ex10-32.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 - Private Shelf Agreement dated as of August 26,
2003

    


    Ladies
and Gentlemen:

    


    Reference
is made to (a) the Private Shelf Agreement, dated as of August 26, 2003 (as
amended
or otherwise modified from time to time, the "Agreement"), by and between Nu
Skin Enterprises,
Inc., a Delaware corporation (the "Company") and each Issuer
Subsidiary (as

    defined
therein) which becomes party thereto, on the one hand, and Prudential Investment
Management,
Inc. ("Prudential") and
each Prudential Affiliate (as defined therein) which becomes
party thereto, on the other hand, 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 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
and the
holders of Notes (which include the holders of the Series A Senior Notes, Series
B Senior
Notes, Series C Senior Notes, Series D Senior Notes, Series E Senior Notes, the
Series EE

    Senior
Notes and Series F Senior Notes) agree 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, 9.7
and 9.9
thereof 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 
ay 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,

    


    PRUDENTIAL
INVESTMENT MANAGEMENT, INC.

    


    


    By:  /s/
Iris Krause

    Its:  Vice
President

    


    THE
PRINCIPAL INSURANCE COMPANY OF AMERICA

    


    


    By: /s/
Iris Krause

    Its: Vice
President

    


    PRUCO
LIFE INSURANCE COMPANY

    


    


    By: /s/
Iris Krause

    Its: Vice
President

    


    BAYSTATE
INVESTMENTS, LLC

    Prudential
Private Placement Investors, L.P.,

    as
Investment Advisor

    By:
Prudential Private Placement Investors,

    Inc.,
General Partner

    


    


    By: /s/
Iris Krause

    Its: Vice
President

    


    GOLDEN
AMERICAN LIFE INSURANCE COMPANY

    Prudential
Private Placement Investors, L.P.,

    as
Investment Advisor

    By:
Prudential Private Placement Investors,

    Inc.,
General Partner

    


    


    By: /s/
Iris Krause

    Its: Vice
President

    


    PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY

    By:
Prudential Investment Management,

    Inc.,
Investment Manager

    


    


    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

    Name:  Brian
R. Lords

    Title: VP-Treasurer

    


    The
undersigned Subsidiary Guarantors

    hereby
consent and agree to the

    foregoing,
and to each previous

    amendment
to the Private Shelf Agreement,

    dated as
of August 26,2003.

    


    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

    Name: D.
Matthew Dorny

    Title:
Vice President