Exhbiit 10.3 NSE 3Q 10-Q






AMENDED AND RESTATED
COLLATERAL AGENCY 
AND INTERCREDITOR
AGREEMENT 



        This
AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this
“Agreement”), dated as of August 26, 2003, is entered into among the 2000
Senior Noteholder listed on the signature pages hereof (together with assignees of such
2000 Senior Noteholder, the “2000 Senior Noteholders”), the 2003 Senior
Noteholder listed on the signature pages hereof (together with assignees of such 2003
Senior Noteholder and any Prudential Affiliate that may become a party hereto and
assignees thereof, the “2003 Senior Noteholders”), the Senior Lenders
listed on the signature pages hereof (together with any assignees of such Senior Lenders,
the “Senior Lenders”) and Bank of America, N.A., as Agent for the Senior
Lenders (in such capacity, together with any successor in such capacity, the
“Agent”), any Additional Creditors that may become parties to this
Agreement (either directly or through their agent), and U.S. Bank National Association, as
successor to State Street Bank and Trust Company of California, N.A., in its capacity as
collateral agent for the 2000 Senior Noteholders, the 2003 Senior Noteholders, the Senior
Lenders, the Agent and the Additional Creditors (the “Collateral Agent”). 



R E C I T A L S 



             A.       
          Nu Skin Enterprises, Inc., a Delaware corporation (the
          “Company”), has issued to the 2000 Senior Noteholder its 3.03%
          Senior Notes due October 12, 2010 in the aggregate principal amount of
          JP¥9,706,500,000 (the “2000 Senior Noteholder Notes”)
          pursuant to that certain Note Purchase Agreement, dated as of October 12, 2000
          (as the same may be amended, supplemented, amended and restated or otherwise
          modified from time to time, the “2000 Note Purchase
          Agreement”), between the Company and the 2000 Senior Noteholder. 



             B.       
          The Company and/or one or more Issuer Subsidiaries (as defined in the 2003
          Private Shelf Agreement described below) may from time to time issue and sell to
          the 2003 Senior Noteholder and/or one or more Prudential Affiliates (as defined
          in the 2003 Private Shelf Agreement) its senior promissory notes in the
          aggregate principal amount of up to US$125,000,000 or the equivalent amount in
          certain other currencies (the “2003 Senior Noteholder Notes”)
          pursuant to that certain Private Shelf Agreement, dated as of August 26, 2003
          (as the same may be amended, supplemented, amended and restated or otherwise
          modified from time to time, the “2003 Private Shelf
          Agreement”), between the Company and each Issuer Subsidiary which may
          become party thereto, on the one hand, and the 2003 Senior Noteholder and each
          Prudential Affiliate which may become party thereto, on the other hand. 



             C.       
          The Company, the Senior Lenders and the Agent have entered into a Credit
          Agreement dated as of May 10, 2001 (as amended, supplemented, amended and
          restated or otherwise modified from time to time, the “Credit
          Agreement”), pursuant to which the Senior Lenders may from time to time
          make loans and other financial accommodations to the Company. 



             D.       
          Each of the Material Domestic Subsidiaries of the Company (together with any
          future Material Domestic Subsidiaries entering into a guaranty agreement with
          respect to the Obligations (as defined below), the “Subsidiary
          Guarantors”) has entered into a guaranty agreement pursuant to which
          the Subsidiary Guarantors guarantee to the Senior Lenders the payment and
          performance of all of the Company’s obligations under the Loan Documents
          (as defined in the Credit Agreement) (as such guaranty agreement may be
          modified, amended, renewed or replaced, including any increase in the amount
          guaranteed thereunder, the “Bank Obligation Guaranty”). 




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             E.       
          The Subsidiary Guarantors have entered into a guaranty agreement pursuant to
          which the Subsidiary Guarantors have guaranteed to the 2000 Senior Noteholders
          the payment of the 2000 Noteholder Obligations and the payment and performance
          of all of the Company’s obligations under the 2000 Note Purchase Agreement
          and the 2000 Senior Noteholders Notes (as such guaranty agreement may be
          modified, amended, renewed or replaced, including any increase in the amount
          guaranteed thereunder, the “2000 Note Obligation Guaranty”). 



             F.       
          Pursuant to the 2003 Private Shelf Agreement, (i) the Company will, with respect
          to any 2003 Senior Noteholders Notes issued by any Issuer Subsidiary, guarantee
          to the 2003 Senior Noteholders the payment of the 2003 Noteholder Obligations
          and the payment and performance of each such Issuer Subsidiary’s
          obligations under the 2003 Private Shelf Agreement and the 2003 Senior
          Noteholders Notes and (ii) the Subsidiary Guarantors will enter into a guaranty
          agreement pursuant to which the Subsidiary Guarantors will guarantee to the 2003
          Senior Noteholders the payment of the 2003 Noteholder Obligations and the
          payment and performance of all of the Company’s and each Issuer
          Subsidiary’s obligations under the 2003 Private Shelf Agreement and the
          2003 Senior Noteholders Notes (such guaranty agreements of the Company and the
          Subsidiary Guarantors as they may be modified, amended, renewed or replaced,
          including any increase in the amount guaranteed thereunder, collectively, the
          “2003 Note Obligation Guaranty”). 



             G.       
          The Company may enter into additional note purchase agreements and/or credit
          agreements with investors and/or lenders which become parties to this Agreement,
          may enter into one or more interest rate swaps or collars, foreign currency
          exchange agreements, equity swap agreements, commodity price protection
          agreements or interest rate, currency exchange, equity price or commodity price
          hedging arrangements (any such agreement or arrangement, a “Hedging
          Agreement”) with persons or entities which become parties to this
          Agreement and may incur obligations (“Cash Management
          Obligations”) in respect of overdrafts or related liabilities or in
          connection with treasury, depositary or cash management services, including in
          connection with automated clearing house transfers of funds, to persons or
          entities which become parties to this Agreement (any such investor, lender or
          other party, together with the lenders and other parties referred to in the next
          sentence, the “Additional Creditors”; and the obligations of
          the Company under any such agreement or arrangement or in respect of any such
          overdrafts or related liabilities or any such services, the “Additional
          Company Obligations”), and such Additional Company Obligations may be
          guaranteed by one or more of the Subsidiary Guarantors pursuant to one or more
          guaranties (the “Additional Subsidiary Guaranties”). In
          addition, one or more Subsidiary Guarantors may become direct obligors (in
          respect of loans, reimbursement obligations relating to Letters of Credit,
          Hedging Agreements and/or Cash Management Obligations) to persons or entities
          which become parties to this Agreement and therefore are Additional Creditors,
          and the obligations of such Subsidiary Guarantors to such lenders or other
          parties (the “Direct Subsidiary Obligations” and, together with
          the Additional Company Obligations, the “Additional
          Obligations”) may be guaranteed by the Company and the other Subsidiary
          Guarantors. 



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             H.       
          Certain foreign subsidiaries of the Company may enter into one or more guaranty
          agreements pursuant to which such foreign subsidiary guarantors will guarantee
          to the Benefitted Parties (as defined below) the payment and performance of all
          of the Company’s and each Issuer Subsidiary’s obligations, as the case
          may be, under the Senior Loan Documents (as defined below) (as each such
          guaranty agreement may be modified, amended, renewed or replaced, including any
          increase in the amount guaranteed thereunder, a “Foreign Subsidiary
          Guaranty”). 



             I.       
          The Bank Obligation Guaranty, the 2000 Note Obligation Guaranty, the 2003 Note
          Obligation Guaranty, any Additional Subsidiary Guaranty, any Direct Subsidiary
          Obligation and any Foreign Subsidiary Guaranty are each hereinafter referred to
          as a “Subsidiary Guaranty.” The Loan Documents, the 2000 Note
          Purchase Agreement, the 2003 Private Shelf Agreement, each Subsidiary Guaranty
          and any additional credit agreement, note purchase agreement, Hedging Agreement
          or agreement relating to Cash Management Obligations entered into in favor of
          any Additional Creditor are hereinafter referred to, collectively, as the
          “Senior Loan Documents”. 



             J.       
          The Company has secured all present and future obligations to the 2000 Senior
          Noteholders under the 2000 Senior Noteholder Notes and the 2000 Note Purchase
          Agreement (all such obligations, including, without limitation, principal,
          interest, Make-Whole Amounts, fees and indemnities, being referred to herein as
          the “2000 Senior Noteholder Obligations”), all present and
          future obligations to the 2003 Senior Noteholders under the 2003 Senior
          Noteholder Notes and the 2003 Private Shelf Agreement (all such obligations,
          including, without limitation, principal, interest, Make-Whole Amounts, fees and
          indemnities, being referred to herein as the “2003 Senior Noteholder
          Obligations”) and all present and future obligations to the Senior
          Lenders, including, without limitation, principal, interest, letter of credit
          obligations (including Contingent L/C Obligations), break-funding amounts, fees
          and indemnities (the “Senior Lender Obligations”) and may
          secure all Additional Obligations, pursuant to the terms of that certain Pledge
          Agreement dated as of October 12, 2000 between the Company and the Collateral
          Agent (the “Pledge Agreement”) and any similar documents
          executed after the date hereof, as the same may be amended, supplemented or
          modified from time to time (the “Security Documents”). The 2000
          Senior Noteholder Obligations, the 2003 Senior Noteholder Obligations, the
          Senior Lender Obligations and the Additional Obligations are collectively
          referred to as the “Obligations.” The 2000 Senior Noteholders,
          the 2003 Senior Noteholders, the Senior Lenders and the Additional Creditors are
          sometimes collectively referred to as the “Benefitted Parties”
          and individually referred to as a “Benefitted Party.” The
          Pledge Agreement grants to the Collateral Agent, for the ratable benefit of the
          Benefitted Parties, a valid, perfected and enforceable first priority lien on
          and a security interest in 65% of the equity securities of certain foreign
          subsidiaries of the Company (hereinafter all of such collateral, together with
          all rights to payment under any Subsidiary Guaranty, shall be referred to
          collectively as the “Collateral”). 



             K.       
          The 2000 Senior Noteholders, the 2003 Senior Noteholders, the Senior Lenders and
          the Additional Creditors wish to set forth their understandings and agreements
          regarding their respective rights and priorities with respect to amounts
          recovered through the exercise of any right of set off, payments received after
          a Triggering Event (as defined in Section 2(a), below) and proceeds of the
          Collateral. 




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             L.       
          The Collateral Agent and the Benefitted Parties are parties to a Collateral
          Agency and Intercreditor Agreement dated as of October 12, 2000, as amended by
          that certain First Amendment dated as of May 10, 2001 (as amended to date, the
          “Existing Collateral Agency and Intercreditor Agreement”), and
          intend for this Agreement to replace and supercede the Existing Collateral
          Agency and Intercreditor Agreement. 



             M.       
          Capitalized terms used herein without being defined shall have the meanings set
          forth in the 2000 Note Purchase Agreement. 



            NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and the mutual covenants and promises set forth herein, each of the
parties to this Agreement agrees as follows: 



     1.    
          Sharing. 



             (a)       
          The liens of the Collateral Agent relating to the Collateral shall be held by
          the Collateral Agent for the benefit of the Benefitted Parties, and any proceeds
          realized in respect thereof shall be shared by the Benefitted Parties and
          distributed in accordance with the rights and priorities set forth in this
          Agreement. Any Collateral Proceeds, Triggering Event Balances, Triggering Event
          Payments or Setoff Proceeds (as such terms are defined in Section 2(b)) shall be
          shared by the Benefitted Parties and distributed in accordance with the rights
          and priorities set forth in this Agreement. As used herein, the term
          “Triggering Event” means (a) the occurrence and continuation of
          a Bankruptcy Proceeding (as defined below) with respect to the Company, any
          Issuer Subsidiary, any Subsidiary Guarantor or any Material Foreign Subsidiary,
          (b) the Collateral Agent’s receipt of a written notice that the unpaid
          principal amount of any of the Obligations has not been paid at the stated
          maturity thereof or has been declared to be then due and payable by the holder
          or holders thereof prior to the due date as a result of an event of default or
          (c) any exercise of any right of setoff or banker’s lien by any Benefitted
          Party. As used herein, the term “Bankruptcy Proceeding” means,
          with respect to any Person, a general assignment of such Person for the benefit
          of its creditors, or the institution by or against such Person of any proceeding
          seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or
          insolvent, or seeking reorganization, arrangement, adjustment or composition of
          such Person or its debts, under any law relating to bankruptcy, insolvency,
          reorganization or relief of debtors, or seeking appointment of a receiver,
          trustee, custodian or other similar official for such Person or for any
          substantial part of its property. 



             (b)       
          Notwithstanding anything to the contrary set forth herein, any Collateral
          Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff
          Proceeds which are to be remitted to any Benefitted Party on account of
          Obligations which are Contingent L/C Obligations (as defined 



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      below) shall be
          remitted to the Collateral Agent to be held in a separate cash collateral
          account (the “L/C Account”) by the Collateral Agent and
          distributed by the Collateral Agent only in accordance with this Section 1(b).
          In the event, and upon the condition that, any Contingent L/C Obligation becomes
          an absolute obligation of the Company upon the honoring of a draw under any
          Letter of Credit (as defined below), upon receipt of written direction from the
          applicable Benefitted Party, the Collateral Agent shall withdraw from the L/C
          Account and shall pay over to such Benefitted Party (or issuing bank on behalf
          of such Benefitted Party) that honored such draw an amount equal to the
          Withdrawal Amount (as defined below) with respect to the amount of such draw
          together with interest on such Withdrawal Amount at the rate earned while on
          deposit in the L/C Account. In the event that the Collateral Agent receives
          written notice that any Contingent L/C Obligation lapses on account of the
          expiration or other termination of the applicable Letter of Credit, an amount
          equal to the Withdrawal Amount with respect to such lapsed Contingent L/C
          Obligation, together with interest on account of such amount at the rate earned
          while on deposit in the L/C Account, shall be released from the L/C Account and
          shall be distributed by the Collateral Agent to the Benefitted Parties in
          accordance with clause “third” of Section 2(c). As used herein
          “Withdrawal Amount” means the product of (a) the quotient of
          (i) the amount of a Contingent L/C Obligation which has then become an absolute
          obligation on account of a draw or the amount of a Contingent L/C Obligation
          which has lapsed on account of the expiration or termination of the applicable
          Letter of Credit, as the case may be, over (ii) the total amount of all
          Contingent L/C Obligations, and (b) the total amount then deposited in the L/C
          Account. 



            As
used herein, the term “Contingent L/C Obligations” means any and all
contingent obligations of the Company to reimburse the issuers of Letters of Credit for
drawings under such Letters of Credit. 



            As
used herein, the term “Letter of Credit” means a letter of credit issued
by a Benefitted Party, or an issuing bank on behalf of a Benefitted Party, for the account
of the Company or any of the Subsidiary Guarantors pursuant to the Loan Documents or any
additional credit agreements with lenders which become party to this Agreement. 



          	2. 	  	
               Cash Collateral Account; Application of Proceeds 



               



          	(a) 	  	
               The Collateral Agent has established an interest-bearing demand deposit cash
               collateral account subject to the lien and security interest created by the
               Security Documents (the “Cash Collateral Account”) in the name
               of the Collateral Agent into which the proceeds, payments and amounts described
               in subsections (b)(i), (b)(ii), (b)(iii) and (b)(iv) below shall be deposited
               and from which only the Collateral Agent may effect withdrawals. Such amounts
               shall be held by the Collateral Agent in the Cash Collateral Account and shall
               be distributed from time to time by the Collateral Agent in accordance with
               Section 2(c) below. 



               



          	(b) 	  	
               The following proceeds, payments and amounts shall be deposited and held by the
               Collateral Agent in the Cash Collateral Account and shall be distributed from
               time to time by the Collateral Agent in accordance with Section 2(c) below: 



               



          	(i) 	  	
               any proceeds of any collection, recovery, receipt, appropriation, realization or
               sale of any or all of the Collateral or the enforcement of the Security
               Documents (the “Collateral Proceeds”) received by the
               Collateral Agent or any Benefitted Party; 



               



          	(ii) 	  	
               any amounts held in the Cash Collateral Account at the time a Triggering Event
               occurs (the “Triggering Event Balances”); 



               



          	(iii) 	  	
               any payments received or otherwise realized by any Benefitted Party in respect
               of any Obligations on or after the date on which a Triggering Event has occurred
               (the “Triggering Event Payments”); and 



               





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          	(iv) 	  	
               any amounts received or recovered by any Benefitted Party through any exercise
               of any right of setoff or banker’s lien at any time on or after the
               occurrence of a Triggering Event (whether by law, contract or otherwise, but
               excluding any amount deposited into an account of the Company or any Subsidiary
               maintained with a Benefitted Party that is applied solely to pay overdrafts in,
               or fees and charges related to the maintenance of, such account or any related
               account) (the “Setoff Proceeds”). 



               



            Each
Benefitted Party agrees to deliver any Collateral Proceeds, any Triggering Event Balances,
any Triggering Event Payments and any Setoff Proceeds to the Collateral Agent within two
(2) Business Days after receipt (other than pursuant to subsection (c) below) of such
Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff
Proceeds. (c) The Collateral Agent shall distribute the proceeds described in subsections
(b)(i), (b)(ii), (b)(iii) and (b)(iv) above which are held in the Cash Collateral Account
to the Collateral Agent and the Benefitted Parties in accordance with the following
priorities: 



	  	        first,
to the reasonable costs and expenses of the Collateral Agent incurred in connection with
the maintenance of the Cash Collateral Account and any collection, recovery, receipt,
appropriation, legal proceeding (whether by or against any such party), realization or
sale of any or all of the Collateral or the enforcement of the Security Documents; 







	  	        second,
after payment in full of all amounts set forth in item first, to the Benefitted
Parties in payment of any and all amounts owed to the Benefitted Parties for reimbursement
of amounts paid by them to the Collateral Agent in accordance with Section 4(g) pro
rata in proportion to such amounts owed to such Benefitted Parties; 







	  	        third,
after payment in full of all amounts set forth in item second, to the payment and
permanent reduction of the principal amount of the outstanding Obligations and the
Contingent L/C Obligations, pro rata, based on the proportion that the
principal amount of such outstanding Obligations and Contingent L/C Obligations held by
each Benefitted Party at such time bears to the sum of the principal amount of all such
Obligations and Contingent L/C Obligations; 







	  	        fourth,
after payment in full of all amounts set forth in item third, to the payment and
permanent reduction of the amount of the outstanding Obligations representing interest,
pro rata, based on the proportion that such outstanding Obligations representing interest
held by each Benefitted Party at such time bears to the sum of all such Obligations
representing interest; 







	  	        fifth,
after payment in full of all amounts set forth in item fourth, to the payment and
permanent reduction of all other outstanding Obligations not representing principal,
Contingent L/C Obligations or interest, pro rata, based on the proportion that such
outstanding Obligations not representing principal, Contingent L/C Obligations or interest
held by each Benefitted Party at such time bears to the sum of all such Obligations not
representing principal, Contingent L/C Obligations or interest; and 








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	  	        sixth,
after payment in full of all amounts set forth in item fifth, to or at the
direction of the Company or as a court of competent jurisdiction may otherwise direct. 







            The
Collateral Agent shall make such distributions promptly after the deposit of any
Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff
Proceeds into the Cash Collateral Account. A Benefitted Party’s pro rata share of the
Obligations on any distribution date shall be determined by assuming that all Obligations
are denominated in U.S. Dollars based upon the quoted spot rate at which the Collateral
Agent’s principal office offers to exchange any applicable currency for U.S. Dollars
at 11:00 A.M. (local time at such principal office) on the Business Day preceding such
distribution date (the “Applicable Exchange Rate”). For any distribution,
the Collateral Agent shall exchange the relevant portion of such distribution into the
applicable currency and make each such distribution in the applicable currency. 



             3.    
          Payment of Obligations; Distributions Recovered. 



                 (a)    
          The Company, each Issuer Subsidiary and each Subsidiary Guarantor agree that any
          amounts received by a Benefitted Party and delivered by such Benefitted Party to
          the Collateral Agent pursuant to the terms of this Agreement will not be deemed
          to be a payment in respect of any Obligations owing to such Benefitted Party
          until such Benefitted Party receives its pro rata share of such amount from the
          Collateral Agent and then only to the extent of the actual payment and receipt
          of such pro rata share; provided that no Subsidiary Guarantor shall be
          obligated to pay any amount in respect of the Obligations (including, in the
          case of an Issuer Subsidiary, in respect of its Direct Subsidiary Obligations)
          in excess of the maximum amount of the Obligations that may be paid by such
          Subsidiary Guarantor without rendering any Subsidiary Guaranty issued by such
          Subsidiary Guarantor (or, in the case of an Issuer Subsidiary, any of its Direct
          Subsidiary Obligations) void, voidable or illegal under any applicable law
          (including, without limitation, any fraudulent conveyance or fraudulent
          transfer). 



                 (b)    
          Notwithstanding anything to the contrary contained in this Agreement, in each
          case in which any proceeds (or the value thereof) or payments are recovered as a
          preferential or otherwise voidable payment (whether by a trustee in bankruptcy
          or otherwise) from the party (the “Distributor”) which
          distributed those proceeds to another party or parties under this Agreement,
          each party (a “Distributee”) to whom any of those proceeds were
          ultimately distributed shall, upon the Distributor’s notice of the recovery
          to the Distributee, return to the Distributor an amount equal to the
          Distributee’s ratable share of the amount recovered, together with a
          ratable share of interest thereon to the extent the Distributor is required to
          pay interest thereon. For purposes of this Agreement,
          “proceeds” means any payment (whether made voluntarily or
          involuntarily) from any source, including, without limitation, any offset of any
          deposit or other indebtedness, any security (including, without limitation, any
          guaranty or any collateral) or otherwise. 



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                 (c)    
          Notwithstanding anything to the contrary contained in this Agreement, including
          Section 2 and the foregoing provisions of this Section 3, the Benefitted Parties
          may, without the consent of the Company, any Issuer Subsidiary or any Subsidiary
          Guarantor, enter into such other arrangements (including, without limitation,
          the purchase of participations) as the Benefitted Parties determine are
          necessary or appropriate to accomplish the ratable sharing of recoveries on the
          Obligations contemplated by this Agreement. 



             4.    
          The Collateral Agent. 



                 (a)    
          By execution and delivery hereof, each Benefitted Party hereby appoints State
          Street Bank and Trust Company of California, N.A. as Collateral Agent and its
          representative hereunder and under the Security Documents and authorizes the
          Collateral Agent to act as such hereunder and thereunder on behalf of such
          Benefitted Party. The Collateral Agent agrees to act as such upon the express
          conditions contained in this Agreement. In performing its functions and duties
          under this Agreement and the Security Documents, the Collateral Agent shall act
          solely as agent of the Benefitted Parties to the extent, but only to the extent,
          provided in this Agreement and does not assume, and shall not be deemed to have
          assumed, any obligation towards or relationship of agency, fiduciary or trust
          with or for any other Person, other than as set forth herein and in the Security
          Documents. 



                 (b)    
          The Collateral Agent shall take any action with respect to the Collateral and/or
          the Security Documents only as directed in accordance with Section 5(a) hereof;
          provided that the Collateral Agent shall not be obligated to follow any
          directions given in accordance with Section 5(a) hereof to the extent that the
          Collateral Agent has received advice from its counsel to the effect that such
          directions are in conflict with any provisions of law, this Agreement, the
          Security Documents or any order of any court or administrative agency;
          provided further that the Collateral Agent shall not, under any
          circumstances, be liable to any Benefitted Party or any other person for
          following the written directions received in accordance with Section 5(a)
          hereof. Any directions given by the Required Creditors pursuant to Section 5(a)
          hereof may be withdrawn or modified by the Required Creditors by delivering
          written notice of withdrawal or modification to the Collateral Agent prior to
          the time when the Collateral Agent takes any action pursuant to such directions. 



                 (c)    
          Each Benefitted Party authorizes the Collateral Agent to take such action on
          such Benefitted Party’s behalf and to exercise such powers hereunder as are
          specifically delegated to the Collateral Agent by the terms hereof and of the
          Security Documents, together with such powers as are reasonably incidental
          thereto. The Collateral Agent shall have only those duties and responsibilities
          that are expressly specified in this Agreement and the Security Documents, and
          it may perform such duties by or through its agents or employees. Nothing in
          this Agreement or the Security Documents, express or implied, is intended to or
          shall be construed as imposing upon the Collateral Agent any obligations in
          respect of this Agreement or such Security Documents except as expressly set
          forth herein. 



                 (d)    
          The Collateral Agent shall not be responsible to any Benefitted Party for the
          execution, effectiveness, genuineness, validity, perfection, enforceability,
          collectibility, value or sufficiency of the Collateral or the Security Documents
          or for any representations, warranties, recitals or statements made in any
          document executed in connection with the Obligations or 



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     made in any written or
          oral statement or in any financial or other statements, instruments, reports,
          certificates or any other documents in connection herewith or therewith
          furnished or made by or on behalf of the Company and its Subsidiaries (including
          any Issuer Subsidiary) to any Benefitted Party or be required to ascertain or
          inquire as to the performance or observance by the Company or any of its
          Subsidiaries (including any Issuer Subsidiary) or any other pledgor or guarantor
          of any of the terms, conditions, provisions, covenants or agreements contained
          in any document executed in connection with the Obligations or of the existence
          or possible existence of any Triggering Event. 



                 (e)    
          The Collateral Agent shall not be liable to any Benefitted Party for any action
          taken or omitted hereunder or under the Security Documents or in connection
          herewith or therewith except to the extent caused by the Collateral Agent’s
          gross negligence or willful misconduct. The Collateral Agent shall be entitled
          to rely, and shall be fully protected in relying, upon any written statement,
          instrument or document believed by it to be genuine and correct and to have been
          signed or sent by the proper person or persons and, except as otherwise
          specifically provided in this Agreement, shall be entitled to rely upon the
          written direction of the Required Creditors (as defined in Section 5(a))
          certifying that the persons signing such direction constitute the “Required
          Creditors,” and shall be entitled to rely and shall be fully protected in
          relying on opinions and judgments of counsel, accountants, experts and other
          professional advisors selected by it in good faith and with due care. The
          Collateral Agent shall be entitled to refrain from exercising any power,
          discretion or authority vested in it under this Agreement or the Security
          Documents unless and until it has obtained the directions in accordance with
          Section 5(a) hereof with respect to the matters covered thereby. The Collateral
          Agent shall be entitled to request from each Benefitted Party a certificate
          setting out the amount of the respective Obligations held by it (including,
          without limitation, amounts representing principal, Contingent L/C Obligations
          or interest on such Obligations) for purposes of calculating distributions
          pursuant to Section 2(c). 



                 (f)    
          Each Benefitted Party agrees not to take any action whatsoever to enforce any
          term or provision of the Security Documents or to enforce any of its rights in
          respect of the Collateral, in each case except through the Collateral Agent
          acting in accordance with this Agreement. 



                 (g)    
          The Company and each of its subsidiaries which is party to this Agreement, and
          any Issuer Subsidiary which may become party to this Agreement pursuant to
          Section 10(f) hereof, by its execution of the signature page of this Agreement,
          agrees to pay and save the Collateral Agent harmless from liability for payment
          of all costs and expenses of the Collateral Agent in connection with this
          Agreement and the Security Documents, other than liabilities, costs and expenses
          resulting from the Collateral Agent’s gross negligence or willful
          misconduct. Each Benefitted Party severally agrees to indemnify the Collateral
          Agent, pro rata (to the extent set forth in the penultimate
          sentence of this Section 4(g)), to the extent the Collateral Agent shall not
          have been reimbursed by or on behalf of the Company or from proceeds of the
          Collateral or otherwise, from and against any and all liabilities, obligations,
          losses, damages, penalties, actions, judgments, suits, costs, reasonable
          expenses (including, without limitation, reasonable counsel fees and
          disbursements) or disbursements of any kind or nature whatsoever which may be
          imposed on, incurred by or asserted against the Collateral Agent in performing
          its duties hereunder or under the Security Documents in its capacity as the
          Collateral Agent in any way relating to or arising out of this Agreement, the
          Security Documents  





9 






      and/or the Collateral; provided that no Benefitted
          Party shall be liable for any portion of such liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or disbursements
          resulting from the Collateral Agent’s gross negligence, willful misconduct
          or breach of the express terms of this Agreement. For purposes of this Section
          4(g), any pro rata calculation shall be on the basis of the
          outstanding principal amount of the Obligations (determined by assuming that all
          Obligations are denominated in U.S. Dollars based upon the Applicable Exchange
          Rate) held by or for each Benefitted Party at the time of the act, omission or
          transaction giving rise to the reimbursement or indemnity required by this
          Section 4(g). The provisions of this Section 4(g) shall survive the payment in
          full of all the Obligations and the termination of this Agreement and all other
          documents executed in connection with the Obligations. 




                 (h)    
          The Collateral Agent may resign at any time by giving sixty (60) days’
          prior written notice thereof to the Benefitted Parties and the Company, subject
          to the acceptance of its appointment by a successor Collateral Agent
          simultaneously with or prior to any resignation of the Collateral Agent. Upon
          any such notice of resignation, the Required Creditors (as defined in Section
          5(a) below) shall have the right to appoint a successor Collateral Agent. The
          Collateral Agent may be removed at any time with or without cause, by an
          instrument in writing delivered to the Collateral Agent, the Company and the
          other Benefitted Parties by the Required Creditors (as defined in Section 5(a)
          below). Upon the acceptance of any appointment as Collateral Agent hereunder by
          a successor Collateral Agent, such successor Collateral Agent shall thereupon
          succeed to and become vested with all the rights, powers, privileges and duties
          of the retiring or removed Collateral Agent, and the retiring or removed
          Collateral Agent shall be discharged from its duties and obligations under this
          Agreement and the Security Documents; provided, however, that the
          retiring or removed Collateral Agent will continue to remain liable for all acts
          of, or the omission to act by, such retiring or removed Collateral Agent which
          occurred prior to such retirement or removal. If no successor Collateral Agent
          shall have been so appointed and shall have accepted such appointment within
          forty-five (45) days after the retiring Collateral Agent’s giving of notice
          of resignation, then, upon five days’ prior written notice to the Company
          and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the
          Benefitted Parties, appoint a successor Collateral Agent, which shall be a bank
          or trust company organized under the laws of the United States or any state
          thereof (or under the laws of a foreign country and having a branch or agency
          located in the United States) having a combined capital and surplus of at least
          $500,000,000, and the short term unsecured debt obligations of which are rated
          at least P-1 by Moody’s Investors Service or A-1 by Standard &
          Poor’s, or any affiliate of such bank. After any retiring or removed
          Collateral Agent’s resignation or removal hereunder as Collateral Agent,
          the provisions of this Agreement shall inure to its benefit as to any actions
          taken or omitted to be taken by it while it was the Collateral Agent under this
          Agreement and the Security Documents. 



                 (i)    
          Except as expressly set forth herein, the Collateral Agent and each of its
          affiliates may accept deposits from, lend money to and generally engage in any
          kind of banking, trust, financial advisory or other business with the Company or
          any affiliate thereof (including any Issuer Subsidiary), and may accept fees and
          other consideration from the Company or any affiliate thereof (including any
          Issuer Subsidiary) for services in connection with this Agreement and otherwise
          without having to account for the same to any Benefitted Party. 




10 






                 (j)    
          The Collateral Agent shall not be liable for or by reason of (i) any failure or
          defect in the registration, filing or recording of any of the Security
          Documents, or any notice, caveat or financing statement with respect to the
          foregoing, or (ii) any failure to do any act necessary to constitute, perfect
          and maintain the priority of the security interest created by the Security
          Documents. 



                 (k)    
          Notwithstanding anything to the contrary contained in this Agreement or any
          document executed in connection with any of the Obligations, the Collateral
          Agent, unless it shall have actual knowledge thereof, shall not be deemed to
          have any knowledge of any Triggering Event unless and until it shall have
          received written notice from the Company, any Issuer Subsidiary, or any
          Benefitted Party describing such Triggering Event in reasonable detail
          (including, to the extent known, the date of occurrence of the same). 



             (l)    
          Upon receipt by the Collateral Agent of any direction by the Required Creditors,
          all of the Benefitted Parties will be bound by such direction. 



             5.    
          Relating to Defaults and Remedies. 



                 (a)    
          The Required Creditors may, after any Triggering Event (other than an
          Involuntary Proceeding) has occurred (or upon the occurrence and continuation of
          an Involuntary Proceeding for at least 60 consecutive days) and by giving the
          Collateral Agent written notice of such election, instruct and cause the
          Collateral Agent to exercise its rights and remedies under the Security
          Documents. The Collateral Agent shall follow the instructions of the Required
          Creditors with respect to the enforcement action to be taken. For purposes of
          this Agreement, the term “Required Creditors” shall mean (a)
          the Required Lenders as defined in the Credit Agreement, and (b) the 2000 Senior
          Noteholders and the 2003 Senior Noteholders holding a majority in principal
          amount of the 2000 Senior Noteholder Notes plus the 2003 Senior Noteholder
          Notes, each, in the case of both clause (a) and clause (b) above,
          voting as a class; provided that if at any time (i) the aggregate
          outstanding principal amount of Obligations (including the face amount of any
          undrawn Letters of Credit) owed to the Senior Lenders under and as defined in
          the Credit Agreement, or (ii) the aggregate outstanding principal amount of the
          2000 Senior Noteholders Notes plus the aggregate outstanding principal amount of
          the 2003 Senior Noteholders Notes represents, in either case, less than 10% of
          the sum of the aggregate amounts referred to in clauses (i) and (ii) above, then
          “Required Creditors” shall mean Benefitted Parties, considered
          as a single class, holding more than 50% of the sum of (A) the face amount of
          any undrawn Letters of Credit plus (B) the outstanding funded principal amount
          of the Obligations (it being understood that all amounts referred to in this
          sentence shall be determined by assuming that such amounts are denominated in
          U.S. Dollars based upon the Applicable Exchange Rate). For purposes of the
          foregoing definitions, any Benefitted Party that has purchased a participation
          in the Obligations owing to another Benefitted Party shall be deemed to be the
          holder of the amount of such Obligations which are the subject of such
          participation. 



                 (b)    
          Notwithstanding anything to the contrary contained in this Agreement, the
          Collateral Agent shall not commence or otherwise take any action or proceeding
          to enforce any Collateral Document or to realize upon any or all of the
          Collateral unless and until the Collateral Agent has received instructions in
          accordance with Section 5(a) above. Upon receipt by the  



11






     Collateral Agent of any
          such instructions, the Collateral Agent shall seek to enforce the Security
          Documents and to realize upon the Collateral in accordance with such
          instructions; provided that the Collateral Agent shall not be obligated
          to follow any such directions as to which the Collateral Agent has received a
          written opinion of its counsel to the effect that such directions are in
          conflict with any provisions of law, this Agreement, the Security Documents or
          any order of any court or administrative agency, and the Collateral Agent shall
          not, under any circumstances, be liable to any Benefitted Party or any other
          Person for following the written directions received in accordance with Section
          5(a) above. 





                 (c)    
          The duties and responsibilities of the Collateral Agent hereunder shall consist
          of and be limited to (i) selling, releasing, surrendering, realizing upon or
          otherwise dealing with, in any manner and in any order, all or any portion of
          the Collateral, (ii) exercising or refraining from exercising any rights,
          remedies or powers of the Collateral Agent under this Agreement or the Security
          Documents or under applicable law in respect of all or any portion of the
          Collateral, (iii) making any demands or giving any notices under the Security
          Documents, (iv) effecting amendments to and granting waivers under the Security
          Documents in accordance with the terms hereof, and (v) maintaining the Cash
          Collateral Account under its exclusive dominion and control for the benefit of
          the Benefitted Parties and making deposits therein and withdrawals therefrom as
          necessary to effect the provisions of this Agreement. 



                 (d)    
          In the event that the Collateral Agent proceeds to foreclose upon, collect, sell
          or otherwise dispose of or take any other action with respect to any or all of
          the Collateral or to enforce any provisions of the Security Documents or takes
          any other action pursuant to this Agreement or any provision of the Security
          Documents or requests directions from the Required Creditors as provided herein,
          upon the request of the Collateral Agent or any Benefitted Party, each of the
          Benefitted Parties agrees that such Benefitted Party (or any agent of or
          representative for such Benefitted Party) shall promptly notify the Collateral
          Agent in writing, as of any time that the Collateral Agent may specify in such
          request, (i) of the aggregate amount of the respective Obligations then owing to
          such Benefitted Party as of such date and (ii) such other information as the
          Collateral Agent may reasonably request. 



                 (e)    
          Promptly after the Collateral Agent receives written notice of the occurrence of
          any Triggering Event pursuant to Section 2(a), it shall promptly send copies of
          such notice to each of the Benefitted Parties. 



                 (f)    
          The Collateral Agent shall not be obliged to expend its own funds in performing
          its obligations under this Agreement and shall be entitled to require that the
          Benefitted Parties provide it with sufficient funds prior to taking any action
          required under this Agreement. 



             6.    
          Third Party Beneficiaries. This Agreement is solely for the benefit of
          the parties hereto and their respective successors and assigns, and none of the
          Company, any Issuer Subsidiary or any other person or entity, including, without
          limitation, any guarantor of the obligations of the Company or any Issuer
          Subsidiary, is intended to be a third party beneficiary hereunder or to have any
          right, benefit, priority or interest under, or shall have any right to enforce,
          this Agreement. 



12







             7.    
          Relation of Creditors. This Agreement is entered into solely for the
          purposes set forth herein, and no Benefitted Party assumes any responsibility to
          any other party hereto to advise such other party of information known to such
          Benefitted Party regarding the financial condition of the Company or any of its
          Subsidiaries (including any Issuer Subsidiary) or of any other circumstances
          bearing upon the risk of nonpayment of any Obligation. Each Benefitted Party
          specifically acknowledges and agrees that nothing contained in this Agreement is
          or is intended to be for the benefit of the Company or any of its Subsidiaries
          (including any Issuer Subsidiary) and nothing contained herein shall limit or in
          any way modify any of the obligations of the Company, any Issuer Subsidiary or
          any Subsidiary Guarantor to the Benefitted Parties. 



             8.    
          Acknowledgment of Guaranties. Each party expressly acknowledges the
          existence and validity of the 2000 Note Obligation Guaranty, the 2003 Note
          Obligation Guaranty and the Bank Obligation Guaranty, agrees not to contest or
          challenge the validity of the 2000 Note Obligation Guaranty, the 2003 Note
          Obligation Guaranty or the Bank Obligation Guaranty and agrees that the judicial
          or other determination of the invalidity of the 2000 Note Obligation Guaranty,
          the 2003 Note Obligation Guaranty or the Bank Obligation Guaranty shall not
          affect the provisions of this Agreement. 



             9.    
          Notice of Certain Events. Each Benefitted Party agrees that upon the
          occurrence of a Triggering Event, it shall promptly notify the Collateral Agent
          of the occurrence of such Triggering Event. In addition, each Benefitted Party
          agrees to provide to the Collateral Agent the amount and currency of its
          Obligations at such reasonable times as may be necessary to determine such
          Benefitted Party’s pro rata share of the outstanding principal amount of
          the Obligations. 



             10.    
          Miscellaneous. 



                 (a)    
          Notices. All notices and other communications provided for herein,
          (including, without limitation, any modifications of, or waivers or consents
          under, this Agreement) shall be sent (i) by telecopy if the sender on the same
          day sends a confirming copy of such notice by a recognized overnight delivery
          service (charges prepaid), or (ii) by registered or certified mail with return
          receipt requested (postage prepaid), or (iii) by a recognized overnight delivery
          service (with charges prepaid) to the intended recipient at the address for
          notices specified beneath the signature of such party hereto; or as to any party
          at such other address as shall be designated by such party in a notice to each
          other party. Except as otherwise provided in this Agreement, all such
          communications shall be deemed to have been duly given when actually received. 



                 (b)    
          Amendments, Waivers, Consents. All amendments, waivers or consents of any
          provision of this Agreement shall be effective only if the same shall be in
          writing and signed by all of the Benefitted Parties. 







                 (c)    
          Releases of Collateral. The parties hereto agree that the Collateral
          Agent shall release all or any portion of the Collateral (other than in
          connection with the exercise of its rights and remedies pursuant to Section 5)
          only upon the receipt by the Collateral Agent of (i) a written approval from the
          Required Creditors, or (ii) so long as no event of default exists under any
          Senior Loan Document and releasing such Collateral is not prohibited by any
          Senior Loan 




13






      Document, an Officers’ Certificates of the Company and any
          applicable Subsidiary Guarantor, which shall be true and correct, (x) stating
          that the Collateral subject to such disposition is being sold, transferred or
          otherwise disposed of in compliance with the terms of each of the Senior Loan
          Documents, and (y) specifying the Collateral being sold, transferred or
          otherwise disposed of in the proposed transaction. Upon the receipt of such
          written approval or Officers’ Certificates (so long as the Collateral Agent
          has no reason to believe that the Officers’ Certificates delivered with
          respect to such disposition are not true and correct), the Collateral Agent
          shall, at the Company’s expense, execute and deliver such releases of its
          security interest in such Collateral to be released, and provide a copy of such
          releases to each of the Benefitted Parties. In connection therewith, the
          Benefitted Parties hereby irrevocably authorize the Collateral Agent from time
          to time to release such Collateral or consent to such release in accordance with
          the terms of this Agreement. Notwithstanding anything provided herein to the
          contrary, no release of security shall in any way affect the guaranties by the
          Material Domestic Subsidiaries of the Obligations, which guaranties shall
          continue to remain in full force and effect after any such release. 




                 (d)    
          Successors and Assigns. This Agreement shall be binding upon and inure to
          the benefit of the parties hereto and their respective successors and assigns.
          At the time of any assignment of all or any portion of the 2000 Senior
          Noteholder Obligations by a 2000 Senior Noteholder, or of all or any portion of
          the 2003 Senior Noteholder Obligations by a 2003 Senior Noteholder, or of all or
          any portion of the Senior Lender Obligations by a Senior Lender, or of all or
          any portion of the Additional Obligations by any Additional Creditor, such
          assigning 2000 Senior Noteholder, 2003 Senior Noteholder, Senior Lender or
          Additional Creditor, as the case may be, shall cause its assignee (each an
          “Additional Benefitted Party”) to execute a Counterpart Amended
          and Restated Collateral Agency and Intercreditor Agreement substantially in the
          form attached hereto as Exhibit A (a “Counterpart”) and
          become a party to this Agreement. 



                 (e)    
          Purchasers of 2003 Senior Noteholder Notes. As a condition precedent to
          purchasing any 2003 Senior Noteholder Notes, each Prudential Affiliate that
          becomes a party to the 2003 Private Shelf Agreement, if not then a party to this
          Agreement, shall execute a Counterpart and become a party to this Agreement, and
          each such Prudential Affiliate shall be as fully a party to this Agreement as a
          Benefitted Party as if it was an original signatory hereof without any action
          required to be taken by any other party hereto. Each other party to this
          Agreement expressly agrees that its rights and obligations arising hereunder
          shall continue after giving effect to the addition of each such Prudential
          Affiliate as a Benefitted Party to this Agreement. 



                 (f)    
          Additional Creditors. Upon the execution of a Counterpart by any
          Additional Creditor (either directly or through its agents) and delivery of such
          Counterpart to the other parties hereto, such Additional Creditor shall be as
          fully a party to this Agreement as a Benefitted Party as if such Additional
          Creditor was an original signatory hereof without any action required to be
          taken by any other party hereto, provided that each such Additional Creditor
          shall execute this Agreement simultaneously with the Subsidiary Guarantors’
          execution and delivery to it of a Subsidiary Guaranty. Each other party to this
          Agreement expressly agrees that its rights and obligations arising hereunder
          shall continue after giving effect to the addition of such Additional Creditor
          as a party to this Agreement. Notwithstanding the foregoing, after




14







     the
          occurrence and during the continuation of an event of default under any Senior
          Loan Document, no Additional Creditor (other than a Prudential Affiliate
          pursuant to Section 10(e) hereof) may become party to this Agreement. 




                 (g)    
          Issuer Subsidiaries. Upon the execution of an Issuer Subsidiary
          Counterpart in the form attached hereto as Exhibit B (an “Issuer
          Subsidiary Counterpart”) by any Issuer Subsidiary which may become a
          party to the 2003 Private Shelf Agreement and delivery of such Issuer Subsidiary
          Counterpart to the other parties hereto, such Issuer Subsidiary shall be deemed
          to acknowledge and consent to this Agreement, including without limitation
          Section 3 hereof, as if such Issuer Subsidiary was an original signatory hereof
          without any action required to be taken by any other party hereto, provided that
          as a condition precedent to issuing any 2003 Senior Noteholder Notes each such
          Issuer Subsidiary shall execute this Agreement. Each other party to this
          Agreement expressly agrees that its rights and obligations arising hereunder
          shall continue after giving effect to the addition of each such Issuer
          Subsidiary as a party to this Agreement. Notwithstanding the foregoing or any
          other provision of this Agreement, no entity may become an Issuer Subsidiary
          unless either (i) such entity has executed and delivered a counterpart of the
          Bank Obligation Guaranty or (ii) the Required Lenders (as defined in the Credit
          Agreement) have consented thereto. 



                 (h)    
          Captions. The captions and Section headings appearing herein are included
          solely for convenience of reference and are not intended to affect the
          interpretation of any provision of this Agreement. 



                 (i)    
          Conflicts. In the event of a conflict between the terms of this Agreement
          and the terms of any of the Security Documents, the terms of this Agreement
          shall control. 



                 (j)    
          Counterparts. This Agreement may be executed in any number of
          counterparts, all of which taken together will constitute one and the same
          instrument and any of the parties hereto may execute this Agreement by signing
          any such counterpart. 



                 (k)    
          GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
          AND PERFORMED IN THE STATE OF NEW YORK. 



                 (l)    
          Merger. This Agreement and the Security Documents supersede all prior
          agreements, written or oral, among the parties with respect to the subject
          matter of such agreements. 



                 (m)    
          Independent Investigation. None of the Collateral Agent or any of the
          Benefitted Parties, nor any of their respective directors, officers, agents or
          employees, shall be responsible to any of the others for the solvency or
          financial condition of the Company or any applicable Issuer Subsidiary or the
          ability of the Company or any applicable Issuer Subsidiary to repay any of the
          Obligations, or for the value, sufficiency, existence or ownership of any of the
          Collateral, or the statements of the Company or any applicable Issuer
          Subsidiary, oral or written, or for the validity, sufficiency or enforceability
          of any of the Obligations or any document or agreement executed or delivered in
          connection with or pursuant to any of the foregoing. Each 





15







      Benefitted Party has
          entered into its respective financial agreements with the Company or any
          applicable Issuer Subsidiary based upon its own independent investigation, and
          makes no warranty or representation to the other, nor does it rely upon any
          representation by any of the others, with respect to the matters identified or
          referred to in this Section. 




                 (n)    
          Severability. In case any one or more of the provisions contained in this
          Agreement shall be invalid, illegal or unenforceable in any respect, the
          validity, legality and enforceability of the remaining provisions of this
          Agreement shall not in any way be affected or impaired thereby. 



                 (o)    
          Effect of Bankruptcy or Insolvency. This Agreement shall continue in
          effect notwithstanding the bankruptcy or insolvency of any party hereto or the
          Company or any of its Subsidiaries (including any Issuer Subsidiary). 



[Remainder of page
intentionally left blank] 





16














        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
set forth above. 



U.S. BANK NATIONAL ASSOCIATION,

as successor to State Street Bank and Trust Company

of California, N.A. as Collateral Agent



By:          /s/ Brad E. Scarbrough 

Name:     Brad E. Scarbrough

Title:       Vice President 



Address for Notices: 



U.S.
Bank National Association

633 W 5th Street, 24th
Floor 

Los
Angeles, California 90071

Attention: Brad Scarbrough


Vice
President

Telephone: (213) 615-6047

Facsimile: 
(213) 615-6197







THE
PRUDENTIAL INSURANCE
 COMPANY OF AMERICA,

as 2000 Senior
Noteholder 





                                                       By:        /s/ Iris Krause    

                                                            Name:    Iris Krause

                                                            Title:      Vice President



Address for Notices: 




The
Prudential Insurance Company of America

 c/o Prudential Capital Group – Corporate
Finance 

Four Embarcadero Center, Suite 2700

 San Francisco, California 94111 

Attention:
Managing Director

 Facsimile: (415) 421-6233 







PRUDENTIAL
INVESMENT 
MANAGEMENT, INC.,

as 2003 Senior
Noteholder 


                                                       By:        /s/ Iris Krause 

                                                            Name:    Iris Krause

                                                            Title:      Vice President



Address for Notices: 


Investment Management, Inc.

 c/o Prudential Capital Group – Corporate Finance

 Four
Embarcadero Center, Suite 2700 

San Francisco, California 94111 

Attention: Managing
Director 

Facsimile: (415) 421-6233 







BANK OF AMERICA, N.A., 

as
Agent to the Senior Lenders and a Senior Lender 


                                                       By:      /s/ Sharon Burks Horos 

                                                            Name:  Sharon Burks Horos

                                                            Title:    Vice President



Address for Notices: 



Bank of America, N.A. 


231 South LaSalle Street 


Chicago, Illinois 60697 

Attn: Sharon Burks Horos 


Tel (312) 828-2149 


Fax (312) 828-6269 



BANK ONE, N.A., 

with its main office in Chicago, Illinois (as successor by merger
to Bank One, Utah, NA 

as a Senior Lender





                                                       By:        /s/ Mark F. Nelson  

                                                            Name:    Mark F. Nelson

                                                            Title:      Vice President



Address for Notices: 


Bank One, N.A. 


80 West Broadway, Suite
200 


Salt Lake City, Utah
84101 


Attn: Mark F. Nelson 


Tel (801) 481-5041 


Fax (801) 481-5351 







EACH OF THE UNDERSIGNED HEREBY
ACKNOWLEDGES AND CONSENTS TO THE FOREGOING, INCLUDING, WITHOUT LIMITATION, SECTION 3. EACH
OF THE UNDERSIGNED HEREBY CONSENTS TO THE RELEASE BY THE COLLATERAL AGENT TO THE
BENEFITTED PARTIES OF ANY INFORMATION PROVIDED TO OR OBTAINED BY THE COLLATERAL AGENT
UNDER OR IN CONNECTION WITH THE SECURITY DOCUMENTS. EACH OF THE UNDERSIGNED HEREBY
COVENANTS TO PAY TO THE COLLATERAL AGENT FROM TIME TO TIME REASONABLE REMUNERATION FOR ITS
SERVICES HEREUNDER AND WILL PAY OR REIMBURSE THE COLLATERAL AGENT UPON ITS REQUEST FOR ALL
REASONABLE EXPENSES, DISBURSEMENTS AND ADVANCES INCURRED OR MADE BY THE COLLATERAL AGENT
IN THE ADMINISTRATION OR EXECUTION OF THE COLLATERAL AGENCY HEREBY CREATED (INCLUDING THE
REASONABLE COMPENSATION AND THE DISBURSEMENTS OF ITS COUNSEL AND ALL OTHER ADVISERS AND
ASSISTANTS NOT REGULARLY IN ITS EMPLOY) BOTH BEFORE ANY DEFAULT HEREUNDER AND THEREAFTER
UNTIL ALL DUTIES OF THE COLLATERAL AGENT HEREUNDER SHALL BE FINALLY AND FULLY PERFORMED
EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE AS MAY ARISE OUT OF OR RESULT FROM THE
COLLATERAL AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE UNDERSIGNED HEREBY
AGREES TO PROVIDE TO EACH OF THE BENEFITTED PARTIES TRUE AND CORRECT COPIES OF ALL
NOTICES, CERTIFICATES, SCHEDULES AND OTHER INFORMATION PROVIDED TO THE COLLATERAL AGENT
PURSUANT TO THIS AGREEMENT AND THE SECURITY DOCUMENTS. 



NU SKIN ENTERPRISES, INC.



By:        /s/ D. Matthew Dorny 

     Name:    D. Matthew Dorny  

     Title:      Vice President 




NU SKIN INTERNATIONAL,
INC.

NU SKIN ENTERPRISES HONG KONG, INC.

NU SKIN TAIWAN, INC.

NU SKIN UNITED STATES, INC.

BIG PLANET, INC. 



By:        /s/ D. Matthew Dorny

     Name:    D. Matthew Dorny

     Title:       Vice President









NSE KOREA LTD., 

a Korean corporation domesticated under
under the laws of Delaware 



By:        /s/ Sung Tae Han  

     Name:    Sung Tae Han

     Title:      President, Representative Director and General Manager





Address for Notices:

 One
Nu Skin Plaza 


75
West Center Street

Provo, Utah 84601

Attention: General Counsel

Facsimile: (801) 345-6099 









EXHIBIT A 



Counterpart Amended
and Restated Collateral Agency and Intercreditor Agreement 



        IN
WITNESS WHEREOF, the undersigned has caused this Counterpart Amended and Restated
Collateral Agency and Intercreditor Agreement, dated as of ________, 20__ (this
“Counterpart”), to be duly executed and delivered by its duly authorized
officer. Upon execution and delivery of this Counterpart to Collateral Agent, the
undersigned shall be an Additional Benefitted Party under the Amended and Restated
Collateral Agency and Intercreditor Agreement and shall be as fully a party to the Amended
and Restated Collateral Agency and Intercreditor Agreement as if such Additional
Benefitted Party were an original signatory to the Amended and Restated Collateral Agency
and Intercreditor Agreement. 



[Name
of Additional Benefitted Party]




                                                          By:    

Name:


Title: 













A-1












EXHIBIT B 



Issuer Subsidiary
Counterpart  



        IN
WITNESS WHEREOF, the undersigned has caused this Issuer Subsidiary Counterpart, dated
as of ________, 20__ (this “Issuer Subsidiary Counterpart”), to be duly executed
and delivered by its duly authorized officer. Upon execution and delivery of this Issuer
Subsidiary Counterpart to Collateral Agent, the undersigned shall be an Issuer Subsidiary
under the Amended and Restated Collateral Agency and Intercreditor Agreement and shall be
deemed to acknowledge and consent to the Amended and Restated Collateral Agency and
Intercreditor Agreement, including without limitation Section 3 thereof, as if such Issuer
Subsidiary were an original signatory to the Amended and Restated Collateral Agency and
Intercreditor Agreement. 



[Name
of Issuer Subsidiary]

                                                          By: 

Name: 


Title: 










B-1