1st Amendment to Credit Agreement





FIRST AMENDMENT



        THIS
FIRST AMENDMENT dated as of December 14, 2001 (this “Amendment”)
amends the Credit Agreement dated as of May 10, 2001 (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 shall be amended as follows. 


1.1     
    Amendment to
Preamble. The second “WHEREAS” clause is restated in its entirety
to read as follows: 


	 	        WHEREAS,
the Lenders are willing to extend commitments to make Loans to, and to issue or
participate in letters of credit issued for the account of, the Company
hereunder for the purposes provided herein and on the terms and subject to the
conditions set forth herein. 






    
    1.2         
Amendments to Definitions.



    
    (a)        
      The definition of "Eurodollar Loan" is amended
 in its entirety to read as follows:


	 	    
    Eurodollar
Loan means any Loan denominated in US Dollars which bears interest at a rate
determined by reference to the Eurodollar Rate (Reserve Adjusted). 






        (b)
         
Clause (c) of the definition of “Interest Period” is amended by
inserting the words “Dollar Equivalent” before the phrase
“principal amount of all Yen LIBOR Loans and Eurodollar Loans”
contained therein. 







    
    (c)        
  The definition of "Stated Amount" is amended in its
entirety to read as follows:


	 	
Stated Amount means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate Dollar Equivalent amount available for
drawing thereunder at any time during the then ensuing term of such Letter of
Credit under any and all circumstances, plus the aggregate Dollar Equivalent
amount of all unreimbursed payments and disbursements under such Letter of
Credit.





     
       (d)         
  Clause   (b)  of  the   definition   of  "Total
Outstandings"  is amended in its  entirety  to read as follows:  "the  aggregate
Stated Amount of all Letters of Credit".


1.3     
    Addition of New
Section 1.3. A new Section 1.3 is added to the Credit Agreement in
appropriate numerical sequence to read as follows: 


	 	    
    1.3        
Currency Fluctuations. For purposes of calculating usage under Section
5 and the Total Outstandings as of any date (except as set forth in
Sections 6.2(c) and 11.2.1(d)), (a) the Dollar Equivalent amount
of each Yen LIBOR Loan shall be calculated (i) during the first year following
the Signing Date, using the Spot Rate of Exchange as in effect on the Signing
Date, and (ii) during each year thereafter, using the Spot Rate of Exchange as
in effect on the most-recent annual anniversary of the Signing Date (or if such
day is not a Business Day, on the next succeeding Business Day), and (b) the
Stated Amount of each Letter of Credit denominated in a currency other than
Dollars shall be calculated (i) on the date of the issuance thereof, (ii) on
each date on which the Stated Amount of such Letter of Credit is changed, (iii)
on each date on which the Commitment Amount is reduced pursuant to Section
6.1, or (iv) on any other date requested by the applicable Issuing Lender,
in each case based upon the Spot Rate of Exchange for such date. 






    
    1.4         
 Amendment to
Section 2.1.2. Clause (b)(ii) of Section 2.1.2 is amended by inserting the
words “Dollar Equivalent” before the phrase “principal amount of
all outstanding Loans” contained therein. 


    
    1.5        
  Amendment to Section 2.3.1.  The second sentence of
Section 2.3.1 is amended in its entirety to read as follows:


	 	
Each such notice shall be accompanied by an L/C Application, duly executed by the
Company (together with any Subsidiary for the account of which the related
Letter of Credit is to be issued) and in all respects satisfactory to the
Administrative Agent and the applicable Issuing Lender, together with such other
documentation as the Administrative Agent or such Issuing Lender may 



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reasonably request in support thereof, it being understood that each L/C Application shall
specify, among other things, the date on which the proposed Letter of Credit is
to be issued, the amount (which shall be denominated in Dollars or any other
foreign currency (i) as to which a Dollar Equivalent may be readily calculated,
(ii) which is readily available, freely transferable and convertible into
Dollars and (iii) has been agreed to by the Issuing Lender), whether such Letter
of Credit is to be transferable in whole or in part and the expiration date of
such Letter of Credit (which shall not be later than the Termination Date and
shall not result in the aggregate Stated Amount of all Letters of Credit
scheduled to be outstanding after any date on which the Commitment Amount is
scheduled to be reduced pursuant to Section  6.1(d), plus the
aggregate Dollar Equivalent principal amount of all Yen LIBOR Loans and
Eurodollar Loans having Interest Periods ending after such date, to exceed the
Commitment Amount scheduled to be in effect at the close of business on such
date).





    
    1.6         
 Amendment to
Section 5.1. The second sentence of Section 5.1 is amended by inserting the
words “Dollar Equivalent” before the phrase “principal amount of
all outstanding Loans” contained therein. 


    
    1.7        
 Amendments to
Section 5.3. Section 5.3 is amended by (a) inserting the words “Dollar
Equivalent” immediately before the phrase “undrawn amount of such
standby Letter of Credit” contained in clause (a) of that section and (b)
inserting the words “Dollar Equivalent” immediately after the phrase
“the greater of 0.125% of the” contained in clause (b) of that
section. 


    
    1.8        
  Amendments to Section 6.2.  Section 6.2 is amended as follows:


    
    (a)        
      Clause (a) is restated in its entirety to read as follows:


	 	   
     (a)        
Voluntary Prepayments. The Company may from time to time prepay the Loans
in whole or in part; provided that the Company shall give the
Administrative Agent (which shall promptly advise each Lender) notice thereof
not later than 11:00 A.M., New York time, (i) in the case of Floating Rate
Loans, on the day of such prepayment, (ii) in the case of Yen LIBOR Loans, at
least five Business Days prior to the date of such prepayment, and (iii) in the
case of Eurodollar Loans, at least three Business Days prior to the date of such
prepayment, in each case specifying the Loans to be prepaid and the date (which
shall be a Business Day) and amount of prepayment. Each partial prepayment of
Floating Rate Loans and Eurodollar Loans shall be in an aggregate principal
amount of $1,000,000 or an integral multiple thereof and each partial prepayment
of Yen LIBOR Loans shall be in an aggregate principal amount of ¥100,000,000
or an integral multiple thereof. After giving effect to any partial prepayment,
each borrowing of Yen LIBOR Loans and Eurodollar Loans shall be in the
applicable amount required for a Group pursuant to Section 2.2.1. 






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    (b)         
      The heading of clause (b) is restated in its entirety to read "Mandatory Prepayments Resulting
 from Commitment Reductions".


    
             (c)        
      Clause "(c)" is redesignated as clause "(d)".


    
        (d)        
      A new clause (c) is added to Section 6.2 to read as follows:


	 	   
     (c)
Mandatory Prepayments Resulting from Currency Fluctuations. If, as of the
last Business Day of any month, the Total Outstandings (calculated (i) with
respect to Yen LIBOR Loans, using the Spot Rate of Exchange for such day and
(ii) with respect to Letters of Credit, as provided in Section 1.3(b))
exceed 110‰ of the Commitment Amount, (x) the Administrative Agent shall
promptly notify the Company and (y) the Company shall, within seven Business
Days following the receipt of such notice, prepay Loans by the amount of such
excess (rounded upward, if necessary, to an integral multiple of (A) in the case
of Floating Rate Loans and Eurodollar Loans, $1,000,000 and (B) in the case of
Yen LIBOR Loans, ¥100,000,000). 






1.9     
    Addition of New
Section 11.2.1(d). A new Section 11.2.1(d) is added to the Credit Agreement
in appropriate sequence to read as follows: 


	 	   
     (d)        
after giving effect to any borrowing made and any Letter of Credit issued during
the period beginning on the date that a prepayment is required pursuant to
Section  6.2(c) and ending on the immediately following May 10, the Total
Outstandings (calculated (i) with respect to Yen LIBOR Loans, using the Spot
Rate of Exchange for the date such prepayment was required and (ii) with respect
to Letters of Credit, as provided in Section 1.3(b)) shall not exceed the
Commitment Amount. 






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 shall have 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. 



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    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. 




















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             Delivered as of the day and year first above written.




NU SKIN ENTERPRISES, INC.



By  /s/  Corey B. Lindley

Title  CFO, Executive Vice President






BANK OF AMERICA, N.A., as Administrative

 Agent and as a
Lender



By  /s/  Gretchen Spoo


Title  Principal






BANK ONE, NA with its main office in Chicago,

 Illinois (successor by merger to Bank

One, Utah, NA)




By  /s/  Mark F. Nelson

Title  Vice President



















S-1







Exhibit A


CONFIRMATION



                                           Dated as of December 14, 2001


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 First Amendment dated as of December 14, 2001 to the
Credit Agreement (the “First Amendment”). 


    
       Each  of  the  undersigned  hereby  confirms  to  the
Administrative  Agent and the Lenders  that,  after  giving  effect to the First
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/  Corey B. Lindley

  Name:  Corey B. Lindley

  Title:  CFO, Vice President




  NU SKIN INTERNATIONAL, INC.

  NU SKIN HONG KONG, INC.

  NU SKIN TAIWAN, INC.

  NU SKIN UNITED STATES, INC.




By:  /s/  Corey B. Lindley

  Name:  Corey B. Lindley

  Title:  CFO, Vice President