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EXHIBIT 10.22  SECOND AMENDMENT TO CREDIT AGREEMENT    THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2022, is by and among  USANA HEALTH SCIENCES, INC., a Utah corporation (the “Borrower”), the Guarantors party hereto,  the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the  “Administrative Agent”).    W I T N E S S E T H    WHEREAS, the Borrower, certain Domestic Subsidiaries of the Borrower party from time to  time party thereto (the “Guarantors”), certain banks and financial institutions from time to time party  thereto (the “Lenders”) and the Administrative Agent are parties to that certain Second Amended and  Restated Credit Agreement dated as of August 25, 2020, as amended (as amended, modified, extended,  restated, replaced, or supplemented from time to time, the “Credit Agreement”). Capitalized terms used  herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement;    WHEREAS, the Loan Parties have requested that the Required Lenders amend certain provisions  of the Credit Agreement; and    WHEREAS, the Required Lenders are willing to make such amendments to the Credit  Agreement, in accordance with and subject to the terms and conditions set forth herein.    NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other  good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties  hereto agree as follows:    ARTICLE I  AMENDMENTS TO CREDIT AGREEMENT    1.1 New Definitions. The following definitions are hereby added to Section 1.01 of the  Credit Agreement in the appropriate alphabetical order:    “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial  Institution.    “Bloomberg” means Bloomberg Index Services Limited.    “BSBY” means the Bloomberg Short-Term Bank Yield Index rate.    “BSBY Daily Floating Rate Loan” means a Revolving Loan that bears interest at a rate based on  clause (a) of the definition of “BSBY Rate”;    “BSBY Fixed Rate Loan” means a Revolving Loan that bears interest at a rate based on clause (b)  of the definition of “BSBY Rate”.    “BSBY Rate” means:    (a) for any interest calculation with respect to a BSBY Daily Floating Rate Loan on  any date, a fluctuating rate of interest, which can change on each Business Day, equal to the  BSBY Screen Rate, two (2) Business Days prior to such day, for Dollar deposits with a term  





 






2      equivalent to one (1) month beginning on that date; provided, that if the rate is not published on  such determination date then the BSBY Daily Floating Rate means the BSBY Screen Rate for  Dollar deposits with a term equivalent to one (1) month on the first Business Day immediately  prior thereto; and    (b) for any Interest Period with respect to a BSBY Rate Loan, the rate per annum  equal to the BSBY Screen Rate two Business Days prior to the commencement of such Interest  Period with a term equivalent to such Interest Period; provided that if the rate is not published on  such determination date then BSBY Rate means the BSBY Screen Rate on the first Business Day  immediately prior thereto; and    (c) for any interest calculation with respect to a Base Rate Loan on any date, the rate  per annum equal to the BSBY Screen Rate with a term of one month commencing that day;    provided that if the BSBY Rate determined in accordance with either of the foregoing provisions (a), (b)  or (c) of this definition would otherwise be less than zero, the BSBY Rate shall be deemed zero for  purposes of this Agreement.    “BSBY Rate Loan” means a Revolving Loan that bears interest at a rate based on the BSBY Rate.  “BSBY Screen Rate” means the Bloomberg Short-Term Bank Yield Index rate administered by  Bloomberg and published on the applicable Bloomberg screen page (or such other commercially available  source providing such quotations as may be designated by the Administrative Agent from time to time).    “Communication” means this Agreement, any Loan Document and any document, any  amendment, approval, consent, information, notice, certificate, request, statement, disclosure or  authorization related to any Loan Document.    “Conforming Changes” means, with respect to the use, administration of or any conventions  associated with BSBY or any proposed Successor Rate, as applicable, any conforming changes to the  definitions of Base Rate, BSBY and Interest Period, timing and frequency of determining rates and  making payments of interest and other technical, administrative or operational matters (including, for the  avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment,  conversion or continuation notices and length of lookback periods) as may be appropriate, in the  discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate,  and to permit the administration thereof by the Administrative Agent in a manner substantially consistent  with market practice (or, if the Administrative Agent determines that adoption of any portion of such  market practice is not administratively feasible or that no market practice for the administration of such  rate exists, in such other manner of administration as the Administrative Agent determines is reasonably  necessary in connection with the administration of this Agreement and any other Loan Document).    “Daily Simple SOFR” with respect to any applicable determination date means the secured  overnight financing rate (“SOFR”) published on such date by the Federal Reserve Bank of New York, as  the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New  York’s website (or any successor source).    “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them,  respectively, by 15 USC §7006, as it may be amended from time to time.    “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial  Institution, a UK Resolution Authority.  





 






3      “SOFR Adjustment” with respect to Daily Simple SOFR means 0.26161% (26.161 basis points);  and with respect to Term SOFR means 0.11448% (11.448 basis points) for an interest period of one-  month’s duration, 0.26161% (26.161 basis points) for an interest period of three-month’s duration,  0.42826% (42.826 basis points) for an interest period of six-months’ duration, and 0.71513% (71.513  basis points) for an interest period of twelve–months’ duration.    “Successor Rate” has the meaning specified in Section 3.03(b).    “Term SOFR” means, for the applicable corresponding Interest Period of BSBY (or if any  Interest Period does not correspond to an interest period applicable to SOFR, the closest corresponding  interest period of SOFR, and if such interest period of SOFR corresponds equally to two Interest Periods  of BSBY, the corresponding interest period of the shorter duration shall be applied) the forward-looking  term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.    “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the  PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential  Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time  to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit  institutions and investment firms, and certain affiliates of such credit institutions or investment firms.    “UK Resolution Authority” means the Bank of England or any other public administrative  authority having responsibility for the resolution of any UK Financial Institution.    1.2 Amendment to Definitions. The following definitions hereby amend and restate the  definitions of the same defined terms set forth in Section 1.01 of the Credit Agreement:    “Applicable Rate” shall mean, for any day, a rate per annum equal to (a) in the case of Base Rate  Loans, 0%, (b) in the case of BSBY Rate Loans, 1.75%, (c) in the case of the Letter of Credit Fee, 1.75%  and (d) in the case of the Commitment Fee, 0.25%.    “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the  applicable Resolution Authority in respect of any liability of an Affected Financial Institution.    “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European  Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time  to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United  Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other  law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing  banks, investment firms or other financial institutions or their affiliates (other than through liquidation,  administration or other insolvency proceedings).    “Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of  (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced  from time to time by Bank of America as its “prime rate,” and (c) the BSBY Rate plus 1.00%, subject to  the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate  shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America  based upon various factors including Bank of America’s costs and desired return, general economic  conditions and other factors, and is used as a reference point for pricing some loans, which may be priced  at, above, or below such announced rate. Any change in such prime rate announced by Bank of America  shall take effect at the opening of business on the day specified in the public announcement of such  





 






4      change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then  the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference  to clause (c) above.    “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 where the  Administrative Agent’s Office is located and, if such day relates to any BSBY Rate Loan, in New York  City.    “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal  of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a  plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or  a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a  complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or  notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the  treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the  institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which  constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee  to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan  or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or  Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other  than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or  any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable  requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the  failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer  Plan.    “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or  any amended or successor version that is substantively comparable and not materially more onerous to  comply with) and any current or future regulations or official interpretations thereof and any agreements  entered into pursuant to Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended  or successor version described above) and any intergovernmental agreement (and related fiscal or  regulatory legislation, or related official rules or practices) implementing the foregoing.    “Interest Payment Date” means, (a) as to any BSBY Fixed Rate Loan, the last day of each  Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was  made; provided, however, that if any Interest Period for a BSBY Rate Loan exceeds three (3) months, the  respective dates that fall every three (3) months after the beginning of such Interest Period shall also be  Interest Payment Dates; and (b) as to any BSBY Floating Rate Loan, Base Rate Loan or Swingline Loan,  the last Business Day of each March, June, September and December and the Maturity Date of the  Facility under which such Loan was made (with Swingline Loans being deemed made under the  Revolving Facility for purposes of this definition).    “Interest Period” means, as to each BSBY Fixed Rate Loan, the period commencing on the date  such BSBY Rate Loan is disbursed or converted to or continued as a BSBY Rate Loan and ending on the  date one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the  Borrower in its Loan Notice; 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, in the case of a BSBY Rate Loan,  





 






5      such Business Day falls in another calendar month, in which case such Interest Period shall end  on the next preceding Business Day;    (b) any Interest Period pertaining to a BSBY Rate Loan 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; and    (c) no Interest Period shall extend beyond the Maturity Date of the Facility under  which such Loan was made.    “Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the  other, or (c) a continuation of BSBY Rate Loans, pursuant to Section 2.02(a), which shall be substantially  in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including  any form on an electronic platform or electronic transmission system as shall be approved by the  Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.    “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or  the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of  Governors of the Federal Reserve Systems or the Federal Reserve Bank of New York, or any successor  thereto.    “Type” means, with respect to a Loan, its character as a Base Rate Loan, a BSBY Fixed Rate  Loan or a BSBY Floating Rate Loan.    “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority,  the write-down and conversion powers of such EEA Resolution Authority from time to time under the  Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers  are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any  powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or  change the form of a liability of any UK Financial Institution or any contract or instrument under which  that liability arises, to convert all or part of that liability into shares, securities or obligations of that  person or any other person, to provide that any such contract or instrument is to have effect as if a right  had been exercised under it or to suspend any obligation in respect of that liability or any of the powers  under that Bail-In Legislation that are related to or ancillary to any of those powers.    1.3 Deletion of Definitions. The defined terms “Eurodollar Fixed Rate Loan”, ”Eurodollar  Floating Rate Loan,” “Eurodollar Rate”, “Eurodollar Rate Loans”, “Impacted Loans”, “LIBOR”,  “LIBOR Screen Rate,” ”LIBOR Successor Rate,” “LIBOR Successor Rate Conforming Changes” and  “London Banking Day” are hereby deleted from Section 1.01 of the Credit Agreement.    1.4 Amendment to Section 1.08. Section 1.08 of the Credit Agreement is hereby amended  and restated in its entirety to read as follows:    1.08 Interest Rates.    The Administrative Agent does not warrant, nor accept responsibility, nor shall the  Administrative Agent have any liability with respect to the administration, submission or any other matter  related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of  doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or  replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any  





 






6      component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes.  The Administrative Agent and its affiliates or other related entities may engage in transactions or other  activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate  (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any  related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The  Administrative Agent may select information sources or services in its reasonable discretion to ascertain  any reference rate referred to herein or any alternative, successor or replacement rate (including, without  limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the  terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or  entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential  damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),  for any error or other action or omission related to or affecting the selection, determination, or calculation  of any rate (or component thereof) provided by any such information source or service.    1.5 Replacement of Eurodollar and LIBOR Terms. The Credit Agreement is hereby  amended by replacing terms and provisions related to Eurodollar Rate Loans with terms and provisions  related to BSBY Rate Loans, as follows:    (a) Each reference in the Credit Agreement to “Eurodollar Rate” is hereby stricken and  replaced with “BSBY Rate”;    (b) Each reference in the Credit Agreement to “Eurodollar Floating Rate Loans” is hereby  stricken and replaced with “BSBY Daily Floating Rate Loans”;    (c) Each reference in the Credit Agreement to “Eurodollar Fixed Rate Loans” is hereby  stricken and replaced with “BSBY Fixed Rate Loans”.    (d) In Section 3.02, the words “or any Governmental Authority has imposed material  restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the  London interbank market,” are hereby stricken in their entirety.    (e) In Section 3.04((a)(i) the parenthetical “(except and reserve requirement contemplated by  Section 3.04(d))” is hereby stricken in its entirety.    (f) In Section 3.04(a)(ii) the words “or London interbank market” are hereby stricken in their  entirety.    (g) Section 3.04(d) is hereby stricken in its entirety.    (h) The final sentence of Section 3.05 is hereby stricken in its entirety.    1.6 Amendment to Section 2.02. Section 2.02 of the Credit Agreement is hereby amended  by adding subsection (g) to read as follows:    (g)  With respect to BSBY the Administrative Agent will have the right to make Conforming  Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan  Document, any amendments implementing such Conforming Changes will become effective without any  further action or consent of any other party to this Agreement or any other Loan Document; provided that,  with respect to any such amendment effected, the Administrative Agent shall post each such amendment  implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such  amendment becomes effective.  





 






7      1.7 Amendment to Section 3.03. Section 3.03 of the Credit Agreement is hereby amended  and restated in its entirety to read as follows:    3.03 Inability to Determine Rates    (a) If in connection with any request for a BSBY Rate Loan or a conversion to or  continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be  conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with  Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability  Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for  determining BSBY for any requested Interest Period with respect to a proposed BSBY Rate Loan or in  connection with an existing or proposed Base Rate Loan or (ii) the Administrative Agent or the Required  Lenders determine that for any reason that the BSBY Rate for any requested Interest Period with respect  to a proposed BSBY Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding  such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,  (x) the obligation of the Lenders to make or maintain BSBY Rate Loans or to convert Base Rate Loans to  BSBY Rate Loans shall be suspended (to the extent of the affected BSBY Rate Loans or Interest Periods),  and (y) in the event of a determination described in the preceding sentence with respect to the BSBY Rate  component of the Base Rate, the utilization of the BSBY Rate component in determining the Base Rate  shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the  Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon  instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower  may revoke any pending request for a Borrowing of, conversion to or continuation of BSBY Rate Loans  (to the extent of the affected BSBY Rate Loans or Interest Periods) or, failing that, will be deemed to  have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified  therein and (ii) any outstanding BSBY Rate Loans shall be deemed to have been converted to Base Rate  Loans immediately at the end of their respective applicable Interest Period.    (b) Notwithstanding anything to the contrary in this Agreement or any other Loan  Documents, but without limiting this Section 3.03, if the Administrative Agent determines (which  determination shall be conclusive and binding upon all parties hereto absent manifest error), or the  Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required  Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined  (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest  error), that:  (i) adequate and reasonable means do not exist for ascertaining one month, three  month and six month interest periods of BSBY including, without limitation, because the BSBY  Screen Rate is not available or published on a current basis and such circumstances are unlikely  to be temporary; or    (ii) Bloomberg or any successor administrator of the BSBY Screen Rate or a  Governmental Authority having jurisdiction over the Administrative Agent or Bloomberg or such  administrator with respect to its publication of BSBY, in each case acting in such capacity, has  made a public statement identifying a specific date after which one month, three month and six  month interest periods of BSBY or the BSBY Screen Rate shall or will no longer be made  available, or permitted to be used for determining the interest rate of U.S. dollar denominated  syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement,  there is no successor administrator that is satisfactory to the Administrative Agent, that will  continue to provide such interest periods of BSBY after such specific date (the latest date on  which one month, three month and six month interest periods of BSBY or the BSBY Screen Rate  are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);  





 






8      then, on a date and time determined by the Administrative Agent (any such date, the “BSBY Replacement  Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as  applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled  Unavailability Date, BSBY will be replaced hereunder and under any Loan Document with, subject to the  proviso below, the first available alternative set forth in the order below for any payment period for  interest calculated that can be determined by the Administrative Agent, in each case, without any  amendment to, or further action or consent of any other party to, this Agreement or any other Loan  Document (the “Successor Rate):    (x) Term SOFR plus the SOFR Adjustment; and  (y) Daily Simple SOFR plus the SOFR Adjustment;  provided that, if initially BSBY is replaced with the rate contained in clause (y) above (Daily Simple  SOFR plus the SOFR Adjustment) and subsequent to such replacement, the Administrative Agent  determines that Term SOFR has become available and is administratively feasible for the Administrative  Agent in its sole discretion, and the Administrative Agent notifies the Borrower and each Lender of such  availability, then from and after the beginning of the Interest Period, relevant interest payment date or  payment period for interest calculated, in each case, commencing no less than thirty (30) days after the  date of such notice, the Successor Rate shall be Term SOFR plus the SOFR Adjustment.  If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be  payable on a quarterly basis.  Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that neither of  the alternatives set forth in clauses (x) and (y) above are available on or prior to the BSBY Replacement  Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred  with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the  Borrower may amend this Agreement solely for purpose of replacing BSBY or any then current  Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest  payment date or payment period for interest calculated, as applicable, with another alternate benchmark  rate giving due consideration to any evolving or then existing convention for similar U.S. dollar  denominated credit facilities syndicated and agented in the United States for such alternative benchmarks  and, in each case, including any mathematical or other adjustments to such benchmark giving due  consideration to any evolving or then existing convention for similar U.S. dollar denominated credit  facilities syndicated and agented in the United States for such benchmarks which adjustment or method  for calculating such adjustment shall be published on an information service as selected by the  Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For  the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Successor Rate”. Any  such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative  Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such  time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice  that such Required Lenders object to such amendment.    The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of  the implementation of any Successor Rate.    Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the  extent such market practice is not administratively feasible for the Administrative Agent, such Successor  Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.  





 






9      Notwithstanding anything else herein, if at any time any Successor Rate as so determined would  otherwise be less than 0.00%, the Successor Rate will be deemed to be 0.00% for the purposes of this  Agreement and the other Loan Documents.    In connection with the implementation of a Successor Rate, the Administrative Agent will have the right  to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or  in any other Loan Document, any amendments implementing such Conforming Changes will become  effective without any further action or consent of any other party to this Agreement; provided that, with  respect to any such amendment effected, the Administrative Agent shall post each such amendment  implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such  amendment becomes effective.    1.8 Amendment to Section 11.10. Section 11.10 of the Credit Agreement is hereby  amended and restated in its entirety to read as follows:    11.10 Integration; Effectiveness.    This Agreement, the other Loan Documents, and any separate letter agreements with respect to  fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the  parties relating to the subject matter hereof and supersede any and all previous agreements and  understandings, oral or written, relating to the subject matter hereof. 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, and thereafter shall be binding upon and inure to the benefit  of the parties hereto and their respective successor and assigns.    1.9 Amendment to Section 11.18. Section 11.18 of the Credit Agreement is hereby  amended and restated in its entirety to read as follows:    11.18 Electronic Execution; Electronic Records; Counterparts.    This Agreement, any Loan Document and any other Communication, including Communications  required to be in writing, may be in the form of an Electronic Record and may be executed using  Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent, the L/C Issuer, the  Swingline Lender, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic  Signature on or associated with any Communication shall be valid and binding on such Person to the  same extent as a manual, original signature, and that any Communication entered into by Electronic  Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such  Person in accordance with the terms thereof to the same extent as if a manually executed original  signature was delivered. Any Communication may be executed in as many counterparts as necessary or  convenient, including both paper and electronic counterparts, but all such counterparts are one and the  same Communication. For the avoidance of doubt, the authorization under this paragraph may include,  without limitation, use or acceptance of a manually signed paper Communication which has been  converted into electronic form (such as scanned into PDF format), or an electronically signed  Communication converted into another format, for transmission, delivery and/or retention. The  Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any  Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed  created in the ordinary course of such Person’s business, and destroy the original paper document. All  Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered  an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper  record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C  





 






10      Issuer nor Swingline Lender is under any obligation to accept an Electronic Signature in any form or in  any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided,  further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or  Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of  the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on  behalf of any Loan Party and/or any Credit Party without further verification and (b) upon the request of  the Administrative Agent or any Credit Party, any Electronic Signature shall be promptly followed by  such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic  Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be  amended from time to time.    Neither the Administrative Agent, L/C Issuer nor Swingline Lender shall be responsible for or have any  duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of  any Loan Document or any other agreement, instrument or document (including, for the avoidance of  doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swingline Lender’s reliance on any  Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The  Administrative Agent, L/C Issuer and Swingline Lender shall be entitled to rely on, and shall incur no  liability under or in respect of this Agreement or any other Loan Document by acting upon, any  Communication (which writing may be a fax, any electronic message, Internet or intranet website posting  or other distribution or signed using an Electronic Signature) or any statement made to it orally or by  telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not  such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).  Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest  the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on  the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim  against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising  solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic  Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any  available security measures in connection with the execution, delivery or transmission of any Electronic  Signature.  1.10 Amendment to Section 11.20. Section 11.20 of the Credit Agreement is hereby  amended by striking the words “EEA Financial Institution” and replacing them with “Affected Financial  Institutions”, and by striking the words “an EEA Regulatory Authority” and “any EEA Regulatory  Authority” and replacing them with “the applicable Regulatory Authority.”    ARTICLE II  CONDITIONS TO EFFECTIVENESS    2.1 Closing Conditions. This Amendment shall become effective as of the day and year set  forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each  case, in form and substance reasonably acceptable to the Administrative Agent) on or prior to August 5,  2022:    (a) Executed Amendment. The Administrative Agent shall have received a copy of  this Amendment duly executed by each of the Loan Parties, the Required Lenders and the  Administrative Agent.    (b) Default. After giving effect to this Amendment, no Default or Event of Default  shall exist.  





 






11      (c) Miscellaneous. All other documents and legal matters in connection with the  transactions contemplated by this Amendment shall be reasonably satisfactory in form and  substance to the Administrative Agent and its counsel.    ARTICLE III  MISCELLANEOUS    3.1 Amended Terms. On and after the Amendment Effective Date, all references to the  Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended  by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is  hereby ratified and confirmed and shall remain in full force and effect according to its terms.    3.2 Representations and Warranties of Loan Parties. Each of the Loan Parties represents  and warrants as follows:    (a) It has taken all necessary action to authorize the execution, delivery and  performance of this Amendment.    (b) This Amendment has been duly executed and delivered by such Person and  constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its  terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization,  fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally  and (ii) general principles of equity (regardless of whether such enforceability is considered in a  proceeding at law or in equity).    (c) No consent, approval, authorization or order of, or filing, registration or  qualification with, any court or governmental authority or third party is required in connection  with the execution, delivery or performance by such Person of this Amendment.    (d) The representations and warranties set forth in Article V of the Credit Agreement  are true and correct as of the date hereof (except for those which expressly relate to an earlier  date).    (e) After giving effect to this Amendment, no event has occurred and is continuing  which constitutes a Default or an Event of Default.    (f) The Obligations are not reduced or modified by this Amendment and are not  subject to any offsets, defenses or counterclaims.    3.3 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement  and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it  and (b) that it is responsible for the observance and full performance of its respective Obligations.    3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of  the Credit Agreement.    3.5 Further Assurances. The Loan Parties agree to promptly take such action, upon the  request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.  





 






12      3.6 Entirety. This Amendment and the other Loan Documents embody the entire agreement  among the parties hereto and supersede all prior agreements and understandings, oral or written, if any,  relating to the subject matter hereof.    3.7 Counterparts; Telecopy. This Amendment may be executed in any number of  counterparts, each of which when so executed and delivered shall be an original, but all of which shall  constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this  Amendment or any other document required to be delivered hereunder, by fax transmission or e-mail  transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this  Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission or e-  mail transmission shall be promptly followed by such manually executed counterpart.    3.8 No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby  acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands,  damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent,  the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees,  representatives, agents, counsel or directors arising from any action by such Persons, or failure of such  Persons to act under the Credit Agreement on or prior to the date hereof.    3.9 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND  SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE  STATE OF NEW YORK.    3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the  benefit of the parties hereto and their respective successors and assigns.    3.11 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction,  service of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit  Agreement are hereby incorporated by reference, mutatis mutandis.      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






    IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on  the date first above written.    BORROWER: USANA HEALTH SCIENCES, INC., a Utah  corporation      By:   Name: Jim H. Brown  Title: President      GUARANTORS: USANA ACQUISITION CORP., a Utah  corporation      By:   Name: Jim H. Brown  Title: President      USANA SENSÉ COMPANY, INC., a Utah  corporation      By:   Name: Jim H. Brown  Title: President      USANA HEALTH SCIENCES NEW ZEALAND,  INC. a Delaware corporation      By:   Name: Jim H. Brown  Title: President    USANA CANADA HOLDING, INC. a Delaware  corporation      By:   Name: Jim H. Brown  Title: President  





 






    FMG PRODUCTIONS, INC., a Utah corporation      By:   Name: Jim H. Brown  Title: President      INTERNATIONAL HOLDINGS, INC., a  Delaware corporation      By:   Name: Jim H. Brown  Title: President      USANA HEALTH SCIENCES CHINA, INC., a  Delaware corporation      By:   Name: Jim H. Brown  Title: President      PET LANE, INC., a Delaware corporation      By:   Name: Jim H. Brown  Title: President      UHS  ESSENTIAL  HEALTH PHILIPPINES,  INC., a Utah corporation      By:   Name: Jim H. Brown  Title: President  





 






    ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as Administrative  Agent      By:   Name: Stephanie McClure  Title: Senior Vice President    LENDERS: BANK OF AMERICA, N.A., in its capacity as Lender      By:   Name: Stephanie McClure  Title: Senior Vice President