EX-10.1



 







Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT

Dated as of May 25, 2006




     This SECOND AMENDMENT TO CREDIT AGREEMENT (together with all Exhibits, Schedules and Annexes
hereto, this “Amendment”) is among GNC CORPORATION (f/n/a General Nutrition Centers Holding
Company), a Delaware corporation (“Holdings”), GENERAL NUTRITION CENTERS, INC., a Delaware
corporation (the “Borrower”), the several banks and other financial institutions or
entities from time to time party to the Credit Agreement referred to below (the “Lenders”),
and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”).



PRELIMINARY STATEMENTS:




     A. The Borrower, Holdings, the Lenders, the Administrative Agent and Lehman Brothers Inc. and
J.P. Morgan Securities Inc., as Arrangers, are parties to a Credit Agreement, dated as of December
5, 2003 (as amended and together with all Annexes, Exhibits and Schedules thereto, the “Credit
Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement); and



     B. The Borrower has requested that the Required Lenders amend certain provisions of the Credit
Agreement and the Lenders have agreed to such proposed amendments, subject to the terms and
conditions contained herein.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions
set forth in Section 2 hereof, the Credit Agreement is amended as follows:




          (a) The following new definitions are hereby added to Section 1.1 of the Credit
Agreement in the appropriate alphabetical order:





          “Current Interest Period”: as defined in Section 2.2.




          “Second Amendment”: the Second Amendment to this Agreement, dated as of May
25, 2006.




          “Second Amendment Effective Date”: the “Second Amendment Effective Date”, as
defined in the Second Amendment.




          “Tranche C Term Loan”: as defined in Section 2.1.




          “Tranche C Term Loan Commitment”: as to any Tranche C Term Loan Lender, the
obligation of such Lender, if any, to make a Term Loan to the Borrower hereunder, in a
principal amount not to exceed the amount set forth under the heading “Tranche C Term Loan
Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by
such Lender or in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms hereof;
provided that the original aggregate amount of the Tranche C Term Loan Commitments is
$95,923,358.60.



 









 






          “Tranche C Term Loan Lender”: each Lender that has a Tranche C Term Loan
Commitment or which is the holder of a Tranche C Term Loan.




          “Tranche C Term Loan Facility”: as defined in the definition of “Facility”
in this Section 1.1.




          “Tranche C Term Loan Percentage”: as to any Tranche C Term Loan Lender at
any time, the percentage which the aggregate principal amount of such Lender’s Tranche C
Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche C
Term Loans then outstanding.



          (b) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:





          “Applicable Margin”: for each Type of Loan under each Facility, the rate per
annum set forth opposite such Facility under the relevant column heading below:



	 	 	 	 	 
	 	 	Base Rate	 	Eurodollar
	 	 	Loans	 	Loans
	Revolving Credit Facilities
(including Swing Line Loans)
	 	2.00%	 	3.00%
	Tranche B Term Loan Facility
	 	2.00%	 	3.00%
	Tranche C Term Loan Facility
	 	1.75%	 	2.75%







provided, that on and after the first Adjustment Date occurring after the completion
of two full fiscal quarters of the Borrower after the Closing Date (or, with respect to the
Tranche C Term Loans, the Second Amendment Effective Date), the (a) Applicable Margins with
respect to Revolving Credit Loans and Swing Line Loans will be determined pursuant to the
Pricing Grid, (b) the Applicable Margin with respect to the Tranche B Term Loans shall be
adjusted to 2.75% with respect to Eurodollar Loans and 1.75% with respect to Base Rate Loans
(i) on such Adjustment Date and (ii) on any subsequent Adjustment Date, in each case, if the
financial statements relating to such Adjustment Date demonstrate that the Consolidated
Leverage Ratio is less than 3.00 to 1.00, with such adjustment to become effective on the
date on which the relevant financial statements are delivered to the Lenders pursuant to
Section 6.1 and to remain in effect until the next adjustment and (c) the Applicable Margin
with respect to the Tranche C Term Loans shall be adjusted to 2.50% with respect to
Eurodollar Loans and 1.50% with respect to Base Rate Loans (i) on such Adjustment Date and
(ii) on any subsequent Adjustment Date, in each case, if the financial statements relating
to such Adjustment Date demonstrate that the Consolidated Leverage Ratio is less than 3.00
to 1.00, with such adjustment to become effective on the date on which the relevant
financial statements are delivered to the Lenders pursuant to Section 6.1 and to remain in
effect until the next adjustment.



          (c) The definition of “Available Cash” in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:





          “Available Cash”: (a) cash amounts available to the Borrower for Indenture
Restricted Payments under Section 4.07 of the Senior Subordinated Note Indenture as in
effect on the First Amendment Effective Date and (b) the Net Cash Proceeds of any issuance
of Capital Stock.



2









 





          (d) The definition of “Commitment” contained in Section 1.1 of the Credit Agreement
is hereby amended to insert the phrase “the Tranche C Term Loan Commitment” immediately after the
phrase “the Tranche B Term Loan Commitment,”.




          (e) The definition of “Excluded Equity” contained in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety.




          (f) The definition of “Facility” contained in Section 1.1 of the Credit Agreement is
hereby amended (i) to re-letter clause (b) as clause (c) and (ii) to insert the following new
clause (b): “, (b) the Tranche C Term Loan Commitments and the Tranche C Term Loans made
thereunder (the “Tranche C Term Loan Facility”)”.




          (g) The definition of “Interest Period” contained in Section 1.1 of the Credit
Agreement is hereby amended to insert the phrase “or the Tranche C Term Loans” immediately after
the phrase “the Tranche B Term Loans” in clause (b) thereof.




          (h) The definition of “Term Loan Facility” contained in Section 1.1 of the Credit
Agreement is hereby amended to insert the phrase “and the Tranche C Term Loan Facility, as
applicable” immediately after the phrase “the Tranche B Term Loan Facility”.




          (i) The definition of “Term Loan Lenders” contained in Section 1.1 of the Credit
Agreement is hereby amended to insert the phrase “and the Tranche C Term Loan Lenders, as
applicable” immediately after the phrase “the Tranche B Term Loan Lenders”.




          (j) The definition of “Term Loans” contained in Section 1.1 of the Credit Agreement
is hereby amended to insert the phrase “and the Tranche C Term Loans, as applicable” immediately
after the phrase “the Tranche B Term Loans”.




          (k) Section 2.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





          2.1 Term Loan Commitments. Subject to the terms and conditions hereof, the
Tranche B Term Loan Lenders severally agree to make term loans (each, a “Tranche B Term
Loan”) to the Borrower on the Closing Date in an amount for each Tranche B Term Loan
Lender not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and the
Tranche C Term Loan Lenders severally agree to make term loans (each, a “Tranche C Term
Loan”) to the Borrower on the Second Amendment Effective Date in an amount for each
Tranche C Term Loan Lender not to exceed the amount of the Tranche C Term Loan Commitment of
such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans,
as determined by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.13.



          (l) Section 2.2 of the Credit Agreement is hereby amended by inserting the following
additional language at the end thereof:





          The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which
Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York
City time, not less than one Business Day prior to the anticipated Second Amendment
Effective Date) requesting that the Tranche C Term Loan Lenders make the Tranche C Term
Loans on the Second Amendment Effective Date and specifying the amount to be borrowed. Upon
receipt of
such Borrowing Notice the Administrative Agent shall promptly notify each Tranche C
Term Loan



3









 






Lender thereof. Not later than 12:00 Noon, New York City time, on the Second
Amendment Effective Date each Tranche C Term Loan Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to
the Tranche C Term Loan to be made by such Lender; provided, however, that,
at the option of each Tranche C Term Loan Lender that holds a Tranche B Term Loan
immediately prior to giving effect to the Second Amendment and notwithstanding Section 2.18,
all or a portion of the aggregate amount of such Tranche B Term Loans of such Tranche C Term
Loan Lender may be converted to Tranche C Term Loans in satisfaction of the foregoing
funding requirement. Subject to the immediately preceding sentence and notwithstanding
Section 2.18, the Administrative Agent shall use the amounts made available to the
Administrative Agent by the Tranche C Term Loan Lenders to repay the amounts due under the
Tranche B Term Loans outstanding on the Second Amendment Effective Date. Notwithstanding
anything to the contrary in this Agreement, the Interest Period and respective Eurodollar
Rate in effect on the Second Amendment Effective Date in respect of the Tranche B Term Loans
outstanding on the Second Amendment Effective Date that are being converted to Tranche C
Term Loans on the Second Amendment Effective Date (the “Current Interest Period”)
will continue to be in effect for such Term Loans following the Second Amendment Effective
Date, and, notwithstanding the definition of “Interest Period,” the initial Interest Period
of any new Tranche C Term Loan funded on the Second Amendment Effective Date will end on the
last day of the Current Interest Period, the Eurodollar Rate applicable during such initial
Interest Period to any such new Term Loans will be the same as the Eurodollar Rate in effect
on the Second Amendment Effective Date in respect of the Tranche B Term Loans that are being
converted and, as of the Second Amendment Effective Date (and notwithstanding the definition
of “Eurodollar Tranche”), all Tranche C Term Loans will be deemed to be within the same
Eurodollar Tranche.



          (m) Section 2.3 of the Credit Agreement is hereby amended by inserting the following
additional language at the end thereof:





          The Tranche C Term Loan of each Tranche C Term Loan Lender shall mature in 15
consecutive quarterly installments, commencing on June 30, 2006, each of which shall be in
an amount equal to such Lender’s Tranche C Term Loan Percentage multiplied by the amount set
forth below opposite such installment:



	 	 	 	 	 
	Installment	 	Principal Amount
	June 30, 2006
	 	$	245,328.28	 
	September 30, 2006
	 	$	245,328.28	 
	December 31, 2006
	 	$	245,328.28	 
	March 31, 2007
	 	$	245,328.28	 
	June 30, 2007
	 	$	245,328.28	 
	September 30, 2007
	 	$	245,328.28	 
	December 31, 2007
	 	$	245,328.28	 
	March 31, 2008
	 	$	245,328.28	 
	June 30, 2008
	 	$	245,328.28	 
	September 30, 2008
	 	$	245,328.28	 
	December 31, 2008
	 	$	245,328.28	 
	March 31, 2009
	 	$	23,306,186.88	 
	June 30, 2009
	 	$	23,306,186.88	 
	September 30, 2009
	 	$	23,306,186.88	 
	December 5, 2009
	 	$	23,306,186.88	 






4









 






          (n) Section 2.12(a) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





          (a) Unless the Required Lenders shall otherwise agree, if Indebtedness is incurred by
Holdings, the Borrower or any of its Subsidiaries (other than Excluded Debt), then no later
than one Business Day after the date of such incurrence, an amount equal to 100% of the Net
Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with
accrued interest thereon) and or the permanent reduction of the Revolving Credit
Commitments, in each case as set forth in Section 2.12(d). The provisions of this Section
do not constitute a consent to the incurrence of any Indebtedness by Holdings, the Borrower
or any of its Subsidiaries.



          (o) Section 2.18(a) of the Credit Agreement is hereby amended to insert the phrase
“, Tranche C Term Loan Percentages” immediately after the phrase “Tranche B Term Loan Percentages”.




          (p) Section 7.5 of the Credit Agreement is hereby amended by (i) deleting “and’ at
the end of subsection (k) thereof, (ii) inserting “; and” in lieu of the period at the end of
subsection (l) thereof and (iii) inserting the following at the end thereof:




          (m) the offer and sale by Holdings of its Capital Stock.




          (q) Section 7.6 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





          7.6 Limitation on Restricted Payments. Declare or pay any dividend on (other
than dividends payable solely in common stock of the Person making the dividend so long as
the ownership interest of any Guarantor in such Person is not diluted), or make any payment
on account of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings,
the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of Holdings, the Borrower or any of its Subsidiaries
(collectively, “Restricted Payments”), except that (a) the Borrower and its
Subsidiaries may make Indenture Restricted Payments and (b) Holdings may make Restricted
Payments with the proceeds of any Indenture Restricted Payments received by it and Holdings
may make additional Restricted Payments with Available Cash to the extent such cash has not
been used to make Investments pursuant to Sections 7.8(i), (l), (m) or (p), Capital
Expenditures pursuant to Section 7.7(c) or other Restricted Payments pursuant to this
Section 7.6, or to pay, prepay, repurchase, redeem or defease the Senior Subordinated Notes
pursuant to Section 7.9(a), in each case, so long as (i) no Event of Default has occurred
and is continuing or would occur as a result of the making of such Restricted Payment and
(ii) the Borrower would be in pro forma compliance with Section 7.1 as if such Restricted
Payment had been made on the first day of the most recently ended fiscal quarter of the
Borrower.



          (r) Section 10.2 of the Credit Agreement is hereby amended to delete the notice
address for Skadden, Arps, Slate, Meagher & Flom, LLP included therein and insert the following in
lieu thereof:



Gardere Wynne Sewell LLP

1601 Elm Street, Suite 3000

Dallas, TX 75201-4761

Attention: Ronald M. Gaswirth

Telecopy: 214-999-3601




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Telephone: 214-999-4601



2. Conditions to Effectiveness. The effectiveness of the amendments contained in Section
1 of this Amendment are conditioned upon satisfaction of the following conditions precedent (the
date on which all such conditions precedent have been satisfied being referred to herein as the
“Second Amendment Effective Date” which shall be determined by the date upon which the
Administrative Agent delivers to the Borrower counterparts of this Amendment executed by the
Administrative Agent):




          (a) the Administrative Agent shall have received signed written authorization from
the Required Lenders to execute this Amendment, and shall have received counterparts of this
Amendment signed by each of the Borrower, Holdings and the Administrative Agent;




          (b) the Administrative Agent shall have received counterparts of the consent of the
Guarantors attached hereto as Annex I (the “Consent”) executed by each of the Guarantors;




          (c) each of the representations and warranties in Section 3 below shall be true and
correct in all material respects on and as of the Second Amendment Effective Date;




          (d) the Administrative Agent shall have received payment in immediately available
funds of all expenses incurred by the Administrative Agent (including, without limitation, legal
fees) reimbursable under the Credit Agreement and for which invoices have been presented;




          (e) the Administrative Agent shall have received (i) commitments from banks and
other financial institutions with respect to the Tranche C Term Loans in an aggregate principal
amount equal to $95,923,358.60 and (ii) as applicable (x) a fully executed Lender Addendum in the
form attached hereto as Annex II with respect to each such bank or other financial institution
committing to fund such Tranche C Term Loans (and pursuant to which on the Second Amendment
Effective Date such bank or other financial institution shall become a Tranche C Term Loan Lender,
for all purposes under the Credit Agreement) or (y) a fully executed Conversion Notice in the form
attached hereto as Annex III with respect to each Tranche B Term Lender irrevocably electing to
convert its Tranche B Term Loans (and pursuant to which on the Second Amendment Effective Date the
outstanding principal amount of Tranche B Term Loans held by such Lender shall convert into Tranche
C Term Loans) (it being agreed and understood that delivery of a fully executed Conversion Notice
by a Lender shall be deemed to constitute an authorization by such Lender directing the
Administrative Agent to execute this Amendment);




          (f) the Administrative Agent shall be satisfied that, simultaneously with the
borrowing of the Tranche C Term Loans on the Second Amendment Effective Date, the Tranche B Term
Loans will be converted into Tranche C Term Loans or repaid in full by the Borrower; and




          (g) the Administrative Agent shall have received such other documents, instruments,
certificates, opinions and approvals as it may reasonably request.



3. Representations and Warranties. Each of the Borrower and Holdings represents and
warrants jointly and severally to the Administrative Agent and the Lenders as follows:




          (a) Authority. Each of the Borrower and Holdings has the corporate or other
organizational power and authority, and the legal right, to make, deliver and perform this
Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended
hereby). Each of the Guarantors has the corporate or other organizational power and authority, and
the legal right, to make and deliver the Consent. The execution, delivery and performance (i) by
the Borrower and Holdings of this Amendment and the Credit Agreement (as amended hereby) and the
transactions contemplated hereby and




6









 







thereby and (ii) by the Guarantors of the Consent, in each
case, have been authorized by all necessary corporate or other action of such Person. No material
consent or authorization of, filing with, notice to or other act by or in respect of, any
governmental Authority or any other Person is required in connection with the execution, delivery,
performance, validity or enforceability of this Amendment or the Consent.




          (b) Enforceability. Each of the Consent, this Amendment, and, after giving
effect to this Amendment, the Credit Agreement and the other Loan Documents has been duly executed
and delivered on behalf of each Loan Party that is party thereto. Each of the Consent, this
Amendment and the Credit Agreement as amended hereby (i) constitutes a legal, valid and binding
obligation of each Loan Party hereto, enforceable against each such Loan Party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law) and (ii) is in full force and effect. Neither the execution, delivery or performance of the
Consent or this Amendment or the performance of the Credit Agreement (as amended hereby), nor the
performance of the transactions contemplated hereby or thereby, will adversely affect the validity,
perfection or priority of the Administrative Agent’s Lien on any of the Collateral or its ability
to realize thereon. This Amendment is effective to amend the Credit Agreement as provided therein.




          (c) Representations and Warranties. After giving effect to this Amendment,
the representations and warranties contained in the Credit Agreement and the other Loan Documents
(other than any such representations and warranties that, by their terms, are specifically made as
of an earlier date) are true and correct in all material respects on and as of the date hereof as
though made on and as of the date hereof.




          (d) No Conflicts. Neither the execution, delivery and performance of the
Consent, this Amendment, nor the performance of and compliance with the terms and provisions hereof
or of the Credit Agreement (as amended hereby) by any Loan Party will, at the time of such
performance, (a) violate any Requirement of Law or any material Contractual Obligation of any Loan
Party (including, without limitation, the Senior Subordinated Note Indenture) or (b) result in, or
require, the creation or imposition of any Lien (other than Liens created by the Loan Documents) on
any of their respective properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation.




          (e) No Default. Both before and after giving effect to this Amendment, no
event has occurred and is continuing that constitutes a Default or Event of Default.



4. Reference to and Effect on Credit Agreement.




          (a) Upon and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement as amended hereby. This Amendment is a Loan Document.




          (b) Except as specifically amended above, the Credit Agreement and the other Loan
Documents are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents
and all of the Collateral described therein do and shall continue to secure the payment of all
Obligations under and as defined therein.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of any Secured Party
under




7









 








any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or
amendment of any provision of any of the Loan Documents.



5. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
shall be effective as delivery of a manually executed counterpart of this Amendment.



6. Severability. Any provision of this Amendment that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



7. Governing Law. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.




[Signature pages follow]




8









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.,
	 	 	as Administrative Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Ritam Bhalla

	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ritam Bhalla
	 

	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	GENERAL NUTRITION CENTERS INC., as Borrower
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark L. Weintrub

	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark L. Weintrub
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Legal Officer
	 
	 	 	 	 	 	 
	 	 	GNC CORPORATION
(f/n/a General Nutrition Centers Holding Company)
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark L. Weintrub

	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark L. Weintrub
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Legal Officer






 









 






ANNEX I




CONSENT OF GUARANTORS




     Each of the undersigned is a Guarantor of the Obligations of the Borrower under the Credit
Agreement and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding
the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned
Guarantors are not impaired or affected and all guaranties given to the holders of Obligations and
all Liens granted as security for the Obligations continue in full force and effect, and (c)
confirms and ratifies its obligations under the Guarantee and Collateral Agreement and each other
Loan Document executed by it. Capitalized terms used herein without definition shall have the
meanings given to such terms in the Amendment to which this Consent is attached or in the Credit
Agreement referred to therein, as applicable.



     IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of
Guarantors as of May 25, 2006.



[Signature pages follow]




 









 








	 	 	 	 	 	 	 
	 	 	GENERAL NUTRITION CENTERS, INC.
	 	 	GENERAL NUTRITION, INCORPORATED
	 	 	GENERAL NUTRITION CORPORATION
	 	 	NUTRA MANUFACTURING, INC. (f/k/a Nutricia Manufacturing
USA, Inc.)
	 	 	GNC FRANCHISING, LLC (f/k/a GNC Franchising, Inc.)
	 	 	GENERAL NUTRITION INTERNATIONAL, INC.
	 	 	GENERAL NUTRITION INVESTMENT COMPANY
	 	 	GENERAL NUTRITION SYSTEMS, INC.
	 	 	GENERAL NUTRITION DISTRIBUTION COMPANY
	 	 	GNC CANADA LIMITED (f/k/a GNC, Limited)
	 	 	GNC (CANADA) HOLDING COMPANY
	 	 	INFORMED NUTRITION, INC.
	 	 	GENERAL NUTRITION GOVERNMENT SERVICES, INC.
	 	 	GN INVESTMENT, INC.
	 	 	NUTRA SALES
CORPORATION (f/k/a General Nutrition Sales Corporation)
	 	 	GNC US DELAWARE, INC.
	 	 	GNC CORPORATION
(f/n/a General Nutrition Centers Holding Company)
	 	 	GENERAL NUTRITION COMPANIES, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark L. Weintrub

	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark L. Weintrub
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Legal Officer
	 

	 	 	 	 	 	for each of the above named Loan Parties
	 	 	 
	 	 	GENERAL NUTRITION DISTRIBUTION, L.P.
	 	 	By: General Nutrition,
Incorporated, its general partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark L. Weintrub

	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark L. Weintrub
	 

	 	 	 	Title:
	 	Senior Vice President and Chief Legal Officer






 









 






ANNEX II




LENDER ADDENDUM




     Reference is made to the Credit Agreement, dated as of December 5, 2003 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among GNC Corporation (f/n/a General Nutrition Centers Holding Company), a Delaware corporation,
General Nutrition Centers, Inc., a Delaware corporation, as the Borrower, the several banks and
other financial institutions or entities from time to time parties thereto as Lenders, Lehman
Brothers Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book runners,
JPMorgan Chase Bank, as syndication agent, and Lehman Commercial Paper Inc., as administrative
agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.



     Upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 10.17 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having
the Commitment set forth in Schedule 1 hereto, effective as of the Second Amendment Effective Date.



     THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



     This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



[Signature page to follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this 25th day of May,
2006.



	 	 	 	 	 
	 	 	Name of Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






	 	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	GNC CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	GENERAL NUTRITION CENTERS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	LEHMAN COMMERCIAL PAPER INC., as	 	 
	Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






 









 






COMMITMENTS AND NOTICE ADDRESS




	 	 	 	 	 	 	 
	1.

	 	Name of Lender:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Notice Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	Facsimile:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	2.	 	Tranche C Term Loan Commitment:	 	 






 









 






ANNEX III




CONVERSION NOTICE




     Reference is made to (a) Credit Agreement dated as of December 5, 2003 (as amended from
time to time prior to the date hereof, the “Credit Agreement”), among GNC Corporation
(f/n/a General Nutrition Centers Holding Company), General Nutrition Centers Holding
Company, General Nutrition Centers, Inc. (the “Borrower”), the banks and other financial
institutions and entities from time to time party thereto (the “Lenders”), Lehman
Commercial Paper Inc., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), and the other persons party thereto and (b) the proposed Second
Amendment to the Credit Agreement (the “Second Amendment”). Capitalized terms used but not
otherwise defined herein are used with the meanings attributed thereto in the Credit Agreement.



     The undersigned Lender hereby irrevocably and unconditionally elects to convert
$___of the outstanding principal amount of the Tranche B Term Loan held by such Lender
into a Tranche C Term Loan (as defined in the Second Amendment) in a principal amount equal to the
amount of the Tranche B Term Loan converted hereby, effective only if, and only as and when the
Second Amendment becomes effective in accordance with its terms.



     This Conversion Notice shall be governed by, and construed and interpreted in accordance with,
the laws of the state of New York.



     This Conversion Notice may be executed by the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.



     IN WITNESS WHEREOF, the parties hereto have caused the Conversion Notice to be duly executed
and delivered by their proper and duly authorized officers as of this 25th day of May,
2006.



	 	 	 	 	 
	 	 	 
	 	 	Name of Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title: