EX-10.6



 Exhibit 10.6 

Execution Version 

JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (this “Agreement”), dated as of October 11, 2013, is entered into between VITAMIN SHOPPE
GLOBAL, INC., a Delaware corporation (the “New Subsidiary”), JPMORGAN CHASE BANK, N.A., in its capacity as Agent (“Agent”), under that certain Amended and Restated Loan and Security Agreement dated as
of January 20, 2011, by and among VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Company”), VS DIRECT INC., a Delaware corporation (“VS Direct”), VITAMIN SHOPPE MARINER, INC., a Delaware
corporation (“VS Mariner” and collectively with the Company and VS Direct, the “Borrowers”, and each individually, a “Borrower”), the Guarantors party thereto, Agent and the
financial institutions from time to time party thereto as “Lenders” (as the same may be amended, modified, extended, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. 
 The New Subsidiary and Agent, for the benefit
of the Secured Parties, hereby agree as follows: 
 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the New Subsidiary will be deemed to be a “Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower thereunder as if the New Subsidiary executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement applicable to a Borrower, including, without limitation, (a) all of the representations
and warranties of the Borrower and each Guarantor set forth in Section 8 of the Credit Agreement, and (b) all of the covenants set forth in Section 7 and Section 9 of the Credit Agreement. Without limiting the generality of the
foregoing terms of this paragraph 1, the New Subsidiary (i) is hereby made a party to the Credit Agreement and the other Financing Agreements as a Borrower thereunder with the same force and effect as if originally named therein as a
Borrower and the New Subsidiary hereby jointly and severally assumes and agrees to pay and perform all obligations of a Borrower under the Credit Agreement and each of the other Financing Agreements, (ii) hereby jointly and severally agrees to
pay in full the Obligations as set forth in Section 2.7 of the Credit Agreement, (iii) hereby expressly assumes all obligations and liabilities of a Borrower under the Credit Agreements and hereby assigns and transfers to Agent, and hereby
grants to Agent pursuant to Section 5 of the Credit Agreement, for the ratable benefit of the Secured Parties, a security interest in the Collateral now owned or hereafter acquired by the New Subsidiary. 

2. The New Subsidiary hereby represents and warrants that each of the representations and warranties contained in Section 8 of the Credit
Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Agreement and the other documents executed in connection with this Agreement, including, without limitation, that certain Second Amendment
to Amended and Restated Loan Agreement and First Amendment to Existing Guarantees dated as of the date hereof by and among the Borrowers, Vitamin Shoppe, Inc., JPMorgan Chase Bank, N.A., as agent, and the other financial instiutions party thereto as
lenders) as if made on and as of such date except to the extent that such representations and warranties are expressly made as of a particular date, in which case such representations and warranties were true and correct as of such date. 







 3. If required, the New Subsidiary is, simultaneously with the execution of this Agreement,
executing and delivering such Financing Agreements (and such other documents and instruments), including, without limitation, an executed Guarantee, as requested by Agent in accordance with the Credit Agreement. 

4. The address of the New Subsidiary for purposes of Section 13.3 of the Credit Agreement is as follows: 

Vitamin Shoppe Global, Inc. 
 2101
91st Street 
 North Bergen, New Jersey 070407 

Attn: Chief Financial Officer (or with respect to notices of default only, General Counsel) 

Telephone No: (201) 624-3000 

Telecopy No. (201) 868-0727 

5. The New Subsidiary hereby waives acceptance by Agent and the Secured Parties of the obligations of the New Subsidiary upon the execution of
this Agreement by the New Subsidiary. 
 6. This Agreement 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 by facsimile or other electronic transmission shall be effective as originals. 

7. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. 
 [Signature Pages Follow] 

  
 2 








 Execution Version 

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit
of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 
  

			
	VITAMIN SHOPPE GLOBAL, INC., a Delaware corporation
		
	By:	 	 
	Name:	 	Anthony N. Truesdale
	Title:	 	President









 
			
	Acknowledged and accepted:
	
	JPMORGAN CHASE BANK, N.A., as Agent
		
	By:	 	 
	Name:	 	Nisha Gupta
	Title:	 	Authorized Officer



  
 [SIGNATURE
PAGE TO JOINDER AGREEMENT – VITAMIN SHOPPE GLOBAL, INC.]