3rd Amendment to Credit Agreement with Bank One




THIRD AMENDMENT 



        THIS
THIRD AMENDMENT dated as of May 10, 2004 (this “Amendment”) amends the Credit
Agreement dated as of May 10, 2001 (as previously amended, the “Credit
Agreement”) among Nu Skin Enterprises, Inc. (the “Company”), various
financial institutions (the “Lenders”), Bank One, NA (“Bank One”), as
successor administrative agent (in such capacity, the “Administrative Agent”)
and, solely for purposes of Section 4, Bank of America, N.A. (“Bank of
America”), as resigning Administrative Agent and as assigning Lender. Terms defined
in the Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein. 



        WHEREAS,
the Company, the Lenders and the Administrative Agent have entered into the Credit
Agreement; and 



        WHEREAS,
the parties hereto desire to amend the Credit Agreement in certain respects as more fully
set forth herein; 



        NOW,
THEREFORE, the parties hereto agree as follows: 



        SECTION
1 Amendments. Subject to the satisfaction of the conditions precedent set forth in
Section 3, the Credit Agreement is amended as follows. 



        1.1        
Amendments to Definitions.



             (a)       
          The definition of “Business Day” is amended by replacing the reference
          to “Charlotte, North Carolina” with “Salt Lake City, Utah”. 



             (b)       
          The definition of “Commitment Amount” is amended in its entirety to
          read as follows: 





                Commitment
Amount means $25,000,000, as reduced from time to time pursuant to Section 6.1.1. 



             (c)       
          The definition of “Consolidated Net Worth” is amended in its entirety
          to read as follows: 



	  	        Consolidated
Net Worth means, at any time, (a) the consolidated stockholders’ equity of the
Company and the Restricted Subsidiaries, as defined according to GAAP, less (b) the sum of
(i) to the extent included in clause (a), all amounts attributable to minority
interests, if any, in the securities of Restricted Subsidiaries, and (ii) the amount by
which Restricted Investments exceed 20% of the amount determined in clause (a). 







             (d)       
          The definition of “Facility Termination Date” is amended by replacing
          the reference to “May 10, 2004” with “May 10, 2007". 



             (e)       
          The definition of “Prime Rate” is amended in its entirety to read as
          follows: 








        
        Prime Rate means a rate per
annum equal to the prime rate of interest announced by Bank One or its parent from time
to time (which is not necessarily the lowest rate charged to any customer), changing when
and as said prime rate changes.  




        1.2
        1
Amendments to Credit
Agreement to Reflect Bank One as Administrative Agent. 



             (a)
        
          Each reference to “Bank of America, N.A.” is replaced with “Bank
          One, NA”. 



             (b)
        
          Each reference to “Bank of America” is replaced with “Bank
          One”. 



             (c)
        
          Each reference to “New York time” is replaced with “Salt Lake
          City time”. 



        1.3
        
        Amendment to Section
6.1.2.  The text of Section 6.1.2 is deleted and replaced with "[RESERVED]". 



        1.4
        Amendment to Section
6.2(b).  The text of Section 6.2(b) is deleted and replaced with "[RESERVED]". 



        
1.5        
Deletion of Sections 9.17 and 10.1.9. Sections 9.17 (“Tax Shelter
Regulations”) and 10.1.9 (“Tax Shelter Documents”) are deleted in their
entirety. 



        1.6
         Amendments to Section
10.10.1.  Section 10.10 is amended as follows: 



             (a)       
          Section 10.10.1 is amended in its entirety to read as follows: 



	  	        
        10.10.1
Minimum Consolidated Net Worth. Not, at any time, permit Consolidated Net Worth to
be less than the sum of (i) $220,661,800, (ii) an aggregate amount equal to (a) 50% of
Consolidated Net Income (in each case, only if a positive number) earned in the fiscal
quarter ended March 31, 2004 and in each subsequent fiscal quarter to and including the
fiscal quarter ended December 31, 2005 and (b) 60% of Consolidated Net Income (in each
case, only if a positive number) for each complete fiscal quarter thereafter, unless
clause (iii) below is operative for any given fiscal quarter (in which case such
fiscal quarter shall be excepted from this clause (b)), (iii) for the fiscal
quarter ended March 31, 2006 and each fiscal quarter ended thereafter to the fiscal
quarter in which Total Indebtedness is first reduced to $120,000,000 or less, an aggregate
amount equal to 70% of Consolidated Net Income (in each case, only if a positive number)
earned in each such fiscal quarter and (iv) 50% of the net proceeds realized by the
Company and its Restricted Subsidiaries from (a) the sale of Equity Securities subsequent
to December 31, 2003, excluding issuances of Equity Securities upon the exercise of
employee stock options or rights under any employee benefit plans (excluding such exercise
by any Person that owns greater than 5% of the Equity Securities of the Company), (b)
issuances of Equity Securities in connection with acquisitions by the Company and its
Restricted Subsidiaries and (c) reissuances of up to $60,000,000 of treasury securities
purchased by the Company after December 31, 2003. 







             
(b)       
          The following new Section 10.10.3 is added in appropriate sequence: 





	  	        
        10.10.3        
Minimum Cash. Not (a) at any time from March 31, 2004 through September 30, 2004,
permit Available Cash to be less than $75,000,000 and (b) at any time from October 1, 2004
through December 31, 2005, permit Available Cash to be less than $90,000,000. For purposes
hereof “Available Cash” means the difference between (i) the amount of the
consolidated cash and cash equivalents of the Company and Restricted Subsidiaries and (ii)
the aggregate amount outstanding under revolving credit facilities on which the Company or
any Restricted Subsidiaries are obligated as borrowers or guarantors. 







        1.7
        Amendments to Schedules.
Schedules 1.1, 2.1 and 14.3 are replaced with Schedules 1.1, 2.1 and 14.3, respectively,
hereto.  



        SECTION
2         Warranties. The Company represents and warrants to the Administrative Agent and
the Lenders that (a) each warranty set forth in Section 9 of the Credit Agreement is true
and correct in all material respects as of the date of the execution and delivery of this
Amendment by the Company, with the same effect as if made on such date, (b) no Event of
Default or Unmatured Event of Default exists and (c) the Credit Agreement as amended
hereby constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally, and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). 



        SECTION
3          Effectiveness. The amendments set forth in Section 1 above shall
become effective on the date (the “Effective Date”) when the Administrative
Agent has received (i) a counterpart of this Amendment executed by the Company, Bank of
America and Bank One, (b) an amendment fee for the account of each Lender equal to 0.25%
of such Lender’s Commitment after giving effect hereto, (c) a Confirmation,
substantially in the form of Exhibit A, signed by the Company and each Subsidiary
Guarantor and (d) evidence of the payment of Bank of America’s Percentage of all
accrued and unpaid fees under the Credit Agreement. 



        SECTION
4         Resignation of Administrative Agent, Assignment of Commitment, etc. 



        4.1
        
Resignation of Administrative Agent and Issuing Lender. Bank of America hereby
resigns as Administrative Agent and Issuing Lender under the Credit Agreement. The Company
and the Lenders waive the 30-day notice of resignation required by Section 13.9 of the
Credit Agreement and accept such resignation effective upon the Effective Date. Effective
immediately upon the effectiveness of such resignation, the Required Lenders appoint Bank
One as Administrative Agent and Issuing Lender under the Credit Agreement, Bank One
accepts such appointment and the Company consents to such appointment. 



        4.2
        
Assignment of Commitment. Bank of America hereby assigns all of its Commitment to
Bank One, and Bank One hereby assumes all of Bank of America’s Commitment, in each
case effective upon the Effective Date. Upon such effectiveness, Bank of America shall
cease to be a party to the Credit Agreement and shall be released from all of its rights
and obligations thereunder (except for any rights arising under provisions of the Credit
Agreement that by their terms survive termination of the Credit Agreement). Bank One, as
successor Administrative Agent, Bank of America, as resigning Administrative Agent, and
(with respect to clause (a) below) the Company (a) waive delivery of any Assignment
Agreement in connection with the assignment described above and (b) waive payment of the
fee described in Section 14.9.1(ii)(z) in connection with such assignment. Bank One
acknowledges and agrees that Bank of America, as Administrative Agent and as assignor,
makes no representation or warranty about the creditworthiness of the Company or any other
party to the Credit Agreement or any other Loan Document or with respect to the legality,
validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document
or the value of any security therefor. 





        4.3
        
Existing Letters of Credit. The parties hereto agree that (a) on the Effective
Date, (i) Bank One shall replace Bank of America as Issuing Lender under the Credit
Agreement and (ii) Letters of Credit Nos. 7405491, 7405494, 7411170 and 7411767 issued by
Bank of America under the Credit Agreement (the “Existing Letters of Credit”)
shall be deemed to be issued by Bank of America in its individual capacity and shall no
longer be subject to the terms and provisions of the Credit Agreement; and (b) Bank One
and the Company will, as promptly as practicable after the Effective Date, use
commercially reasonable efforts to cause the Existing Letters of Credit to be replaced by
one or more Letters of Credit issued by Bank One under the Credit Agreement. 



      SECTION
5         Miscellaneous. 



        5.1
        
Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall remain
in full force and effect and is hereby ratified and confirmed in all respects. After the
effectiveness of this Amendment, all references in the Credit Agreement and the other Loan
Documents to “Credit Agreement” or similar terms shall refer to the Credit
Agreement as amended hereby. 



        5.2
        
Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed
to be an original but all such counterparts shall together constitute one and the same
Amendment. 



        5.3
        
Governing Law. This Amendment shall be a contract made under and governed by the
laws of the State of New York (without regard to principles of conflicts of laws, other
than Title 15 of Article 5 of the New York General Obligations Law). 



        5.4
        
Successors and Assigns. This Amendment shall be binding upon the Company, the
Lenders and the Administrative Agent and their respective successors and assigns, and
shall inure to the benefit of the Company, the Lenders and the Administrative Agent and
the respective successors and assigns of the Lenders and the Administrative Agent. 



        5.5
        
Pricing. Notwithstanding anything in the Credit Agreement to the contrary, from the
date hereof through the date on which the Company delivers a compliance certificate for
the Fiscal Year ending December 31, 2003 pursuant to Section 10.1.3 of the Credit
Agreement, the Floating Rate Margin, the Eurodollar/Yen LIBOR Margin, the Commitment Fee
Rate and the rate per annum applicable for Letter of Credit fees shall be determined by
reference to Level II on Schedule 1.1 of the Credit Agreement. 







        Delivered
as of the day and year first above written. 





	 	NU SKIN ENTERPRISES, INC



/s/  Ritch N. Wood

By:    Ritch Wood, Chief Financial Officer


BANK ONE, NA (successor by merger to Bank

One, Utah, NA), as Administrative Agent and as a

 Lender



By:      /s/  Stephen A. Cazier

Title:    First Vice President



Solely for purposes of Section 4:


BANK OF AMERICA, N.A.



/s/  Damel Denkar

By:        Damel Denkar

Title:    SVP


                    










Exhibit A 

CONFIRMATION 



Dated as of May 10, 2004 



	  	To:  	  	Bank
One, NA, individually and as Administrative Agent (as defined below), and the other
financial institutions party to the Credit Agreement             referred to below 






        Please
refer to (a) the Credit Agreement dated as of May 10, 2001 (the “Credit
Agreement”) among Nu Skin Enterprises, Inc., various financial institutions (the
“Lenders”) and Bank One, NA, as successor administrative agent (in such
capacity, the “Administrative Agent”); (b) the other “Loan Documents”
(as defined in the Credit Agreement), including the Guaranty and the Pledge Agreement; and
(c) the Third Amendment dated as of the date hereof to the Credit Agreement (the
“Amendment”). 



        Each
of the undersigned hereby confirms to the Administrative Agent and the Lenders that, after
giving effect to the Amendment and the transactions contemplated thereby, each Loan
Document to which such undersigned is a party continues in full force and effect and is
the legal, valid and binding obligation of such undersigned, enforceable against such
undersigned in accordance with its terms. 



	 	NU SKIN ENTERPRISES, INC.



By:    /s/  Ritch N. Wood

Ritch Wood, Chief Financial Officer



NU SKIN INTERNATIONAL, INC.

NU SKIN ENTERPRISES HONG KONG, INC.

NU SKIN TAIWAN, INC.

NU SKIN UNITED STATES, INC.

BIG PLANET, INC.

NSE KOREA LTD. (a Delaware corporation)


By:    /s/  D. Matthew Dorny

D. Matthew Dorny, Vice President & Secretary


NSE KOREA LTD. (a Korean corporation)



By:    /s/  Luke Yoo

Luke Yoo, President, Representative Director, and

General Manager



                    









SCHEDULE
1.1



PRICING SCHEDULE 



        The
Floating Rate Margin, the Eurodollar/Yen LIBOR Margin, the Commitment Fee Rate and the
rate per annum applicable for Letter of Credit fees, respectively, shall be determined in
accordance with the table below and the other provisions of this Schedule 1.1. 








		Level I
	Level II
	Level III

	Eurodollar/Yen LIBOR Margin and fee for standby Letters of Credit	 	1.250%	 	1.500%	 	1.750%	 
	Floating Rate Margin	 	0.250%	 	0.500%	 	0.750%	 
	Commitment Fee Rate	 	0.375%	 	0.500%	 	0.625%	 







        Level
I applies when the Leverage Ratio is less than 1.00 to 1.0. 



        Level II
applies when the Leverage Ratio is equal to or greater than 1.00 to 1.0 but less than 1.50
to 1.0. 



        Level
III applies when the Leverage Ratio is equal to or greater than 1.50 to 1.0. 



        The
applicable Level shall be adjusted, to the extent applicable, 45 days (or, in the case of
the last quarterly fiscal period of any fiscal year, 90 days) after the end of each
quarterly fiscal period, based on the Leverage Ratio as of the last day of such quarterly
fiscal period; provided that if the Company fails to deliver the financial
statements required by Section 10.1.1 or 10.1.2, as applicable, and the
related certificate required by Section 10.1.3 by the 45th day (or, if applicable,
the 90th day) after any quarterly fiscal period, Level III shall apply until such
financial statements are delivered. 







SCHEDULE 2.1 



LENDERS AND PERCENTAGES 




			
	Lender	 	Commitment	 	Percentage	 
	Bank One, NA	 	$25,000,000	 	100.000000000%	 










SCHEDULE 14.3 



ADDRESSES FOR NOTICES 



NU SKIN ENTERPRISES, INC. 



75 West Center Street

 One Nu Skin
Plaza

 Provo, Utah 54601

 Attention: Brian Lords 

Telephone: (801) 345-6014 

Facsimile: (801) 345-6099 



BANK ONE, NA, as
Administrative 

Agent, Issuing Lender and
Lender 



80 West Broadway, Suite
200
Salt Lake City, Utah 84101

Attention: Steve Cazier

Telephone: (801) 481-5139

Facsimile: (801) 481-5351