ex10-10.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    October
1, 2009

    


    


    NU
SKIN ENTERPRISES, INC.

    One Nu
Skin Plaza

    75 West
Center Street

    Provo,
Utah 84601

    Attention:
Chief Financial Officer

    


    Re:           Consent to Covenant
Compliance - Note Purchase Agreement dated as of

    October 12,
2000

    


    Ladies
and Gentlemen:

    


    Reference
is made to (a) the Note Purchase Agreement, dated as of October 12, 2000 (as
amended
or otherwise modified from time to time, the "Agreement"), by and between Nu
Skin Enterprises,
Inc., a Delaware corporation (the "Company"), and The Prudential Insurance
Company
of America  "Prudential"), and (b) the Private Shelf Agreement, dated as of
October
1, 2009 (the "2009 Agreement"), by and between the Company and each Issuer
Subsidiary
(as defined therein) which becomes party thereto, on the one hand, and
Prudential Investment
Management, Inc. ("PIM") and each Prudential Affiliate (as defined therein)
which becomes
party thereto, on the other hand.  Capitalized terms not defined
herein shall have the meanings
given to such terms in the Agreement.

    


    Pursuant
to the request of the Company and Section 17.1 of the Agreement,
Prudential agrees
that:

    


    1.           The
Company shall be deemed to be in compliance with or in default under (as
the case
may be) Section 9 (Affirmative Covenants) other than Sections 9.6 by
being in
compliance with or in default under (as the case may be) Section 9 (Affirmative
Covenants) of the of the 2009 Agreement as the same may be
amended
from time to time with the written consent of Prudential and the required
holders
of notes thereunder. No termination of the 2009 Agreement in whole or
in part
shall affect the continued application hereunder of Section 9 thereof and,
upon the
written request of either the Required Holders of the Notes or the Company,
Section 9 of the Agreement shall be amended to restate such section in
substantially
the same form as then existing in Section 9 of the 2009 Agreement.

    


    2.           The
Company shall be deemed to be in compliance with or in default under
(as the case
may be) Section 10 (Negative Covenants) by being in compliance with or
in
default under (as the case may be) Section 10 (Negative Covenants) of the of the
2009 Agreement as the same may be amended from time to time with the written
consent of Prudential and the required holders of notes
thereunder.  No termination
of the 2009 Agreement in whole or in part shall affect the continued
application
hereunder of Section 10 thereof and, upon the written request of either
the
Required Holders of the Notes or the Company, Section 10 of the Agreement
shall be
amended to restate such section in substantially the same form as then
existing
in Section 10 of the 2009 Agreement.

    


    This
document may be executed in multiple counterparts, which together shall
constitute a single
document.

    


    This
letter agreement shall be construed and enforced in accordance with, and the
rights of the
parties shall be governed by, the internal laws of the State of New York,
excluding choice-of-law principles of the law of such state that would require
the application of the laws of a

    jurisdiction
other than such state.

    


    [Signature
pages follow.]

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Sincerely,

    


    THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA

    


    By: /s/
Iris Krause

    Its: Vice
President

    


    Accepted
and agreed to, effective

    the date
first appearing above:

     

     

    
 

    NU
SKIN ENTERPRISES, INC.,

    a
Delaware corporation

     

    By: 
/s/ Brian R. Lords

    Vice President and Treasurer

     

    
 

    The
undersigned Subsidiary Guarantors

    hereby
consent and agree to the

    foregoing,
and to each previous

    amendment
to the Note Purchase Agreement,

    dated as
of October 12, 2000.

    


    NU
SKIN ENTERPRISES HONG KONG,

    INC., a Delaware
corporation

    NU
SKIN INTERNATIONAL, INC.,

    a Utah
corporation

    NU
SKIN TAIWAN, INC.,

    a Utah
corporation

    NU
SKIN ENTERPRISES UNITED STATES,

    INC., a Delaware
corporation

    NSE
PRODUCTS, INC.,

    a
Delaware corporation

    NU
SKIN ASIA INVESTMENT, INC.,

    a
Delaware corporation

     

    By: /s/
D. Matthew Dorny

    Vice President