FIRST AMENDMENT TO CREDIT AGREEMENT



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of November 28, 2011, by and between NATURAL ALTERNATIVES INTERNATIONAL, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). 

RECITALS 

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower
and Bank dated as of December 1, 2010, as amended from time to time (“Credit Agreement”). 
 WHEREAS, Bank and
Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. 
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows: 

1. Section 1.1. (a) is hereby amended by deleting “November 1, 2012” as the last day on which Bank will make advances
under the Line of Credit Note, and by substituting for said date “November 1, 2013,” with such change to be effective upon the execution and delivery to Bank of a promissory note dated as of November 28, 2011 (which promissory note
shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change. 

2. Section 1.2. (c) is herby deleted in its entirety, and the following substituted therfefor: 

“(c) Annual Fee. Borrower shall pay to Bank an annual non-refundable commitment fee for the Line of Credit
equal to Twelve Thousand Five Hundred Dollars ($12,500.00), which fee shall be due and payable in full on each December 1. 

3. In consideration of the changes set forth herein and as a condition to the effectiveness hereof, immediately upon signing this
Amendment Borrower shall pay to Bank a non-refundable fee of $12,500.00. 
 4. Except as specifically provided herein, all terms
and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall
be read together, as one document. 
 5. Borrower hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit 

  
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Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. 

 

									
		 		 		 	WELLS FARGO BANK,
	NATURAL ALTERNATIVES	 		 	   NATIONAL ASSOCIATION
	INTERNATIONAL, INC.	 		 		 	
		 		 		 	By:	 	 /s/ Alyssa A. Pearson

	By:	 	 /s/ Mark A. LeDoux
	 		 		 	Alyssa A. Pearson,
		 	 Mark A. LeDoux,
 Chairman,
Chief Executive Officer
	 		 		 	Senior Relationship Manager
					
	By:	 	 /s/ Kenneth E. Wolf
	 		 		 	
		 	 Kenneth E. Wolf,
 Chief
Financial Officer, Secretary
	 		 		 	


  
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