Dated March 3, 2013 HEILONGJIANG FEIHE DAIRY CO., LTD. as Borrower WING LUNG BANK LIMITED, SHANGHAI BRANCH as Credit Bank Credit Agreement CONTENTS

Heilongjiang Feihe Dairy Co., Ltd. as borrower (the “Borrower”), with its registered address at Qingxiang Street, Kedong Town, Kedong County, Heilongjiang Province; and

Wing Lung Bank Limited, Shanghai Branch as credit bank (the “Credit Bank”), with its office at Room 2601-2609, 26/F, Phase II Office Tower Shanghai IFC, 8 Century Avenue, Pudong New Area, Shanghai.

Wing Lung Bank Limited, Cathay United Bank and other financing parties (together, the “Group Financing Parties”, including successors and transferees of the aforesaid parties’ rights and obligations) and Platinum Infant Formula Holding Limited (a limited liability company incorporated in the Cayman Islands, whose registered office is at 87 Mary Street, George Town, Grand Cayman, KY1-9005, Cayman Islands) as borrower (the “Group Borrower”), entered into a US$50,000,000 loan agreement on March 3, 2013 (the “Group Loan Agreement”, including amendments and supplements from time to time), where the Group Financing Parties agree to provide a loan (the “Group Loan”) to the Group Borrower, with the proceeds being applied to, inter alia, the acquisition of Feihe International, Inc. (a Utah corporation, whose registered address is at 1108 E South Union Ave., Midvale, UT 84047, the “Target”) which indirectly holds the entire equity interest of the Borrower;

At the completion of the aforesaid acquisition, the Target will be completely owned by the Group Borrower. In order to support the production and operation of the Borrower (together with support of the Group Loan), and to create security interests on the properties the Borrower and Credit Security Providers hold within China, the Credit Bank and the Borrower agree to enter into this Agreement and agree to extend and borrow loans pursuant to specific Business Agreements.

a maximum mortgage agreement shall be entered into by and between the Borrower and the Credit Bank around the execution date of this Agreement, in such form and substance as is satisfactory to the Credit Bank, pursuant to which security against the Borrower’s Real Estate is provided for the Borrower’s obligations under the Finance Documents, and, at the same time, the Borrower shall transfer the insurance interest on the Borrower’s Real Estate to the Credit Bank under this agreement (the “Borrower’s Real Estate Mortgage Agreement”);

Guarantor and the Credit Bank around the execution date of this Agreement, in such form and substance as is satisfactory to the Credit Bank, pursuant to which the Guarantor provides guarantee towards the Borrower’s obligations under the Finance Documents (the “Guarantee Agreement”);

a land use right maximum mortgage agreement in respect of each piece of land shall be entered into by and between Gannan Flying Crane and the Credit Bank around the execution date of this Agreement, in such form and substance as is satisfactory to the Credit Bank, pursuant to which security against the Gannan Flying Crane Land Use Right owned through Gannan Flying Crane Longjiang Branch is provided for the Borrower’s obligations under the Finance Documents (collectively, the “Gannan Flying Crane Land Mortgage Agreements”); and

a buildings maximum mortgage agreement shall be entered into by and between Gannan Flying Crane and the Credit Bank around the execution date of this Agreement, in such form and substance as is satisfactory to the Credit Bank, pursuant to which security against the Gannan Flying Crane Buildings owned through Gannan Flying Crane Longjiang Branch is provided for the Borrower’s obligations under the Finance Documents, and, at the same time, Gannan Flying Crane shall transfer the insurance interest on the Gannan Flying Crane Buildings to the Credit Bank under this agreement (the “Gannan Flying Crane Buildings Mortgage Agreement”).

The Credit Bank has the right to require the Borrower to provide separate securities in addition to those set out in the aforementioned Clause 4.1 when the Borrower and the Credit Bank enter into specific Business Agreements under this Agreement.

The Borrower may apply for the Line of Credit once or several times within the Credit Period and the Line of Credit under this Agreement. If it is satisfied after examination that its credit approval criteria are met, the Credit Bank may enter into corresponding specific Business Agreements with the Borrower. For the avoidance of doubt, the Credit Bank does not have an obligation to accept the Borrower’s application, but has sole discretion to decide whether or not to enter into corresponding specific Business Agreements with the Borrower.

The cumulative amount of loans extended under all Business Agreements which the Credit Bank has agreed to provide shall not be more than the Line of Credit at any time within the Credit Period. Within the Credit Period, the Borrower shall not re-apply for the credit which has been settled, and, unless the Credit Bank instructs otherwise in writing, the unused Line of Credit shall be automatically canceled upon expiry of the period.

The Borrower shall apply for the use of the Line of Credit within the Credit Period prescribed in this Agreement, the specific use period of each credit fund shall comply with the provisions of the specific Business Agreements, and, unless otherwise

The charges for a specific credit business under this Agreement that Credit Bank may collect, the interest rates, exchange rates, etc. shall be stipulated in each specific Business Agreement by and between the Borrower and the Credit Bank.

 

The Borrower hereby, within the Credit Period, makes the representations, warranties and undertakings prescribed in this Clause 6 to the Credit Bank:

The utilization of the Line of Credit shall comply with provisions of the laws, the terms of this Agreement and the specific Business Agreements, and the Credit Bank has the right to examine the relevant specific business situation at any time.

The Credit Security Agreements are legal, valid, and binding upon relevant Credit Security Providers, and shall be enforceable in accordance with their terms.

The Credit Security Agreements have created security interest or will create the security interest contemplated to be created pursuant to the provisions of; and there is no other security interest on the relevant subjects except that has been created or will be created pursuant to the Credit Security Agreements.

During the performance of this Agreement, if any of the following events occurs, the Credit Bank has the right (but no obligation) to adjust or cancel the Line of Credit, or require the Borrower to pay or settle all the loans which have been drawn down by the Borrower, and exercise other rights as prescribed in the Finance Documents:

the Borrower provided false or concealed important facts in its financial statements or other credit application documents, or refuse to let the Credit Bank monitor its use of the Line of Credit and activities relating to its production, operation and finance;

the Borrower does not comply with its obligations prescribed in this Agreement, or an event of default prescribed under the specific Business Agreements occurs;

according to the Mandatory Prepayment under Clause 8 of the Group Loan Agreement, the Group Borrower has the obligation to prepay all the loans or all commitment amounts under the cancelled Group Loan Agreement;

any Event of Default defined under the Group Loan Agreement occurs;

the Utilization Date under the Group Loan Agreement does not occur within 9 months after the execution date of this Agreement, or within a longer period agreed upon by the Credit Bank; or

significant adjustments on relevant national policies occur.

 

Any amendment to any provisions of this Agreement shall be made by the Borrower and the Credit Bank in writing.

if by way of letter, they are deemed to be delivered on the third day after the notices are sent by courier in accordance with the address set out in this clause;

if by way of fax, they are deemed to be delivered when receiving the fax delivery report confirming the fax receiving number, the pages of delivery and the successful completion of this delivery.

the address and fax number of the Borrower for all notices under or in connection with the Finance Documents is:

 

Address: 12 floor, No.3 Building, Jia No.10 Jiu Xian Qiao Road, Chaoyang

                  District, Beijing

Zip code: 100016

Fax number: (86 10) 64311050

Attention：Li Chen

the address and fax number of the Credit Bank for all notices under or in connection with the Finance Documents is:

 

Address: Room 2601-2609, 26/F, Phase II Office Tower Shanghai IFC, 8

                 Century Avenue, Pudong New Area, Shanghai

 

 

 

   Area（m2）

XJingfangquanzhengshizidi No.029755

Heilongjiang Feihe Dairy Co., Ltd.

1608、1609、1610、1611、1612、1613、1614、1615、1616、1619,14 floor, No.3 Building, Jia No.10 Jiu Xian Qiao Road, Chaoyang District

   Office

   1,167.18

XJingfangquanzhengshizidi No.029756

Heilongjiang Feihe Dairy Co., Ltd.

1601、1602、1603、1604、1605、1606、1607、1617、1618、1620、1621,14 floor, No.3 Building, Jia No.10 Jiu Xian Qiao Road, Chaoyang District

   Office

   872.76

Area（m2）

LongjiangxianguoyongNo.85(2010)

Longjing Road, Longjiang Town

9-6-438

Industrial Use

Granted

1-May-2053

29,689.19

LongjiangxianguoyongNo.2229

(2011)

Houxing Village,

Heigang Country

230221201202067

Industrial Use

Granted

21-Apr-2061

200,000