EXHIBIT
10.15


 


SIXTH AMENDMENT TO CREDIT AGREEMENT


 


THIS SIXTH
AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is made and entered into by and
between USANA Health Sciences, Inc., a Utah corporation (“Borrower”) and Bank
of America, N.A., a national banking association (“Bank”).


 


Recitals


 


A.    Borrower and Bank are parties to that certain Credit Agreement
dated March 26, 2001, as amended by that certain letter agreement dated
January 25, 2002, by that certain First Amendment to Credit Agreement
dated as of April 17, 2002, by that certain letter agreement dated
May 8, 2002, by that certain letter agreement dated July 23, 2002 and
by that certain Second Amendment to Credit Agreement dated as of
August 21, 2002, by that certain Third Amendment to Credit Agreement dated
as of December 27, 2002, by that certain Consent and Fourth Amendment to
Credit Agreement dated as of July 8, 2003 and by that certain Fifth
Amendment to Credit Agreement dated as of September 1, 2003 (as amended or
otherwise modified, the “Credit Agreement”) pursuant to which, among other
things, Bank made available a revolving line of credit in the amount of
$10,000,000.


 


B.    Borrower has requested that Bank amend the Credit Agreement to
permit Borrower to purchase, retire, or redeem additional amounts of its
capital stock, which Bank has agreed to do on the terms and conditions herein
contained.


 


NOW THEREFORE, in consideration of the foregoing,
Borrower and Bank agree as follows:


 


Agreement


 


1.     DEFINED TERMS. 
Capitalized terms not otherwise defined herein shall have the meanings
given in the Credit Agreement.


 


2.     AMENDMENTS TO CREDIT AGREEMENT. 
Section 9.6 and Section 9.7 of the Credit Agreement are
amended and restated to read as follows:


 


9.6      Capital Structure.  Purchase, retire, or
redeem any of its capital stock or otherwise effect any change in Borrower’s
capital structure, except that:


 


(a)   at any time during the period commencing
May 8, 2002 and ending December 31, 2003, Borrower may purchase,
retire, or redeem its capital stock in an aggregate amount not to exceed
(i) $20,000,000 minus (ii) the cumulative amount of
cash dividends paid by Borrower on its capital stock during such period; and


 


(b)   during any fiscal year commencing on or after
January 1, 2004, Borrower may purchase, retire, or redeem its capital
stock in an aggregate amount not to exceed (i) $10,000,000 minus
(ii) the cumulative amount of cash dividends paid by Borrower on its
capital stock during such fiscal year.


 


9.7      Dividends.  Declare or pay any
dividend on any class of Borrower’s capital stock, except that:


 


(a)   Borrower may declare or pay dividends payable
in the form of its capital stock;


 


(b)   at any time during the period commencing
May 8, 2002 and ending December 31, 2003, Borrower may declare and
pay dividends in an aggregate amount not to exceed (i) $20,000,000 minus
(ii) the cumulative amount of its capital stock that Borrower purchased,
retired, or redeemed during such period; and


 


(c)   during any fiscal year commencing on or after
January 1, 2004, Borrower


 

















 


may declare and pay
dividends in an aggregate amount not to exceed (i) $10,000,000 minus
(ii) the cumulative amount of its capital stock that Borrower purchased,
retired, or redeemed during such period.


 


3.     CONDITIONS TO EFFECTIVENESS. 
Notwithstanding anything contained herein to the contrary, this
Amendment shall not become effective until each of the following conditions is
fully and simultaneously satisfied:


 


(a)   Delivery of Amendment.  Borrower and Bank shall have executed and
delivered counterparts of this Amendment to each other;


 


(b)   Corporate Authority.  Bank shall have received such evidence of
corporate authority and action as Bank shall request demonstrating that the
execution, delivery and performance of this Amendment has been duly authorized
by Borrower;


 


(c)   Consent of Guarantor.  Wasatch Product Development, Inc., a Utah
corporation, shall have executed the subjoined Consent of Guarantor;


 


(d)   Representations True; No Default.  The representations of Borrower as set forth
in Article 7 of the Credit Agreement shall be true on and as of the date
of this Amendment with the same force and effect as if made on and as of this
date.  No Event of Default and no event
which, with notice or lapse of time or both, would constitute an Event of
Default, shall have occurred and be continuing or will occur as a result of the
execution of this Amendment; and


 


(e)   Other Documents.  Bank shall have received such other
documents, instruments, and undertakings as Bank may reasonably request.


 


4.     REPRESENTATIONS AND WARRANTIES. 
Borrower hereby represents and warrants to Bank that each of the
representations and warranties set forth in Article 7 of the Credit
Agreement is true and correct in each case as if made on and as of the date of
this Amendment and Borrower expressly agrees that it shall be an additional
Event of Default under the Credit Agreement if any representation or warranty
made hereunder shall prove to have been incorrect in any material respect when
made.


 


5.     NO FURTHER AMENDMENT. 
Except as expressly modified by this Amendment, the Credit Agreement and
the other Loan Documents shall remain unmodified and in full force and effect
and the parties hereby ratify their respective obligations thereunder.


 


6.     RESERVATION OF RIGHTS. 
Borrower acknowledges and agrees that the execution and delivery by Bank
of this Amendment shall not be deemed to create a course of dealing or
otherwise obligate Bank to forbear or execute similar amendments under the same
or similar circumstances in the future.


 


7.     MISCELLANEOUS.


 


(a)   Entire Agreement.  This Amendment comprises the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements, representations or
commitments.


 


(b)   Counterparts.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
Agreement.


 


(c)   Governing Law.  This Amendment and the rights and
obligations of the parties hereto shall be construed and interpreted in
accordance with the internal laws of the State of Washington.


 


EXECUTED AND DELIVERED by the duly authorized officers
of the parties as of the date first above written.


 


2

















 


Dated as of
December 1, 2003.


 


	
  Borrower:

  	
  Bank:  

  
	
   

  	
   

  
	
  USANA HEALTH SCIENCES, INC.

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Gilbert A. Fuller

  	
   

  	
  /s/ Mark N. Crawford

  	
   

  
	
  Gilbert A. Fuller, SVP & CFO

  	
  Mark N. Crawford, Senior Vice President

  
				



 


 


CONSENT OF GUARANTOR


 


Wasatch Product Development, Inc., a Utah corporation
(“Guarantor”) is a guarantor of the indebtedness, liabilities and obligations
of USANA Health Sciences, Inc., a Utah corporation (“Borrower”), under that
certain Credit Agreement between Bank of America, N.A., a national banking
association (“Bank”), and Borrower dated March 26, 2001 (as amended or
otherwise modified, the “Credit Agreement”) and the other Loan Documents
referred to in the within and foregoing Sixth Amendment to Credit Agreement
(“Amendment”).  Guarantor hereby
acknowledges that it has received a copy of the Amendment and hereby consents
to its contents.  Guarantor hereby
confirms that its guarantee of the obligations of Borrower remains in full
force and effect, and that the obligations of Borrower under the Credit
Agreement and the other Loan Documents shall include the obligations of
Borrower under the Credit Agreement and the other Loan Documents as amended by
the Amendment.


 


Dated as of
December 1, 2003.


 


	
  Guarantor:

  	
   

  
	
   

  	
   

  
	
  WASATCH PRODUCT DEVELOPMENT, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Gilbert A.Fuller

  	
   

  	
   

  
	
   Gilbert A. Fuller, Treasurer

  	
   

  
				



 


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