FIRST AMENDMENT
THIS FIRST
AMENDMENT dated as of May 10, 2001 (this "Amendment") amends the
Collateral Agency and Intercreditor Agreement dated as of October
12, 2000 (the "Intercreditor Agreement") among STATE STREET BANK
AND TRUST COMPANY OF CALIFORNIA, N.A., as Collateral Agent, THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Senior Noteholder, and
ABN AMRO BANK N.V., as Senior Lender. Unless otherwise defined
herein, capitalized terms used herein have the respective meanings
assigned to them in the Intercreditor Agreement.
WHEREAS, the
parties hereto have entered into the Intercreditor Agreement with
respect to certain obligations of Nu Skin Enterprises, Inc. and
certain of its Subsidiaries; and
WHEREAS, in
anticipation of Bank of America, N.A. and Bank One, NA becoming
parties to the Intercreditor Agreement, the parties hereto desire
to amend the Intercreditor Agreement as set forth below,
NOW,
THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:
SECTION
1 AMENDMENTS . The Intercreditor Agreement is
amended as follows:
1.2 Recitals E and F
are amended in their entirety to read as follows:
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“E. The
Company may enter into additional note purchase agreements and/or
credit agreements with investors and/or lenders which become
parties to this Agreement, may enter into one or more interest rate
swaps or collars, foreign currency exchange agreements, equity swap
agreements, commodity price protection agreements or interest rate,
currency exchange, equity price or commodity price hedging
arrangements (any such agreement or arrangement, a “
Hedging Agreement ”) with persons or entities which
become parties to this Agreement and may incur obligations (“
Cash Management Obligations”) in respect of overdrafts
or related liabilities or in connection with treasury, depositary
or cash management services, including in connection with automated
clearing house transfers of funds, to persons or entities which
become parties to this Agreement (any such investor, lender or
other party, together with the lenders and other parties referred
to in the next sentence, the “ Additional
Creditors”; and the obligations of the Company under any such
agreement or arrangement or in respect of any such overdrafts or
related liabilities or any such services, the “ Additional
Company Obligations ”), and such Additional Company
Obligations may be guaranteed by one or more of the Subsidiary
Guarantors pursuant to one or more guaranties (the “
Additional Subsidiary Guaranties ”). In addition, one
or more Subsidiary Guarantors may become direct obligors (in
respect of loans, reimbursement obligations relating to Letters of
Credit, Hedging Agreements and/or Cash Management Obligations) to
persons or entities which become parties to this Agreement and
therefore are Additional Creditors, and the obligations of such
Subsidiary Guarantors to such lenders or other parties (the “
Direct Subsidiary Obligations ” and, together
with the Additional Company Obligations, the “ Additional
Obligations ”) may be guaranteed by the Company and the
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