies.

                	
                  47

                
	
                  Section
                    10.03.

                	
                  No
                    Waiver; Cumulative Remedies

                	
                  48

                
	
                  Section
                    10.04.

                	
                  Attorney
                    Costs, Expenses, Taxes and Indemnities

                	
                  48

                
	
                  Section
                    10.05.

                	
                  Payments
                    Set Aside

                	
                  50

                
	
                  Section
                    10.06.

                	
                  Successors
                    and Assigns; Participations.

                	
                  50

                
	
                  Section
                    10.07.

                	
                  Confidentiality

                	
                  52

                
	
                  Section
                    10.08.

                	
                  Set-off

                	
                  53

                
	
                  Section
                    10.09.

                	
                  Interest
                    Rate Limitation

                	
                  53

                
	
                  Section
                    10.10.

                	
                  Counterparts

                	
                  53

                
	
                  Section
                    10.11.

                	
                  Integration;
                    Effectiveness

                	
                  53

                
	
                  Section
                    10.12.

                	
                  Survival
                    of Representations and Warranties

                	
                  54

                
	
                  Section
                    10.13.

                	
                  Severability

                	
                  54

                
	
                  Section
                    10.14.

                	
                  Governing
                    Law.

                	
                  54

                
	
                  Section
                    10.15.

                	
                  Waiver
                    of Right to Trial by Jury

                	
                  55

                
	
                  Section
                    10.16.

                	
                  New
                    York Process Agent

                	
                  55

                
	
                  Section
                    10.17.

                	
                  No
                    Advisory or Fiduciary Responsibility

                	
                  56

                
	
                  Section
                    10.18.

                	
                  Obligation
                    Currency

                	
                  56

                


        

         

        
          
            
            

          

          
            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 (“Agreement”)
        is
        entered into as of October 11, 2007 by and among Synutra International, Inc.,
        a
        Delaware corporation (the “Borrower”),
        ABN
        AMRO Bank N.V., as Administrative Agent and Collateral Agent, ABN AMRO Bank
        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
        AMRO”
means
        ABN AMRO Bank N.V.

      


      “Administrative
        Agent”
means
        ABN AMRO 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% per annum.

      


      “Arranger”
means
        ABN AMRO 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 Section
        10.06(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.

      


      “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.

      


      “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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “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.

      


      “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 AMRO in its capacity as collateral agent under any of the Loan Documents,
        or
        any successor collateral agent.

      


      “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 AMRO, 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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “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 

      


      (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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “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).

      


      “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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “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).

      


      “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.

      


      “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.

      


      “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).

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

      


      “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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “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.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “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 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.

      


      “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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “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.

      


      “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.

      


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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “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; 

      


      (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;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (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;

      


      (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.

      


      “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 AMRO Bank N.V. or such other banks as may be
        appointed by the Administrative Agent in consultation with the
        Borrower.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “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.

      


      “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.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      “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.

      


      “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) Article (i) The
        words
“herein”,
        “hereto”,
        “hereof”
and
        “hereunder”
and
        words of similar import when used in any Loan Document shall refer to such
        Loan
        Document as a whole and not to any particular provision thereof.

      


      (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.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (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, Article
        2
        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
Article
        3
        references to any Law shall include all statutory and regulatory provisions
        consolidating, amending, replacing, supplementing or interpreting such Law
        and
Article
        4
        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
Article
        5
        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.

      


      (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
Article
        6
        the
        Borrower shall deliver not more than an aggregate number of 5 Loan Drawdown
        Notices and Article
        7
        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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (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.
        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.

       

      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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (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.

       

      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 Default Interest 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. Article
        8
        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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (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 Article
        9
        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 Article
        10
        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.

      


      (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
Article
        4
        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).

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (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 Article
        11
        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 Article
        12
        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.

       

      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 Article
        13
        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 Article
        14
        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).

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      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.

       

      (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, Article
        15 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,
        Article
        16
        the
        Borrower shall make such deductions, Article
        17
        the
        Borrower shall pay the full amount deducted to the relevant taxation authority
        or other authority in accordance with applicable Laws, and Article
        18
        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.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (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 Article
        19
        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
Article
        20
        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:

      


      (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 Article
        21
        a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code,
        Article
        22
        a “10
        percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of
        the Internal Revenue Code, or Article
        23
        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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (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.

       

      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.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      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 Article
        24
        Taxes or
        Other Taxes (as to which Section
        3.01
        shall
        govern), Article
        25
        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 Article
        26
        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.

       

      (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
Article
        27
        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 Article
        28
        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.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section
        3.07.
        Survival. All
        of
        the Borrower’s obligations under this Article
        3
        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:

      


      (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;

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (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 Article
        29
        that the
        conditions specified in Sections 4.01(c)
        and
(d)
        have
        been satisfied, and Article
        30
        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

      


      (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 Article
        31
        the
        Closing Date and Article
        32
        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) for the historical period referred to in the Borrower’s Form 8-K
        dated August 17, 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.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (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.

      


      (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.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      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 (e)
        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.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      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 Article
        33 purport
        to affect or pertain to this Agreement or any other Loan Document, or any
        of the
        transactions contemplated hereby, or Article
        34
        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.

       

      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.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      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 Article
        35
        such
        requirement of Law or order, writ, injunction or decree is being contested
        in
        good faith by appropriate proceedings diligently conducted or Article
        36
        the
        failure to comply therewith, either individually or in the aggregate, would
        not
        reasonably be expected to have a Material Adverse Effect.

       

      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 Article
        37
        all
        approvals, consents, exemptions, authorizations or other actions by or notices
        to, or filings with any Governmental Authority or any person and Article
        38
        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.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      


      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.

       

      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 Article
        39
        a breach
        or non-performance of, or any default under, a Contractual Obligation of
        the
        Borrower or a Material Subsidiary; Article
        40
        any
        dispute, litigation, investigation, proceeding or suspension between the
        Borrower or a Material Subsidiary and any Governmental Authority; or
Article
        41
        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 Article
        42 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; Article
        43 all
        material lawful claims which, if unpaid, would by law become a Lien upon
        his (or
        her) or its property; and Article
        44 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, Article
        45
        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 Article
        46
        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.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      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 Article
        47
        such
        requirement of Law or order, writ, injunction or decree is being contested
        in
        good faith by appropriate proceedings diligently conducted; or Article
        48
        the
        failure to comply therewith would not reasonably be expected to have a Material
        Adverse Effect.

       

      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 Article
        49
        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 (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.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      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.

       

      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
Article
        50
        use any
        corporate funds for any unlawful contribution, gift, entertainment or other
        unlawful expense relating to political activity, Article
        51
        make any
        direct or indirect unlawful payment to any foreign or domestic government
        official or employee from corporate funds or Article
        52
        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 Article
        53
        all
        approvals, consents, exemptions, authorizations or other actions by or notices
        to, or filings with any Governmental Authority or any person and Article
        54
        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,
        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.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      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 subsidiaries
        to
Article
        55
        correct
        any material defect or error that may be discovered in any Loan Document
        or in
        the execution, acknowledgment, filing or recordation thereof, and Article
        56
        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.

       

      Section
        6.15.
        Synutra, Inc.  Article
        57
        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) (iv)
        that is
        made in Synutra, Inc.’s and its Subsidiaries’ ordinary course of business,
(v)
        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
(vi)
        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.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      (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. 

      


      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. Article
        58
        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.

      


      (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.

      


      (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: 

       

      
        	
                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

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (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:

       

      
        	
                 

                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

              


      

       

      (d) Permit
        the ratio of Consolidated Indebtedness to Consolidated Tangible Net Worth
        on any
        date to be higher than the Maximum Consolidated Indebtedness to Consolidated
        Tangible Net Worth Ratio 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

              


      

      


      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 Article
        59
        such
        property is exchanged for credit against the purchase price of similar
        replacement property or Article
        60
        the
        proceeds of such Disposition are reasonably promptly applied to the purchase
        price of such replacement property;

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

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

       

      (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.

      


      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 Article
        61
        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 Article
        62
        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

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      (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.
        Article
        63
        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
Article
        64 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

       

      (k) Judgments.
        There
        is entered against the Borrower or any Material Subsidiary Article
        65
        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 Article
        66
        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

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      


      (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.

      


      (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).

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (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
Article
        10,
        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 Article
        3)
        payable
        to the Administrative Agent in its capacity as such;

      


      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 Article
        3,
        ratably
        among them in proportion to the respective amounts described in this clause
        Second
        payable
        to them;

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      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 AMRO 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
Article
        10
        (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.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      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.

      


      The
        Administrative Agent shall not be responsible for or have any duty to ascertain
        or inquire into (ii)
        any
        statement, warranty or representation made in or in connection with this
        Agreement or any other Loan Document, (iii)
        the
        contents of any certificate, report or other document delivered hereunder
        or
        thereunder or in connection herewith or therewith, (iv)
        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,
        (v)
        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, (vi)
        the
        value or the sufficiency of any Collateral, or (vii)
        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.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      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.

       

      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 Article
        67
        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 Article
        68
        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.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      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:

      


      (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

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      (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 Article
        69
        upon
        termination of the Commitments and payment in full of all Obligations (other
        than contingent indemnification obligations), Article
        70
        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 Article
        71
        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.

       

      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.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      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

      


      (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.

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      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 Article
        72
        actual
        receipt by the relevant party hereto and Article
        73 (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.

       

      (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 Article
        74
        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
Article
        75
        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.

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      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. Article
        76 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.

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      (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).

       

      (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.

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (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.

       

      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 Section
        10.06(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.

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      (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
Article
        77
        such
        Lender’s and the Borrower’s obligations under this Agreement shall remain
        unchanged, Article
        78
        such
        Lender shall remain solely responsible to the Borrower for the performance
        of
        such obligations and Article
        79
        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 Section
        10.06(d),
        the
        Borrower agrees that each Participant shall be entitled to the benefits of
        Section
        3.01,
        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 Section
        10.08
        as
        though it were a Lender.

       

      (d) A
        Participant shall not be entitled to receive any greater payment under
Section
        3.01,
        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.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      (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 Section
        10.06(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 Lenders agrees to maintain the confidentiality
        of the Information (as defined below), except that Information may be disclosed
        Article
        80
        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); Article
        81
        to the
        extent requested by any regulatory authority; Article
        82
        to the
        extent required by applicable laws or regulations or by any subpoena or similar
        legal process; Article
        83
        to any
        other party to this Agreement; Article
        84
        in
        connection with the exercise of any remedies hereunder or any suit, action
        or
        proceeding relating to this Agreement or the enforcement of rights hereunder;
        Article
        85
        subject
        to an agreement containing provisions substantially the same as those of
        this
Section
        10.07 (i)
        any
        Assignee of or Participant in, or any prospective Assignee of or Participant
        in,
        any of its rights or obligations under this Agreement 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;
        Article
        86
        with the
        consent of the Borrower; or Article
        87
        to the
        extent such Information (i)
        becomes
        publicly available other than as a result of a breach of this Section
        10.07
        or
(ii)
        becomes
        available to the Administrative Agent or any Lender on a nonconfidential
        basis
        from a source other than the Borrower. In addition, the Administrative Agent
        and
        any Lender may disclose the existence of this Agreement and information about
        this Agreement to market data collectors, similar service providers to the
        lending industry, and service providers to the Administrative Agent or any
        Lender in connection with the administration and management of this Agreement,
        the other Loan Documents, the Commitment and the Loans.

      


      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 nonconfidential 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.

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      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
Article
        10,
        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.

       

      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, Article
        88
        characterize any payment that is not principal as an expense, fee, or premium
        rather than interest, Article
        89
        exclude
        voluntary prepayments and the effects thereof, and Article
        90
        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.

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      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, Article
        91
        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 Article
        92
        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.

       

      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.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      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.

       

      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.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      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.

       

      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 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
        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.

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      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:  	
                /s/ Liang
                  Zhang

              
	 	
                

                Name: Liang
                  Zhang

              
	 	
                Title:  
                  Chief
                  Executive Officer

              


      

       

      
        
          
          

        

        
          
            -
              Loan
              Agreement Signature Page -

          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	
                ABN
                  AMRO BANK N.V.,
                  

                as
                  Administrative Agent and Collateral Agent

              
	 
 	 
 	 
 
	
              	By:  	
                /s/ Yong
                  Peck
                  Yuen

              
	 	
                

                Name: Yong
                  Peck Yuen

              
	 	
                Title:   
                  Senior
                  Vice President

              


      

      
         

        
          	 	 	 
	 	 	 
	
                	By:  	
                  /s/ Irene
                    Ng

                
	 	
                  

                  
                    Name: Irene
                      Ng

                  

                
	 	
                  
                    Title: 
                       Senior
                      Vice President

                  

                


        

         

        
          
            
            

          

          
            
              -
                Loan
                Agreement Signature Page -

            

            
              

            

          

          
            
            

          

        

         

        
          
            	 	 	 
	 	
                    ABN
                      AMRO BANK N.V.,
                      

                    as
                      Arranger

                  
	 
 	 
 	 
 
	
                  	By:  	
                    /s/ Augusto
                      King

                  
	 	
                    

                    Name: Augusto
                      King

                  
	 	
                    Title:   
                      Assistant
                      Manager

                  


          

          
             

            
              	 	 	 
	 	 	 
	
                    	By:  	
                      /s/ Anup
                        Kuruvilla

                    
	 	
                      

                      
                        Name: Anup
                          Kuruvilla

                      

                    
	 	
                      
                        Title:   Executive
                          Director

                      

                    


            

          

        

      

       

      
        
          
          

        

        
          
            -
              Loan
              Agreement Signature Page -

          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 	 	 
	 	
                    ABN
                      AMRO BANK N.V.,
                      

                    
                      HONG
                        KONG BRANCH,

                      as
                        Lender

                    

                  
	 
 	 
 	 
 
	
                  	By:  	
                    /s/ Poon
                      Yiu
                      Tak

                  
	 	
                    

                    Name: Poon
                      Yiu Tak

                  
	 	
                    Title:   
                      Vice
                      President

                  


          

          
             

            
              	 	 	 
	 	 	 
	
                    	By:  	
                      /s/ Yun
                        Wai
                        Keung

                    
	 	
                      

                      
                        Name: Yun
                          Wai Keung

                      

                    
	 	
                      
                        Title:   Senior
                          Vice President

                      

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      
        
          
            
              	 	 	 
	 	
                      
                        SHINHAN
                          BANK, 

                        NEW
                          YORK BRANCH, 

                        as
                          Lender

                      

                    
	 
 	 
 	 
 
	
                    	By:  	
                      /s/ Dae
                        Gen
                        Hwang

                    
	 	
                      

                      Name: Dae
                        Gen Hwang

                    
	 	
                      Title:   
                        Deputy
                        General Manager

                    


            

            
               

            

            
              
                
                

              

              
                
                  -
                    Loan
                    Agreement Signature Page -

                

                
                  

                

              

              
                
                

              

            

          

        

      

       

      SCHEDULE
        2.01

      


       

      LENDERS

       

      
        	
                Name

              	 	
                Applicable
                  Percentage

              	 	
                Applicable
                  Commitment

              
	 	 	 	 	 
	
                ABN
                  AMRO Bank N.V., 

                Hong
                  Kong Branch

              	 	
                57.1429%

              	 	
                US$20.0
                  million

              
	 	 	 	 	 
	
                Shinhan
                  Bank,

                New
                  York Branch

              	 	
                42.8571%

              	 	
                US$15.0
                  million

              


      

      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        5.10

      


      SUBSIDIARIES
        OF THE BORROWER

      
        	
                 

                No

              	
                 

                Name
                  of the Subsidiaries

              	
                 

                Place
                  of Incorporation

              	
                 

                Shareholder
                  Structure 

              
	 	 	 	 
	
                1.

              	
                Synutra,
                  Inc. 

              	
                Illinois,
                  U.S.A.

              	
                100%
                  owned by Synutra International, Inc. 

              
	 	 	 	 
	
                2.

              	
                Inner
                  Mongolia Sheng Yuan Food Co., Ltd. 

              	
                PRC

              	
                100%
                  owned by Synutra International, Inc. 

              
	 	 	 	 
	
                3.

              	
                Mei
                  Tai Technology (Qingdao) Co., Ltd. 

              	
                PRC

              	
                100%
                  owned by Synutra International, Inc. 

              
	 	 	 	 
	
                4.

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

              	
                PRC

              	
                94.62%
                  owned by Synutra International, Inc.; 5.38% owned by Heilongjiang
                  Junchuan
                  Ranch

              
	 	 	 	 
	
                5.

              	
                Sheng
                  Yuan Nutritional Food Co., Ltd.1 

              	
                PRC

              	
                100%
                  owned by Synutra, Inc. 

              
	 	 	 	 
	
                6.

              	
                Qingdao
                  Sheng Yuan Dairy Co., Ltd.

              	
                PRC

              	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 
	
                7.

              	
                Luobei
                  Sheng Yuan Dairy Co., Ltd.

              	
                PRC

              	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 
	
                8.

              	
                Zhangjiakou
                  Sheng Yuan Dairy Co., Ltd.

              	
                PRC

              	
                100%
                  owned by Synutra, Inc.

              
	 	 	 	 
	
                9.

              	
                Inner
                  Mongolia Meng Yuan Food Co., Ltd.

              	
                PRC

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

              


      

      

        

      

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

           

          
            
              
              

            

            
              S-2

              
                

              

            

            
              
              

            

          

          

            SCHEDULE
              5.16

          

           

        

      

      CORPORATE
        CHART OF THE BORROWER

       

        

       

      
        

      

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

      


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      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.	
                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.
                  

              


      

       

      
        

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

      

       

      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

       

      
        	
              	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-5

          
            

          

        

        
          
          

        

      

       

      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
        AMRO
        Bank N.V. 

      One
        Raffles Quay

      Level
        26,
        South Tower

      Singapore
        048583 

      Singapore

      Attention:
        Yong Peck Yuen / Irene Ng

      Telephone:
        +65-6518-8225 / 7342

      Facsimile:
        +65-6518-6012 / 6035

      E-Mail:
        peck.yuen.yong@sg.abnamro.com; irene.ng@sg.abnamro.com

      


      ARRANGER:

      


      ABN
        AMRO
        Bank 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
        AMRO
        Bank N.V., Hong Kong Branch

      38/F,
        Cheung Kong Centre

      2
        Queen’s
        Road Central

      Hong
        Kong

      Attention:
        Shirley Yiu, Helen Fei

      Telephone:
        +852-2700-3209 / 3211

      Facsimile:
        +852-2700-3202

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

       

      Shinhan
        Bank, New York Branch

      32/F,
        800
        3rd Ave.

      New
        York,
        N.Y. 10022, USA

      Attention:
        Jerry Li, Hyung Hoe Koo

      Telephone:
        +852-2523-6207 / +1-212-8000 ext 219

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

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

      


      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      


      FORM
        OF COLLATERAL AGREEMENT

      


      [TO
        COME]

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      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]1 
                    [By]2 
                    wire transfer to:

                
	 	 	 
	
                   

                	
                  Account
                    Name:

                	
                  [_______]

                
	
                   

                	 	 
	
                   

                	
                  Account
                    No.: 

                	
                  [_______]

                
	 	 	 
	
                   

                	
                  Account
                    Type: 

                	
                  [_______]

                
	 	 	 
	
                   

                	
                  Bank
                    Name: 

                	
                  [_______]

                
	 	 	 
	
                   

                	
                  ABA
                    No.: 

                	
                  [_______]

                
	 	 	 
	
                   

                	
                  Routing
                    No.: 

                	
                  [_______]

                
	 	 	 
	
                   

                	
                  SWIFT
                    Code: 

                	
                  [_______]

                


        

        

          

          
            1
              Insert in the first Loan Drawdown Notice.

             

          

          
            2
              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.

       

      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      

       

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

      


      (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 BANK 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.

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      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-3

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          

        

        
          	1     
                  	
                  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.

                


        

      

      
         

        
          	2     
                  	
                  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.

                


        

         

        
          	3     
                  	
                  Select
                    as appropriate.

                


        

         

        
          	4     
                  	
                  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 AMRO Bank 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 AMRO Bank N.V., as Administrative
        Agent and Collateral Agent and ABN AMRO Bank N.V., as Arranger.

      


      6. Assigned
        Interest:

      
        	
                 

                Assignor[s]5 

              	 	
                Assignee[s]6 

              	 	
                Aggregate

                Amount
                  of Commitment/

                Loans
                  for all Lenders7 

              	 	
                Amount
                  of Commitment/

                Loans
                  Assigned

              	 	
                Percentage
                  Assigned of Commitment/Loans8 

              	 	
                CUSIP
                  Number

              
	 	 	 	 	 	 	 	 	
                 

              	 	 
	 	 	 	 	
                $________________

              	 	
                $_________

              	 	
                ____________

              	 	 
	 	 	 	 	
                ______

              	 	 	 	
                ___%

              	 	 
	 	 	 	 	
                $________________

              	 	
                $_________

              	 	
                ____________

              	 	 
	 	 	 	 	
                ______

              	 	 	 	
                ___%

              	 	 
	 	 	 	 	
                $________________

              	 	
                $_________

              	 	
                ____________

              	 	 
	 	 	 	 	
                ______

              	 	 	 	
                ___%

              	 	 


      

      


      [7. Trade
        Date: __________________]9 

       

      
        
          

        

        
          	5     
                  	
                  List
                    each Assignor, as
                    appropriate.

                


        

         

        
          	6     
                  	
                  List
                    each Assignee, as
                    appropriate.

                


        

         

        
          	7     
                  	
                  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.

                


        

         

        
          	8     
                  	
                  Set
                    forth, to at least 9 decimals, as a percentage of the Commitment/Loans
                    of
                    all Lenders thereunder.

                


        

         

        
          	9     
                  	
                  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
                  AMRO Bank N.V.,

                as
                  Administrative Agent

              


      

       

      
        	
                Received
                  by:   _____________________________

              
	
                Name: 

              
	
                Title: 

              


      

       

      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

       

      ANNEX
        1 TO ASSIGNMENT AND ASSUMPTION

      


      [___________________]10 

      


      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.

       

      
        
          

        

      

      
        	10   
                	
                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