EX-4.1



 





Exhibit 4.1




CONDITIONAL NOTICE OF REDEMPTION




BY GNC CORPORATION

OF ALL OF ITS OUTSTANDING

12% SERIES A EXCHANGEABLE PREFERRED STOCK



To the Record Holders of the 12% Series A Exchangeable Preferred Stock of GNC Corporation (the
“Company”):




     NOTICE IS HEREBY GIVEN that, subject to and conditioned on the closing of the Notes Offering
(as defined below), pursuant to Section 5 of the Amended and Restated Certificate of Designations,
Preferences, and Relative, Participating, Optional and other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions thereof of 12% Series A Exchangeable Preferred Stock
of GNC Corporation (the “Certificate”), the Company intends to exercise its option to
redeem in whole all of the issued shares of 12% Series A Exchangeable Preferred Stock, par value
$0.01 per share (the “Series A Preferred Stock”), on a date on or after December 3, 2006,
but not later than January 1, 2007 (such date, the “Redemption Date”) at the redemption
price of $1,068.57 per share, plus an amount in cash equal to all accumulated dividends as of the
Redemption Date.



     As of the date of this Conditional Notice of Redemption, the Company has announced that GNC
Parent Corporation (“Parent”), a newly formed holding company that controls the Company,
intends to offer in a private placement, subject to market conditions, $325 million in aggregate
principal amount of floating rate senior PIK notes due 2011 (the “Notes Offering”). Parent
intends to use a portion of the proceeds of the Notes Offering to purchase additional common stock
of the Company, which the Company then intends to use, together with cash on hand, to redeem all of
the Series A Preferred Stock as described above, with the Redemption Date to occur following the
closing of the Notes Offering and on or about December 4, 2006. Prior to the Redemption Date, the
Company will notify each record holder of the Series A Preferred Stock receiving this Conditional
Notice of Redemption of the date of the closing of the Notes Offering and the final Redemption Date
(the “Closing Notice”). Unless the Company does not make the redemption payment described
under the Certificate, dividends on the Series A Preferred Stock called for redemption shall cease
to accumulate upon redemption. If the closing of the Notes Offering shall not occur on or before
January 1, 2007, the Company will issue a subsequent notice to the record holders of the Series A
Preferred Stock withdrawing this Conditional Notice of Redemption or constituting a new Conditional
Notice of Redemption.



     For a holder of the Series A Preferred Stock to receive payment for the shares to be redeemed,
the holder must surrender such shares to the Company’s transfer agent for the Series A Preferred
Stock, LaSalle Bank, whose address is 135 South LaSalle Street, Suite 1946, Chicago, IL 60603. The
Closing Notice will contain further instructions regarding the redemption payment and the
surrendering of the shares of the Series A Preferred Stock. If the closing of the Notes Offering
does not occur, the Series A Preferred Stock shall not be redeemed.



	 	 	 	 	 	 
	November 3, 2006	 	GNC CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Fortunato
	 

	 	 	 	 
	 

	 	 	 	Joseph Fortunato

President and Chief Executive Officer