UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Feihe International, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

31429Y103

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 3, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

INTRODUCTORY NOTE

This Schedule 13D (the “Schedule 13D”) is filed jointly by Morgan Stanley (“MS”), Mr. You-Bin Leng (“Mr. Leng”), Mr. Sheng-Hui Liu and Mr. Hua Liu (Mr. Hua Liu together with MS, Mr. Leng and Mr. Sheng-Hui Liu, the “Reporting Persons”). With respect to MS, this Schedule 13D represents Amendment No. 2 to the original statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2012 by MS with respect to Feihe International, Inc. (the “Company”), as amended and supplemented by Amendment No. 1, filed by MS with the SEC on December 3, 2012. With respect to Mr. Leng, this Schedule 13D represents Amendment No. 5 to the to the original statement on Schedule 13D filed with the SEC on June 11, 2003 by Mr. Leng with respect to the Company, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, filed by Mr. Leng on September 22, 2003, October 3, 2012, December 5, 2012 and March 4, 2013, respectively. This Schedule 13D represents the initial statement on Schedule 13D filed by Mr. Sheng-Hui Liu and Mr. Hua Liu.

ITEM 1.          SECURITY AND ISSUER

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of the Company. The address of the principal executive office of the Company is Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing 100016, the People’s Republic of China.

ITEM 2.          IDENTITY AND BACKGROUND

Item 2 is hereby supplemented as follows and, with respect to MS, the information set forth in Item 2(e) - (f) supersedes the information previously provided by MS in Item 2(e) - (f):

(a)           This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01.

(b)           The business address of each of Mr. Sheng-Hui Liu and Mr. Hua Liu is Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing 100016, the People’s Republic of China.

(c)           Mr. Sheng-Hui Liu’s present principal occupation is as a member of the Board of Directors of the Company, and Mr. Hua Liu’s present principal occupation is Chief Financial Officer of the Company.

(d)           During the past five years, neither Mr. Sheng-Hui Liu nor Mr. Hua Liu has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the past five years, neither Mr. Sheng-Hui Liu nor Mr. Hua Liu has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

During the past five years, MS has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than as described in Schedule A hereto.

(f)           Mr. Sheng-Hui Liu and Mr. Hua Liu are citizens of the People’s Republic of China.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS are set forth in Schedule B hereto.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

ITEM 3.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby supplemented as follows:

Pursuant to an agreement and plan of merger, dated as of March 3, 2013 (the “Merger Agreement”), by and among Diamond Infant Formula Holding Limited, a Cayman Islands company indirectly wholly owned by MSPEA IMF Holding Limited and Mr. Leng (“Holdco”), Platinum Infant Formula Holding Limited, a Cayman Islands company wholly owned by Holdco (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in its entirety.

The Reporting Persons anticipate that the approximately US$86 million will be expended in completing the Merger. This amount includes (a) the aggregate per share merger consideration to be received by shareholders of the Company (other than the Rollover Shareholders (as defined below)) owning an aggregate of 11,605,166 outstanding shares of Common Stock (the “Publicly Held Shares”), and (b) the estimated funds required by the Reporting Persons to pay for the outstanding options to purchase Common Stock.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Reporting Persons pursuant to (i) a facility agreement, dated as of March 3, 2013 (the “Facility Agreement”), by and between Parent, Holdco, Merger Sub, Mr. Leng, Wing Lung Bank Limited (“Wing Lung”) and Cathay United Bank (“Cathay”), (ii) an equity commitment letter, dated as of March 3, 2013 (the “Sponsor Equity Commitment Letter”), by and between Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, an exempted company incorporated in the Cayman Islands (“MSPEA III”), and Holdco, and (iii) an equity commitment letter, dated as of March 3, 2013 (the “Founder Equity Commitment Letter”), by and between Mr. Leng and Holdco. Under the terms and subject to the conditions of the Facility Agreement, Wing Lung and Cathay will provide, in equal portions, a secured term loan of $50,000,000 to Parent. Under the terms and subject to the conditions of the Sponsor Equity Commitment Letter, MSPEA III will provide equity financing of $28.1 million to Holdco. The source of funds for such equity financing will come from the investors in funds affiliated with MSPEA III. Under the terms and subject to the conditions of the Founder Equity Commitment Letter, Mr. Leng will provide equity financing of $8.164 million to Holdco. The source of funds for such equity financing will come from Mr. Leng’s personal funds. In addition, subject to the consummation of the Merger, Wing Lung Bank, Shanghai Branch will provide Heilongjiang Feihe Dairy Co., Limited, a subsidiary of the Company, an onshore term loan in an amount of RMB15,000,000 for the purpose of general working capital. The information disclosed in this paragraph is qualified in its entirety by reference to the Facility Agreement, the Sponsor Equity Commitment Letter and the Founder Equity Commitment Letter, copies of which have been filed as Exhibit 7.03, Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein by reference in their entirety.

On March 3, 2013, Mr. Leng, Mr. Sheng-Hui Liu and Mr. Hua Liu (the “Rollover Shareholders”) entered into a contribution agreement (the “Contribution Agreement”) with the Company, Parent and Holdco. Pursuant to the Contribution Agreement, the Rollover Shareholders have agreed that, immediately prior to the effective time of the Merger, they will contribute to Parent an aggregate of 8,215,125 shares of Common Stock in exchange for the same number of shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which has been filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.

ITEM 4.          PURPOSE OF TRANSACTION

Item 4 is hereby supplemented as follows:

On March 4, 2013, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each Publicly Held Share will be converted into the right to receive $7.40 in cash, without interest. The Merger is subject to the approval of the Company’s shareholders (including the approval of a majority of the outstanding shares of Common Stock not owned by the Rollover Shareholders, Holdco, Parent, Merger Sub, or any of their respective affiliates) and other customary closing conditions.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, shares of Common Stock will no longer be traded on the New York Stock Exchange and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders, who together own approximately 41.3% of the outstanding shares of Common Stock, entered into a voting agreement, dated as of March 3, 2013 (the “Voting Agreement”) with Parent and the Company, pursuant to which the Rollover Shareholders have agreed (i) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum and (ii) to vote or cause to be voted at such meeting all their shares of Common Stock in favor of the approval of the Merger Agreement and approval of the other actions contemplated in the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit 7.07, and is incorporated herein by reference in its entirety.

Item 3 of this Schedule 13D/A is incorporated herein by reference.

Other than as described in Item 3 and Item 4 above, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby supplemented as follows:

(a)-(b)    As of the date hereof, Mr. Sheng-Hui Liu directly holds 261,207 shares of Common Stock, plus 12,000 shares of Common Stock issuable upon exercise of certain stock options, together, approximately 1.4% of the outstanding Common Stock. As of the date hereof, Mr. Hua Liu directly holds 51,783 shares of Common Stock, plus 12,000 shares of Common Stock issuable upon exercise of certain stock options, together, approximately 0.3% of the outstanding Common Stock.

By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole; thus, the Reporting Persons may be deemed to beneficially own in the aggregate 8,296,690 shares of Common Stock, which represents approximately 41.9% of the outstanding Common Stock. Each Reporting Person disclaims any beneficial ownership of such shares held by each other Reporting Person.

(c)          On December 31, 2012, Morgan Stanley ceased to be the indirect owner of the general partner of the fund that directly owned 5,389 shares of Common Stock, and therefore no longer has any beneficial ownership of such shares.

Other than the transaction listed above, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Common Stock of the Company during the past sixty (60) days.

(d)          Not applicable.

(e)          Not applicable.

ITEM 6.          CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby supplemented as follows:

On March 3, 2013, Parent, Merger Sub, the Company and Holdco entered into the Merger Agreement. The descriptions of the Merger Agreement in Item 3 and Item 4 of this Schedule 13D are incorporated herein by reference. Concurrently with the execution of the Merger Agreement: (i) Parent, Holdco, Merger Sub, Mr. Leng, Wing Lung and Cathay entered into the Facility Agreement, (ii) Holdco and MSPEA III entered into the Sponsor Equity Commitment Letter, (iii) Holdco and Mr. Leng entered into the Founder Equity Commitment Letter, (iv) the Rollover Shareholders, the Company, Parent and Holdco entered into the Contribution Agreement, and (v) the Rollover Shareholders, Parent and the Company entered into the Voting Agreement.

The descriptions in Item 3 and Item 4 of this Schedule 13D of the agreements listed in this Item 6 are incorporated herein by reference. The summaries of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.02 through 7.07 and are incorporated herein by reference.

ITEM 7.          MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.01     Joint Filing Agreement by and among the Reporting Persons, dated March 3, 2013.

Exhibit 7.02     Merger Agreement, by and among the Company, Holdco, Parent and Merger Sub, dated March 3, 2013 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on March 4, 2013).

Exhibit 7.03     Facility Agreement, by and between Parent, Holdco, Merger Sub, Mr. Leng, Wing Lung and Cathay, dated March 3, 2013.

Exhibit 7.04     Sponsor Equity Commitment Letter, by and between Holdco and MSPEA III, dated March 3, 2013.

Exhibit 7.05     Founder Equity Commitment Letter, by and between Holdco and Mr. Leng, dated March 3, 2013.

Exhibit 7.06     Contribution Agreement, by and among Holdco, Parent, the Company and the Rollover Shareholders, dated March 3, 2013 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on March 4, 2013).

Exhibit 7.07     Voting Agreement, by and among the Company, Parent and the Rollover Shareholders, dated March 3, 2013 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on March 4, 2013).

SCHEDULE A

LEGAL PROCEEDINGS

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.

(a) On September 30, 2009, Morgan Stanley entered into an administrative settlement agreement with the U.S. Environmental Protection Agency (“EPA”) to resolve certain violations of the U.S. environmental laws allegedly committed by Morgan Stanley during 2005. These alleged violations included: distribution of approximately 2.7 million gallons of reformulated gasoline that failed to comply with maximum benzene content limitations; failure to report volume and property information for each batch of gasoline blendstock imported and reformulated gasoline produced; failure to conduct an annual attest engagement; and failure to provide product transfer documents for each transfer of reformulated gasoline and each batch of previously certified gasoline. Without admitting or denying the EPA’s allegations, Morgan Stanley agreed to resolve these matters for a civil penalty of $405,000.

(b) On June 24, 2010, Morgan Stanley and the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of the Company’s financing, purchase and securitization of certain subprime residential mortgages. The AOD provides for Morgan Stanley to make payments totaling approximately $102.7 million, and for Morgan Stanley to use its best efforts to implement certain business practices related to such activities on a prospective basis.

In addition, MS&Co. has been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Such proceedings are reported and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference. The MSSB LLC Form BD filed with the SEC is also hereby incorporated by reference.

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY

The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036.

* Director

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit 7.03

EXECUTION VERSION

Dated 3 March 2013

FACILITY AGREEMENT

between

Platinum Infant Formula Holding Limited
as Borrower

Diamond Infant Formula Holding Limited, Infant Formula Merger Sub Holding Inc. and Mr. You-Bin Leng
as Original Guarantors

Wing Lung Bank Limited and Cathay United Bank
as Mandated Lead Arrangers and Original Lenders

Cathay United Bank
as Facility Agent

and

Wing Lung Bank Limited
as Security Agent

relating to

US$50,000,000 Term Loan Facility

9/F, Central Tower
28 Queen’s Road Central
Hong Kong

TABLE OF CONTENTS

THIS AGREEMENT is dated 3 March 2013 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Account Bank” means Cathay United Bank.

“Accession Deed” means:

“Acquisition” means the acquisition by the Borrower of the Target by way of a one-step merger of the Merger Sub with and into the Target pursuant to the terms of the Acquisition Documents, with the Target to be the surviving corporation of such merger.

“Acquisition Agreement” means the Agreement and Plan of Merger dated on or about the Signing Date and made among the Borrower, the Merger Sub and the Target.

“Acquisition Closing Date” means the “Closing Date” under and as defined in the Acquisition Agreement.

“Acquisition Consideration” means the aggregate consideration for the Target Shares (other than (i) the Rollover Shares (as defined in the Acquisition Agreement) and (ii) any Target Shares owned by Holdco, the Borrower, Merger Sub, Target or any Target Group Member, which in the case of (i) and (ii) will be cancelled and cease to exist without any payment of cash consideration) payable under the Acquisition Agreement as described in the Funds Flow Memo and assuming that the consideration per Target Share payable for the Dissenting Shares (as defined in the Acquisition Agreement) will be equal to the Merger Consideration (as defined in the Acquisition Agreement).

“Acquisition Documents” means the Acquisition Agreement and any other document designated in writing as an “Acquisition Document” by the Facility Agent, the Security Agent, and the Borrower.

“Acquisition Effective Time” means the “Effective Time” under and as defined in the Acquisition Agreement.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause ‎26(Changes to the Obligors).

“Agents” means the Facility Agent and the Security Agent, and “Agent” means either of them, as the content requires.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed Form” means with respect to any document (subject to Clause 22.28(Amendments)):

“Applicable GAAP” means:

“Approved Payroll” means any payments to the Target Group’s employees and/or any Corporate Obligor’s employees as agreed in writing by the Facility Agent from time to time.

“Arrangers” means the Mandated Lead Arrangers and any person which is designated an arranger of the Facility by the Mandated Lead Arrangers and the Borrower after the Signing Date.

“Auditors” means, with respect to any relevant entity, the initial auditors of such entity at the Signing Date, or any other firm which is appointed by such entity in accordance with the terms of this Agreement.

“Authorisation” means

“Availability Period” means the period from and including the Signing Date to and including (a) the date falling nine (9) Months from the Signing Date, or (b) such later date as requested by the Borrower and approved by all of the Original Lenders in their sole discretion, provided that the Availability Period shall end and the Commitment of each Lender shall be cancelled immediately upon either (i) termination of the Acquisition Agreement in accordance with its terms, or (ii) immediately following Utilisation, on the Utilisation Date.

“Borrower Citibank Account” means the account opened and maintained by the Borrower with Citibank, N.A. in the United States of America.

“Break Costs” means the amount (if any) by which:

exceeds:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business:

“Cayman Share Charge” means each Cayman Island-law governed first priority charge to be executed by (a) GGH as chargor in respect of 75% of the Equity Interest it owns in the Holdco immediately after the Acquisition Effective Time, and (b) the Holdco as chargor in respect of the entire Equity Interest of the Borrower, in each case, in favour of the Security Agent in the Agreed Form.

“Change of Control” means:

“Charged Assets” means the assets, rights and property from time to time subject, or expressed to be subject, to the Security created by the Security Documents or any part of those assets, rights or property.

“Closing MAE” means “Company Material Adverse Effect” as such term is defined in the Acquisition Agreement.

“Collection Account” means each account designated in writing as such opened and maintained by each Corporate Obligor with the Account Bank (and, in each case, any replacement account or sub-account thereto) to be operated and maintained with Clause 22.8(Accounts).

“Commitment” means:

in each case to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 4(Form of Compliance Certificate).

“Core Group Assets” means the business, assets or Subsidiaries of the Target Group (or after the Acquisition Effective Time, the Group) other than the Non-Core Group Assets.

“Corporate Obligor” means the Borrower or a Guarantor other than Mr. Leng.

“Currency Event” means any change in the laws or the regulations of PRC or the policies of any Governmental Agency in PRC which prohibits or substantially restricts (a) the conversion of any amount from RMB to US Dollars and/or (b) the making of any dividend or other distributions from any entity that is established in the PRC to its immediate parent company and which in the case of clauses (a) and/or (b) has the effect of prohibiting, preventing or materially delaying the payment or remittance of any amount due under the Finance Documents.

“Default” means an Event of Default or any event or circumstance specified in Clause 23(Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Directors’ Undertaking Letter” means the HK law-governed undertaking letter to be executed by the directors of the Group immediately after the Acquisition Effective Time (other than any director appointed by MSPEA) in favour of the Security Agent in the Agreed Form.

“Disclosed Litigation” means the litigation proceedings disclosed in Schedule 8(Disclosed Litigation).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Member conducted on or from the properties owned or used by the Group Member.

“Equity Contributions” means (i) an equity contribution of US$28,100,000 (or if higher, an amount in US Dollars equal to the difference between (x) the Acquisition Consideration (after deducting the Mr. Leng Equity Contribution) and (y) the Total Commitments) by MSPEA directly or indirectly into the Borrower (“MSPEA Equity Contribution”), and (ii) an equity contribution of US$8,163,850 by Mr. Leng directly or indirectly into the Borrower (“Mr. Leng Equity Contribution”).

“Equity Documents” means the legal documentation in the Agreed Form evidencing:

“Equity Interest” of any person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interest in (however designated) equity of such Person, including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest.

“Existing Onshore Facilities” means those facilities set out in Schedule 3 (Existing Onshore Facilities).

“Existing Guarantee” means the guarantee set out in Schedule 7 (Existing Security & Guarantee).

“Existing Security” means the Security set out in Schedule 7 (Existing Security & Guarantee).

“Event of Default” means any event or circumstance specified as such in Clause 23(Events of Default).

“Facility” means the term loan facility to be made available under this Agreement as described in Clause 2(The Facility), as the same may be reduced, varied or cancelled in accordance with the terms of this Agreement.

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FC Delaware” means Feihe China Nutrition Company, a Delaware corporation whose registered address is at 2711 Center Ville Road STE 400, Wilmington, New Castle, Delaware 19808, USA.

“Finance Documents” means:

“Finance Parties” means the Arrangers, the Lender, the Facility Agent, the Security Agent and the Account Bank.

“Financial Indebtedness” means any indebtedness for or in respect of:

“Funds Flow Memo” means the funds flow memo in the Agreed Form.

“Funds Release Instruction” means the funds release instruction in the Agreed Form and to be issued by the Facility Agent to the Paying Agent in accordance with Clause 4.3 (Condition Subsequent- funds release).

“Gannan WFOE” means Gannan Flying Crane Dairy Products Co., Limited [Chinese language characters excluded], registered office: Ecological Industry District, Gannan County, Qiqihaer, Heilongjiang Province, China, a company incorporated under the laws of the PRC.

“GGH” means Garland Glory Holdings Limited, a BVI business company incorporated in the British Virgin Islands whose registered office is at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Group” means the Holdco, the Borrower and each of their Subsidiaries (including, after the Acquisition Effective Time, each Target Group Member) in each case for the time being and “Group Member” means any of those persons.

“Group Structure Chart” means the structure chart of the Group and the Target Group delivered to the Lender pursuant to Clause 4.1(Initial conditions precedent), as updated from time to time in accordance with:

“Guaranteed Obligations” means all principal sums of money and liabilities now or in the future due, owing or payable in respect of the Facility to any Finance Party by any Obligor under or pursuant to the Facility Agreement and/or any other Finance Document to which it is a party (whether actually or contingently, whether solely or jointly with any other person, whether as principal or surety and whether or not the relevant Finance Party was an original party to such Finance Document or the relevant transaction contemplated thereby), together with all interest, commission, fees, charges, costs and expenses and other sums and payments for which any Obligor may be or become liable to any Finance Party in respect of, under or in connection with any such Finance Documents (after as well as before any demand or judgment).

“Guarantor” means each Original Guarantor or an Additional Guarantor.

“Helongjiang WFOE” means Heilongjiang Feihe Dairy Co., Limited [Chinese language characters excluded], registered office: Qingxiang Street, Kedong Town, Kedong County, Qiqihaer, Heilongjiang Province, China, a company incorporated under the laws of the PRC.

“HK Law Debenture” means the Hong Kong law-governed first priority fixed and floating charge to be executed by and between Holdco, the Borrower, the Target and FC Delaware in favour of the Facility Agent and the Security Agent in respect of all of their respective assets and undertakings (including the Interest Reserve Account and each Collection Account, but excluding the Target US Accounts) in the Agreed Form.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Holdco Citibank Account” means the account opened and maintained by the Holdco with Citibank, N.A. in the United States of America.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax, business tax or any tax of a similar nature.

“Intellectual Property” means:

“Intercreditor Agreement” means the Hong Kong law-governed intercreditor agreement to be executed by and between the Borrower, the RMB Security Providers, the Lenders, the Facility Agent, the Security Agent and the RMB Lender in the Agreed Form.

“Interest Payment Date” means (a) the last day of each Interest Period under paragraph (a) of the definition thereof, and (b) the Termination Date.

“Interest Period” means (a) in relation to the Loan, each period determined in accordance with Clause 10(Interest Periods), and (b) in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3(Default interest).

“Interest Reserve Account” means the account designated in writing as such opened and maintained by the Borrower with the Account Bank (or any replacement account or sub-account thereto).

“Investment” means (a) the lending of money or credit or advances to any person; or (b) the purchase, acquisition of any Equity Interests, obligations or securities of, or the making of any capital contribution to, any other person, in each case, other than to or in respect of an existing Group Member.

“IPO” means an initial public offering of all or any part of the share capital of (or any other sale or issue by way of flotation or public offering or any equivalent circumstances in relation to) any Group Member or any direct or indirect holding company of any Group Member (but excluding the Sponsors and any direct or indirect holding company of the Sponsors).

“Langfang WFOE” means Langfang Flying Crane Dairy Products Co., Limited [Chinese language characters excluded], registered office: Chuangye Road E. & Dingxiang Road N., Langfang Economic and Technological Development Area, Langfang City, Hebei Province, China, a company incorporated under the laws of the PRC.

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Leng Undertaking Letter” means the PRC law-governed undertaking letter to be executed by Mr. Leng in favour of Facility Agent in the Agreed Form.

“LIBOR” means, in relation to a Loan or any Unpaid Sum:

as at 11:00 a.m. (London time) on the Quotation Day for which an interest rate is to be determined for the offering of deposits in US Dollars for a six-month period (or, in the case of any Unpaid Sum, for a period comparable to the Interest Period for that Unpaid Sum) and, for purposes of calculating the interest payable in respect of the Facility for the definition of “Required Interest Reserve Balance” or paragraph (iii)(B) of Clause 22.17 (Restricted payments), LIBOR for any Interest Period other than the then current Interest Period shall be deemed to be equal to LIBOR for the then current Interest Period.

“Loan” means the loan made or to be made by the Lenders under the Facility or, as the case may be, the principal amount outstanding for the time being of that loan.

“Loan Release Time” means the (Utah) time when the Facility Agent issues the Funds Release Instruction to the Paying Agent to release the Loan in accordance with Clause 4.3 (Conditions subsequent – fund release).

“Major Default” means:

“Major Representation” means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 19.2(Status) to Clause 19.6(Validity and admissibility in evidence) inclusive, Clause 19.15(No proceedings pending or threatened), paragraph (c)of Clause 19.24(Group Structure Chart) and Clause 19.28(Use of proceeds).

“Majority Lenders” means at any time:

“Management Sponsors” means (a) Mr. Leng, (b) Mr. Liu Shenghui, the holder of Chinese passport no. G34842477 whose business address is Star City Int’l Bldg., 10 Jiuxianqiao Rd., C16th Floor, Chaoyang Dist., Beijing, China 100016 and (c) Mr. Liu Hua, the holder of Chinese passport no. G20968468 whose business address is Star City Int’l Bldg., 10 Jiuxianqiao Rd., C16th Floor, Chaoyang Dist., Beijing, China 100016.

“Margin” means five and a half per cent. (5.50%) per annum.

“Material Adverse Effect” means a material adverse effect on:

“Minimum Cash” means:

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“MSPEA” means MSPEA IMF Holding Limited, an exempted company incorporated in Cayman Islands whose registered office is at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands and controlled by Morgan Stanley Private Equity Asia III, L.P., a fund managed by the private equity arm of Morgan Stanley.

“MSPEA Loan” has the meaning ascribed to such term in the MSPEA Undertaking Letter.

“MSPEA Undertaking Letter” means the HK law-governed undertaking and subordination letter to be executed by MSPEA in favour of Facility Agent in the Agreed Form.

“NBWD Lender” means, collectively:

“NBWD Loan” means, collectively, the loans provided by each NBWD Lender to the Target.

“NBWD Subordination Agreement” means the Hong Kong law-governed subordination agreement to be executed by and between the Target, each NBWD Lender and the Facility Agent in the Agreed Form.

“Net Cash Proceeds” means with respect to the relevant transaction, the relevant consideration received by any Group Member after deducting: (a) any related reasonable expenses which are incurred by any Group Member to persons who are not members of the Group; and (b) any related Tax incurred and required to be paid by a Group Member, in each case with respect to such transaction.

“Non-Compete Undertaking Letter” means each of the PRC law-governed undertaking letter to be executed by the Management Sponsors (other than Mr. Leng) in favour of Facility Agent in the Agreed Form.

“Non-Core Group Assets” means with respect to the Target Group (or after the Acquisition Effective Time, the Group):

“NY Share Pledge” means the New York law-governed first priority share pledge to be executed by the Borrower in respect of the Target Shares and by the Target in respect of the entire Equity Interest of FC Delaware in favour of Security Agent in the Agreed Form.

“Obligor” means a Corporate Obligor or Mr. Leng.

“Offshore Fee Letter” means the HK law-governed fee letter executed or to be executed by and between the Borrower, the Original Lenders, the Facility Agent and the Security Agent in the Agreed Form.

“Original Financial Statements” means the audited consolidated financial statements of the Target Group for its financial year ended 31 December 2011.

“Operating Companies” means each WFOE and each of their Subsidiaries from time to time.

“Party” means a party to this Agreement.

“Paying Agent” means a reputable bank or trust company which is appointed as paying agent pursuant to the terms of the Acquisition Agreement and is reasonably acceptable to the Majority Lenders.

“Paying Agent Undertaking Letter” means an undertaking letter to be issued by the Paying Agent to the Facility Agent (for the benefit of each Lender) in the Agreed Form.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal (each a “Disposal”) which is on arm’s length terms:

provided that no Disposal of any Group Member’s land use right(s) or office building in the PRC which are the subject of a Property Mortgage shall be a “Permitted Disposal” (save under paragraph (h) above) and provided that the Borrower shall prior to any Disposal (or series of related Disposals) of a market value of US$200,000 or above, provide ten (10) Business Days advance notice to the Facility Agent of such Disposal.

“Permitted Onshore Facilities” means:

“Permitted Reorganisation” means a solvent reorganization or restructuring of any Group Member:

provided that, if so requested by the Facility Agent (acting reasonably), the Borrower has provided the Facility Agent with legal opinions in respect of such reorganization or restructuring in form and substance satisfactory to it (acting reasonably)), and subject at all times to each requirement prescribed under Clause 26(Changes to the Obligors).

“Permitted Security” means:

“PRC” means the People’s Republic of China, excluding, for the purpose of this Agreement, Hong Kong, the Special Administrative Region of Macau, and Taiwan.

“Property” means “[Chinese language characters excluded]” [Project Real Property] as such term is defined in the RMB Finance Documents.

“Property Mortgage” means “[Chinese language characters excluded]” [Project Real Property Mortgages] as such term is defined in the RMB Finance Documents.

“Quotation Day” means, in relation to any Interest Period in respect of the Loan or any Unpaid Sum, two (2) Business Days before the first day of that Interest Period.

“Reference Banks” means the principal London branch of Standard Chartered Bank plc and HSBC Bank plc and/or such other banks as may be appointed by the Facility Agent in consultation with the Borrower.

“Repeating Representations” means each of the representations set out in Clauses 19.2 (Status) to 19.6 (Validity and admissibility in evidence), paragraph (a) of Clause 19.10 (No default), paragraph (d) of Clause 19.11 (No misleading information), paragraph (c) or, following delivery of the Group’s financial statements pursuant to Clause 20.1 (Financial statements) after the Acquisition Effective Time, (e) of Clause 19.12 (Original Financial Statements) to Clause 19.23 (Intellectual Property), Clause 19.25 (Insurance).

“Reports” means:

“Required Interest Reserve Balance” means, in relation to the second Interest Payment Date and each Interest Payment Date thereafter, from the date falling no less than six (6) Months prior to that Interest Payment Date, an amount equal to the interest payment payable in respect of the Facility by the Borrower on that Interest Payment Date.

“Requisite Regulatory Approvals” means any Authorisations from any Governmental Agency that are required to be obtained by any party to the Acquisition Agreement in order to consummate the Acquisition.

“RMB” means the lawful currency of the PRC.

“RMB Borrower” means Heilongjiang Feihe Dairy Co., Ltd. [Chinese language characters excluded], registered office: Qingxiang Street, Kedong Village, Kedong County, Qiqihaer, Heilongjiang, China, a company incorporated under the laws of the PRC.

“RMB Facility” means the up to RMB70,000,000 made or to be made by the RMB Lender to the RMB Borrower pursuant to the terms and conditions of the RMB Finance Documents.

“RMB Facility Agreement” means the facility agreement [Chinese language characters excluded] dated on or about the Signing Date between the RMB Lender and the RMB Borrower in the Agreed Form.

“RMB Finance Documents” means “[Chinese language characters excluded]” (Finance Documents) as the term is defined in the RMB Facility Agreement, including without limitation the “[Chinese language characters excluded]” (Transaction Documents) as defined in the RMB Facility Agreement..

“RMB Lender” means Wing Lung Bank Limited, Shanghai Branch.

“RMB Security Provider” means each of the Group Members incorporated in PRC that has provided, or will provide, any security in favour of the RMB Lender in respect of the RMB Facility.

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate of US Dollars for the relevant period as displayed on the Thomson Reuters Screen “LIBOR01” Page, provided that if the relevant page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Lenders and the Borrower.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means:

“Shanxi WFOE” means Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited [Chinese language characters excluded], registered office: 16 Guanghan Street, Licheng County, Shangxi Province, China, a company incorporated under the laws of the PRC.

“Signing Date” means the date of this Agreement.

“Sponsors” means MSPEA and the Management Sponsors, who together beneficially own 100% of the Equity Interest of the Holdco (in the case of Mr Leng, indirectly through GGH) and “Sponsor” means each or any of them as the context may require and GGH.

“Subordinated Indebtedness” means Financial Indebtedness of any Obligor (including without limitation, after execution of the NBWD Subordination Agreement, each NBWD Loan) which is subordinated to Financial Indebtedness under the Finance Documents on terms which:

“Subsidiary” means in relation to any company or corporation, a company or corporation:

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Target” means Feihe International, Inc., a Utah corporation whose registered address is at 1108 E South Union Ave., Midvale, UT 84047.

“Target Accession Documents” means:

“Target Shares” means 100% of the entire Equity Interest of the Target.

“Target Group” means the Target and each of its Subsidiaries in each case for the time being and “Target Group Member” means any of those persons.

“Target US Accounts” means the accounts opened and maintained by the Target with Hongkong Shanghai Banking Corporation in the United States of America as at the Signing Date.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” means the date falling sixty (60) Months from the Utilisation Date.

“Total Commitments” means the aggregate of the Commitments (being US$50,000,000 at the date of this Agreement), as the same may be reduced, varied or cancelled in accordance with the terms of this Agreement.

“Transaction Costs” means all fees (including legal and professional advisory fees), costs and expenses and taxes incurred by the Group and/or the Target Group in connection with the Acquisition and the Transaction Documents, including, but not limited to:

in each case other than the Acquisition Consideration and any repayment or payment of amounts outstanding under the MSPEA Loan.

“Transaction Documents” means the Finance Documents, the Acquisition Documents, the Equity Documents and any other document designated as such by the Facility Agent and the Borrower.

“Transaction Security” means any Security granted under the Finance Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or otherwise in an Agreed Form.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US Dollars” or “US$” means the lawful currency of United State of America;

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date on which the Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 2 (Utilisation Requests).

“WFOEs” means each of:

“WFOEs Equity Pledge” means each of:

in each case in favour of the Security Agent in the Agreed Form.

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders shall make available to the Borrower a term loan facility in US Dollars in an aggregate amount equal to the Total Commitments.

The proceeds of the Facility shall be applied:

in each case in accordance with the Funds Flow Memo.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower may not deliver a Utilisation Request unless the Facility Agent has received in a form and substance reasonably satisfactory to it all of the documents and other evidence listed in and appearing to comply with the requirements of Part I of Schedule 1 (Conditions Precedent).The Facility Agent shall notify the Borrower and the Lenders promptly upon receiving such documents and other evidence.

provided that immediately upon the expiry of the Availability Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Availability Period.

The Borrower shall ensure that the Acquisition Effective Time shall occur on the Utilisation Date (Utah Time) and the following documents, each certified by it in a manner reasonably satisfactory to the Facility Agent, are delivered to the Facility Agent within three (3) Business Day following the Utilisation Date:

Upon receiving such documents and provided that each of the Finance Documents will be dated and in full force and effect as of the Loan Release Time, the Facility Agent shall promptly issue the Funds Release Instruction to the Paying Agent for it to apply the Loan proceeds in accordance with the Acquisition Agreement.

The Borrower shall ensure that (and shall deliver evidence reasonably satisfactory to the Original Lenders that):

(A)    no funds shall be deposited or otherwise transferred into any Target US Account;

(B)     funds standing to the credit of the Target US Accounts may only be withdrawn (x) in relation to the payment of any Approved Payroll and (y) in relation to the payment of US listing fees, US taxes, administrative and legal fees and expenses in the US and any other fees and expenses agreed in writing by the Facility Agent, provided that the aggregate amount of such payments shall not exceed US$250,000; and

(C)     the Borrower shall provide (or procure the Target to provide) the Facility Agent with monthly statements of the Target US Accounts within fifteen (15) days following the end of each month.

Only one Loan can be borrowed under the Facility.

SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than 5:00 p.m. two (2) Business Days before the proposed Utilisation Date, or such later time as the Original Lenders may agree.

The Commitment of each Lender shall be immediately cancelled at close of business in Hong Kong on the last day of the Availability Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Loan:

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or such Market Disruption Event continues, give the Facility Agent notice of cancellation of the Commitment of that Lender (or in the case of a Market Disruption Event, any Lender) and its intention to procure the prepayment of that Lender’s participation in the Loan.

Upon the occurrence of a Change of Control, the Facility will be cancelled and the entire Loan, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

Upon the occurrence of an IPO, the Borrowers shall prepay the Loan in an amount equal to 50% of the Net Cash Proceeds of the IPO or, if the market capitalization of the Group Member the subject of such IPO is less than US$180,000,000, the Facility will be cancelled and the entire Loan, together with accrued interest and all other amounts accrued under the Finance Documents outstanding at the time, shall be fully repaid and in each case such prepayment shall be made as soon as practicable (and in any event no later than three (3) Business Days) after receipt of the Net Cash Proceeds of the IPO.

In the event that any Group Member on or at any time after the Acquisition Effective Time, issues any convertible securities that can be exchanged into Equity Interests of any Group Member, the Borrower shall prepay the Loan in an amount equal to 50% of the Net Cash Proceeds received from the issuance of such convertible securities, promptly upon (and in any event no later than three (3) Business Days following) receipt of such proceeds.

A= amount of the MSPEA Equity Contribution attributable to the number of shares in HoldCo transferred by MSPEA;

B= total outstanding principal amount of the Loan immediately prior to such transfer; and

C= total remaining amount of the MSPEA Equity Contribution attributable to the number of shares in the Holdco owned by MSPEA immediately prior to the transfer.

For the purpose of this Clause 8.4, the amount of the MSPEA Equity Contribution attributable to each share in Holdco owned or transferred by MSPEA shall be an amount equal to the total amount of the MSPEA Equity Contribution divided by the number of shares in Holdco issued to MSPEA in exchange for the MSPEA Equity Contribution ( as appropriately adjusted for any subdivision or consolidation of the shares in Holdco owned by MSPEA after the date of the making of the MSPEA Equity Contribution ) .

Following the sale or other disposition of any assets by any Group Members (other than the disposals prescribed under paragraph (a), (b), (c), (e), (f) and (h) of the definition of the “Permitted Disposal”), the Borrower shall:

provided that in each case the Net Cash Proceeds referred to in this paragraph (b) of the disposal of any asset subject to the Transaction Security or Security in favour of the RMB Lender securing the RMB Facility (or in each case of Equity Interests in any Subsidiary owning any such asset) (net of all Up-streaming Tax), pending application in accordance with the terms set out in this clause (which shall include the payment of dividends or other distributions in order to upstream the relevant proceeds to the Borrower to enable it to make any prepayment required by this Clause 8.5) or application in the purchase of Core Group Assets, are immediately (and in any event no later than ten (10) Business Days from the date of receipt thereof) deposited in (and an amount equal thereto is pending such application retained in) a Collection Account or (in the case of funds located in the PRC) in the PRC Escrow Account, failing which a prepayment of the Loan shall be required to the extent of such non-compliance.

For the purpose of this Clause 8.5, “PRC Escrow Account” means a deposit or bank account:

and, in each case, in respect of which the holder of such account has executed and delivered documentation in respect of, and restricting withdrawals from, such account in form and substance reasonably satisfactory to the Facility Agent (acting on the instructions of the Original Lenders).

The Borrower shall ensure that funds standing to the credit of the Interest Reserve Account, each Collection Account and each Target US Account from time to time shall be applied in accordance with the Finance Documents, failing which a prepayment of the whole of the Loan shall be immediately required.

For the purpose of this Clause 8.7, “Excess Cashflow” shall mean the Group’s Consolidated EBITDA for a financial year after:

and so that no amount shall be added (or deducted) more than once.

SECTION 5

COSTS OF UTILISATION

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

Subject to Clause 11.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by noon on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

The Borrower shall pay to the Original Lenders a commitment fee in the amount and at the time agreed in the Offshore Fee Letter.

The Borrower shall pay to the Mandated Lead Arrangers an up-front fee in the amount and at the time agreed in the Offshore Fee Letter.

The Borrower shall pay to the Facility Agent and the Security Agent for their own accounts an agency fee in the amount and at the time agreed in the Offshore Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Borrower shall:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in any Loan or Unpaid Sum.

that Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall, within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

The Borrower shall promptly indemnify the Agents against any cost, loss or liability incurred by an Agent (acting reasonably) as a result of:

The Borrower shall promptly indemnify each Agent and every receiver and delegate against any cost, loss or liability incurred by any of them as a result of:

Each Agent may, in priority to any payment to the Finance Parties, indemnify itself out of the proceeds realised from the enforcement of any Security created under the Security Documents in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 15.4 and shall have a lien on the Charged Assets and the proceeds of the enforcement of the Charged Assets for all monies payable to it.

No provision of this Agreement will:

The Borrower shall within five (5) Business Days on demand pay each Finance Party: