Exhibit 10.11 NSE 2003 Form 10-K Second Amendment to Credit Agree with BofA





SECOND AMENDMENT 



        THIS
SECOND AMENDMENT dated as of October 22, 2003 (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”) and Bank of America, N.A., as
administrative agent (in such capacity, the “Administrative Agent”). 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 Section 1.1.



         (a)       
          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, plus (b) to the
extent funded with the proceeds of a debt offering and cash and not with the proceeds of
any equity issuance, the amount (not to exceed $150,000,000) paid by the Company in the
fourth quarter of 2003 for repurchases of its outstanding common stock, less (c) 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). 







         (b)       
          The following new definition of “Equity Securities” is added to
          Section 1.1 in appropriate sequence: 



	  	        Equity
Securities of any Person means (a) all common stock, Preferred Stock, participations,
shares, partnership interests, membership interests or other equity interests in and of
such Person (regardless of how designated and whether or not voting or non-voting), and
(b) all warrants, options and other rights to acquire any of the foregoing. 







        1.2    
Amendment to Section 2.2.2. Section 2.2.2 is amended by adding the following
sentence at the end thereof: “Each written borrowing notice shall be in the form of
Exhibit G with appropriate insertions.” 









        1.3    
Addition of New Section 9.17. The following new Section 9.17 is added to the Credit
Agreement in appropriate sequence: 



	  	        9.17
Tax Shelter Regulations. The Company does not intend to treat the Loans and/or the
Letters of Credit and related transactions as being a “reportable transaction”
(within the meaning of Treasury Regulation Section 1.6011-4). If the Company determines to
take any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. If the Company so notifies the Administrative Agent, the
Company acknowledges that any Lender may treat its Loans and/or its interest in Letters of
Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1,
and such Lender will maintain the lists and other records required by such Treasury
Regulation. 







        1.4    
     Addition of New Section 10.1.8.  The following new Section 10.1.8 is added to the
Credit Agreement in appropriate sequence: 



	  	        10.1.8
Tax Shelter Documents. Promptly after the Company has notified the Administrative
Agent of any intention by the Company to treat the Loans and/or the Letters of Credit and
related transactions as being a “reportable transaction” (within the meaning of
Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
successor form. 







        1.5    
     Amendment to Section 10.10.1. 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) $271,935,200, (ii) an aggregate amount equal to 60% of
Consolidated Net Income (but, in each case, only if a positive number) earned in (a) the
six months ended December 31, 2000, and (b) unless clause (iii) below is operative
for any given fiscal quarter (in which case such fiscal quarter shall be excepted from
this clause (ii)), each complete fiscal quarter thereafter, (iii) for the fiscal
quarter ended December 31, 2003 and each fiscal quarter ended thereafter to but not
including 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 to the
extent 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 the sale of Equity
Securities subsequent to June 30, 2000, excluding issuances of Equity Securities upon
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), issuances of Equity Securities in connection with acquisitions by the Company
and its Restricted Subsidiaries and reissuances of up to $60,000,000 of treasury
securities purchased by the Company after October 12, 2000, so long as not purchased in
the fourth quarter of 2003. 












        1.6    
Amendment to Section 12.1.10. Section 12.1.10 is amended by deleting the reference
to “Administrative Agent” therein and substituting “Collateral Agent”
therefor. 



        1.7    
     Addition of Exhibit.  A new Exhibit G is added to the Credit Agreement in the form
of Exhibit G hereto. 



        SECTION
2     Warranties. The Company represents and warrants to the Administrative Agent and
the Lenders that, after giving effect to the effectiveness hereof, (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, and (b) no Event of Default or Unmatured Event of Default
exists. 



        SECTION
3      Effectiveness. The amendments set forth in Section 1 above shall
become effective when the Administrative Agent has received (i) counterparts of this
Amendment executed by the Company and the Required Lenders and (ii) a Confirmation,
substantially in the form of Exhibit A, signed by the Company and each Subsidiary
Guarantor. 



      SECTION
4    Miscellaneous.



        4.1    
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. 



        4.2    
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. 



        4.3    
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). 



        4.4    
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. 



        4.5    
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. 










        4.6    
Certain Matters regarding NSE Korea Ltd. The Company, the Lenders and the
Administrative Agent acknowledge that, notwithstanding the execution and delivery by NSE
Korea Ltd., a Korean corporation domesticated under the laws of Delaware, of a counterpart
of the Subsidiary Guaranty, certain laws and/or regulations in Korea may make the
Subsidiary Guaranty (or certain provisions thereof) unenforceable with respect to NSE
Korea Ltd. in Korea and/or restrict the ability of NSE Korea Ltd. to make payments under
the Subsidiary Guaranty. Accordingly, the Lenders and the Administrative Agent agree that
(a) no representation or warranty (i) made by NSE Korea Ltd. in Section 3.2 or 3.3 of the
Subsidiary Guaranty or (ii) made by the Company in Section 9.2 or 9.5 of the Credit
Agreement shall be deemed to be false or incorrect to the extent that such representation
or warranty would be true absent the application of Korean laws and/or regulations; and
(b) no Event of Default or Unmatured Event of Default shall occur under Section 12.1.9 of
the Credit Agreement as a result of the Subsidiary Guaranty not being valid and
enforceable under any Korean law or regulation. In consideration of the foregoing, the
Company agrees that it will use reasonable commercial efforts to give to, and maintain in
favor of, the Collateral Agent, for the ratable benefit of the Lenders and the other
Senior Secured Creditors, a valid and perfected first priority Lien on and security
interest in all of the stock NSE Korea Ltd. (and, if such pledge is obtained, the Company
will deliver to the Lenders and the other Senior Secured Creditors appropriate documents
of the types described in the second sentence of Section 10.8(a) of the Credit Agreement). 







Delivered
as of the day and year first above written. 



NU SKIN ENTERPRISES, INC. 


/s/  Ritch N. Wood

By:     Ritch N. Wood

Title:  Chief Financial Officer



BANK OF AMERICA, N.A., 
as Administrative Agent and as a Lender


/s/  Sharon Burks Horos

By:     Sharon Burks Horos

Title:  Vice President


BANK ONE, NA with its main office in Chicago, Illinois
 (successor by merger to Bank One, Utah,
NA) 



/s/  Mark F. Nelson

By:     Mark F. Nelson

Title:  Vice President









Exhibit A 



CONFIRMATION 



Dated as of October 22,
2003 



	To:  	  	Bank
of America, N.A., 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 of America, N.A., as administrative agent (the
“Administrative Agent”); (b) the other “Loan Documents” (as defined in
the Credit Agreement), including the Guaranty and the Pledge Agreement; and (c) the Second
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

Name:  Ritch N. Wood

Title:    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.



By:        /s/  D. Matthew Dorny

Name:  D. Matthew Dorny

Title:    Vice President



NSE KOREA LTD.




By:        /s/  Luke Yoo

Name:  Luke Yoo

Title:    Representative Director and General Manager
 






EXHIBIT G 



Form of Loan Notice 



Bank of America N.A.,
    as
Administrative Agent for the Lenders 



Ladies and Gentlemen: 



The undersigned, Nu Skin Enterprises,
Inc. (the “Company”), refers to the Credit Agreement dated as of May 10,
2001 (as amended, modified, restated or supplemented from time to time, the
“Credit Agreement”), among the Company, the Lenders, and Bank of America,
N. A., as Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Credit Agreement. 



	1. 	  	The
Company hereby requests (select one):  


___ a Loan borrowing                   
         ___ a Loan conversion or continuation








	2.  	  	on
_______________________ (which is a Business Day)
        
          (date)  






	3.  	  	in
the amount of  $_______________________  






	4.  	  	comprised
of _______________________  
        (Type of Loan: Floating Rate Loan, Yen LIBOR Loan or
Eurodollar Loan)  






	5.  	  	with
an Interest Period of _____ months
 (if Yen LIBOR Loan or Eurodollar Loan)  






In accordance with the requirements
of Section 11.2.2, the Company hereby reaffirms the representations and warranties
set forth in the Credit Agreement as provided in clause (a) of Section 11.2.1, and
confirms that the matters referenced in clauses (b) and (c) of such Section are true
and correct. 



NU SKIN ENTERPRISES, INC.


By:

Name:

Title: