LOAN AGREEMENT

THIS LOAN AGREEMENT (this “ Agreement ”) is made and entered into as of the 18th day of August, 2009, by and among SCHIFF NUTRITION GROUP, INC., a Utah corporation (“ Borrower ”), and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders under this Agreement (in such capacity, the “ Agent ”).

WHEREAS, Borrower has applied for a revolving credit facility from the Lenders in the aggregate amount of up to $80,000,000 (including a swingline subfacility thereunder from U.S. Bank National Association in the principal amount of up to $10,000,000 and a letter of credit subfacility thereunder from U.S. Bank National Association in the principal amount of up to $10,000,000); and

WHEREAS, the Lenders are willing to make the revolving credit facility available to Borrower upon, and subject to, the terms, provisions and conditions of this Agreement as hereinafter set forth,

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, the Lenders and the Agent hereby mutually covenant and agree as follows:

Section 1.                          DEFINITIONS .

1.01   Definitions .  In addition to the terms defined elsewhere in this Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires):

ABR Loan shall mean any Loan or any portion of any Loan bearing interest based on the Adjusted Base Rate.

Acquisition shall mean any transaction or series of related transactions, consummated on or after the date of this Agreement, by which Borrower or any Subsidiary directly or indirectly (a) acquires all or substantially all of the assets comprising one or more business units of any other Person, whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least (i) a majority (in number of votes) of the stock and/or other securities of a corporation having ordinary voting power for the election of directors (other than stock and/or other securities having such power only by reason of the happening of a contingency), (ii) a majority (by percentage of voting power) of the outstanding partnership interests of a partnership or (iii) a majority of the ownership interests in any organization or entity other than a corporation or partnership.

Adjusted Base Rate shall mean on any day the Base Rate plus the Applicable ABR Margin in effect on such day.  The Adjusted Base Rate shall be adjusted automatically on and as of the effective date of any change in the Base Rate and/or the Applicable ABR Margin.

Adjusted Daily LIBOR Rate shall mean with respect to each day the rate determined by dividing the Daily LIBOR Rate in effect on such day by 1.00 minus the LIBOR Reserve Percentage.

Affiliate shall mean any Person (a) which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with Borrower or any Subsidiary, (b) which directly or indirectly through one or more intermediaries beneficially owns or holds or has the power to direct the voting power of Five Percent (5.0%) or

more of any class of capital stock or other equity interests of Borrower or any Subsidiary, (c) which has Five Percent (5.0%) or more of any class of its capital stock or other equity interests beneficially owned or held, directly or indirectly, by Borrower or any Subsidiary or (d) who is a director, officer, manager or employee of Borrower or any Subsidiary.  For purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Agent shall mean U.S. Bank National Association in its capacity as agent for the Lenders under this Agreement and certain of the other Transaction Documents and its successors in such capacity.

Applicable ABR Margin, Applicable LIBOR Margin, Applicable Unused Commitment Fee Rate and Applicable Standby Letter of Credit Commitment Fee Rate shall respectively mean the per annum rate shown in the applicable column below based on the applicable Consolidated Total Leverage Ratio:

The determination of the Applicable ABR Margin, the Applicable LIBOR Margin, the Applicable Unused Commitment Fee Rate and the Applicable Standby Letter of Credit Commitment Fee Rate as of any date shall be based on the Consolidated Total Leverage Ratio as of the end of the most recently ended fiscal quarter of Borrower for which financial statements of Borrower and its Subsidiaries have been delivered to the Agent pursuant to Section 5.01(a), and shall be effective for purposes of determining the Applicable ABR Margin, the Applicable LIBOR Margin, the Applicable Unused Commitment Fee Rate and the Applicable Standby Letter of Credit Commitment Fee Rate from and after the first day of the first month immediately following the date on which such delivery of financial statements is required until the first day of the first month immediately following the next such date on which delivery of financial statements of Borrower and its Subsidiaries is so required.  For example, the Consolidated Total Leverage Ratio as of the end of the fiscal quarter of Borrower ending August 31, 2009, will be determined from the financial statements of Borrower and its Subsidiaries as of and for the fiscal quarter of Borrower ending August 31,

Attorneys’ Fees shall mean (a) the reasonable value of the services (and costs, charges and expenses related thereto) of the attorneys and all paralegals employed by the Agent (including, without limitation, attorneys and paralegals who are employees of the Agent or are employees of any affiliate of the Agent) from time to time in connection with the negotiation, preparation, execution and/or administration of this Agreement and/or any of the other Transaction Documents and (b) the reasonable value of the services (and costs, charges and expenses related thereto) of the attorneys and all paralegals employed by the Agent or any of the Lenders (including, without limitation, attorneys and paralegals who are employees of the Agent or any of the Lenders or are employees of any affiliate of the Agent or any of the Lenders) (i) in connection with the preparation, negotiation or execution of any amendment, modification, extension, renewal and/or restatement of this Agreement or any of the other Transaction Documents that has been requested by Borrower, (ii) in connection with the preparation, negotiation or execution of any waiver, consent or forbearance with respect to this Agreement or any of the other Transaction Documents, (iii) in connection with the enforcement of this Agreement and/or any of the other Transaction Documents, (iv) in connection with any Default or Event of Default under this Agreement, (v) to represent the Agent or any of the Lenders in any litigation, contest, dispute, suit or proceeding, or to commence, defend or intervene in any litigation, contest, dispute, suit or proceeding, or to file any petition, complaint, answer, motion or other pleading or to take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by the Agent, any of the Lenders, Borrower or any other Person and whether in bankruptcy or otherwise) in any way or respect relating to this Agreement or any of the other Transaction Documents, Borrower, any other Obligor, any Subsidiary, or any Collateral (but excluding any such fees, costs, charges and/or expenses incurred with respect to a dispute between the Agent and any one or more of the Lenders or with respect to disputes solely between one or more of the Lenders), (vi) to assert and protect the Agent’s and the Lenders’ rights in any bankruptcy or insolvency proceeding, (vii) to protect, collect, lease, sell, take possession of or liquidate any Collateral, (viii) to attempt to enforce any security interest in or other Lien upon any Collateral or to give any advice with respect to such enforcement and/or (ix) to enforce any of the rights and/or remedies of the Agent or any of the Lenders to collect any of the Borrower’s Obligations.

Authorized Person shall mean each of the individuals listed in Schedule 2.04 .

Base Rate shall mean as of any date of determination the higher of (a) the Prime Rate, (b) the Fed Funds Rate plus One-Half of One Percent (0.5%), and (c) the Adjusted Daily LIBOR Rate in effect and reset each Eurodollar Business Day plus Two Percent (2.0%).

Borrower shall mean the Borrower identified in cover page to this Agreement, the preamble to this Agreement and the signature pages to this Agreement.

Borrower’s Obligations shall mean any and all present and future Debt (principal, interest, fees, collection costs and expenses, Attorneys’ Fees and other amounts), liabilities and obligations (including, without limitation, letter of credit reimbursement obligations and indemnity obligations) of Borrower to the Agent and/or any one or more of the Lenders evidenced by or arising under or in respect of this Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents.

Capital Expenditure shall mean any expenditure to purchase or otherwise acquire a fixed asset (other than a Capitalized Lease Obligation or an Intangible Capital Expenditure) which, in accordance with GAAP, is required to be capitalized on the balance sheet of the Person making the same.

Capitalized Lease shall mean any lease of Property, whether real and/or personal, by a Person as lessee which in accordance with GAAP is required to be capitalized on the balance sheet of such Person.

Capitalized Lease Obligations of any Person shall mean, as of the date of any determination thereof, the amount at which the aggregate rental obligations due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a balance sheet of such Person in accordance with GAAP.

Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of the Code shall be construed to also refer to any successor sections.

Collateral shall mean any Property of Borrower or a Guarantor which now or at any time hereafter secures the payment or performance of any of the Borrower’s Obligations.

Commitments shall mean, collectively, the Revolving Credit Commitments, which are identified by Lender on the attached Schedule 1.01(a ).

Consolidated EBITDA shall mean, for the period in question, the sum of (a) Consolidated Net Income during such period plus (b) to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense during such period, plus (ii) all provisions for any federal, state, local and/or foreign income taxes made by Borrower and its Subsidiaries during such period (whether paid or deferred), plus (iii) all depreciation and amortization expenses of Borrower and its Subsidiaries during such period, plus (iv) all non-cash stock compensation expenses of Borrower and its Subsidiaries during such period, plus (v) all other non-cash expenses of Borrower and its Subsidiaries during such period, plus (vi) any extraordinary losses during such period plus (vii) any losses from the sale or other disposition of Property other than in the ordinary course of business during such period, plus (viii) any expenses as approved by the Agent related to an acquisition or potential acquisition, minus (c) to the extent added in determining such Consolidated Net Income, the sum of (i) any extraordinary gains during such period plus (ii) any gains from the sale or other disposition of Property other than in the ordinary course of business during such period, all determined on a consolidated basis and in accordance with GAAP.

Consolidated EBITDAR shall mean, for the period in question, the sum of (a) Consolidated EBITDA during such period plus (b) to the extent deducted in determining such Consolidated EBITDA, Consolidated Operating Lease Expense during such period, all determined on a consolidated basis and in accordance with GAAP.

Consolidated Fixed Charge Coverage Ratio shall mean, for the period in question, the ratio of (a) Consolidated EBITDAR during such period, minus (i) maintenance capital expenditures assumed for purposes of this ratio calculation to be 50% of depreciation expense, prorated evenly for the measurement periods required, minus (ii) all federal, state, local and/or foreign income taxes paid or payable by Borrower and its Subsidiaries paid in cash during such period, to (b) Consolidated Fixed Charges during such period, all determined on a trailing four-quarter basis, on a consolidated basis and in accordance with GAAP.

Consolidated Fixed Charges shall mean, for the period in question, the sum of (a) the aggregate amount of all principal payments required to be made by Borrower and its Subsidiaries on all Debt during such period (including the principal portion of payments in respect of Capitalized Leases), plus (b) all obligations for interest paid or payable by Borrower and its Subsidiaries on all Debt in cash during such period (including, without limitation, the interest portion of Capitalized Lease Obligations paid or payable in cash and the interest portion of any deferred payment obligation paid or payable in cash during such period), plus (c) Consolidated Operating Lease Expense during such period, all determined on a consolidated basis and in accordance with GAAP.

Consolidated Total Funded Debt shall mean the sum of, without duplication, (a) all obligations of the Borrower and the Subsidiaries for borrowed money, including, but not limited to the Total Revolving Credits Outstanding, plus (b) all obligations, contingent or otherwise, of Borrower and the Subsidiaries in respect of bankers acceptances or as an account party in respect of letters of credit and letters of guaranty, plus (c) all Capitalized Lease Obligations; plus (d) all Guarantees by Borrower and the Subsidiaries for the foregoing, all determined on a consolidated basis and in accordance with GAAP.

Consolidated Interest Expense shall mean, for the period in question, without duplication, all gross interest expense of Borrower and its Subsidiaries on all Debt (including, without limitation, all commissions, discounts and/or related amortization and other fees and charges owed by Borrower and its Subsidiaries with respect to letters of credit, the net costs associated with any interest rate swap, interest rate cap or other interest rate hedge obligations of Borrower and its Subsidiaries, capitalized interest expense, the interest portion of Capitalized Lease Obligations and the interest portion of any deferred payment obligation) for such period, all determined on a consolidated basis and in accordance with GAAP.

Consolidated Liquidity shall mean all cash, cash-equivalents, investment securities not constituting Restricted Investments and the lesser of (a) unused availability under the Commitments or (b) the amount that, when added to the numerator of the Consolidated Total Leverage Ratio, would result in the maximum Consolidated Total Leverage set forth in Section 5.01(o)(ii).

Consolidated Net Income shall mean the after-tax net income (or loss) of Borrower and its Subsidiaries for the period in question, determined on a consolidated basis and in accordance with GAAP.

Consolidated Operating Lease Expense shall mean, for the period in question, the aggregate amount of all Operating Lease Expenses of Borrower and its Subsidiaries during such period, all determined on a consolidated basis and in accordance with GAAP.

Consolidated Total Leverage Ratio shall mean, as of the last day of any fiscal quarter of Borrower, the ratio of (a) Consolidated Total Funded Debt as of such day to (b) Consolidated EBITDA for the four (4) consecutive fiscal quarter period of Borrower ending on such day.

Copyright Security Agreement shall mean that certain Copyright Security Agreement (as contemplated by the Security Agreement) executed by Borrower, or as applicable, a Guarantor.

Daily LIBOR Rate shall mean, with respect to any date of determination, the average offered rate for the deposits in United States dollar for delivery of such deposits on a one-month basis, which appears on Renters Screen LIBOR01 Page (or any successor thereto) as of 11:00 a.m., London time (or such other time as of which such rate appears), or the rate for such deposits determined by Agent at such time based on such other published service of general application as shall be selected by Agent for such purpose.

Debt of any Person shall mean, as of the date of determination thereof, the sum of, without duplication, (a) all indebtedness of such Person for borrowed money (including, without limitation, all of Borrower’s Obligations (other than obligations for interest rate swaps, interest rate caps, interest rate collars or interest rate hedges) hereunder), plus (b) all Debt of such Person which has been incurred in connection with the purchase or other acquisition of Property (other than unsecured trade accounts payable incurred in the ordinary course of business), plus (c) all Capitalized Lease Obligations of such Person, plus (d) the aggregate undrawn face amount of all letters of credit issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto plus (e) all Guarantees by such Person of Debt of others.

Default shall mean any event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

Defaulting Lender shall mean any Lender with respect to which a Lender Default is in effect.

Defined Contribution Plan shall mean a “pension plan” as such term is defined in Section 3(34) of ERISA and Section 414(i) of the Code.

Distribution in respect of any corporation or other entity shall mean: (a) dividends or other distributions on or in respect of any of the capital stock or other equity interests of such corporation or

other entity other than stock dividends or stock splits; and (b) the redemption, repurchase or other acquisition of any capital stock or other equity interests of such corporation or other entity or of any warrants, rights or other options to purchase any such capital stock or other equity interests.

Domestic Business Day shall mean any day except a Saturday, Sunday or legal holiday observed by the Agent or any Lender.

Domestic Subsidiary shall mean any Subsidiary that is incorporated or organized in or under the laws of the United States, any state thereof or the District of Columbia.

Eligible Institution means any commercial bank, trust company, banking association, insurance company, financial institution, mutual fund or pension or accredited investor as defined in SEC Regulation D.

Environmental Claim shall mean any administrative, regulatory or judicial action, judgment, order, consent decree, suit, demand, demand letter, claim, Lien, notice of noncompliance or violation, investigation or other proceeding arising (a) pursuant to any Environmental Law or governmental or regulatory approval issued under any such Environmental Law, (b) from the presence, use, generation, storage, treatment, release, threatened release, disposal, remediation or other existence of any Hazardous Substance, (c) from any removal, remedial, corrective or other response action pursuant to an Environmental Law or the order of any governmental or regulatory authority or agency, (d) from any third party seeking damages, contribution, indemnification, cost recovery, compensation, injunctive or other relief in connection with a Hazardous Substance or arising from alleged injury or threat of injury to health, safety, natural resources or the environment or (e) from any Lien against any Property owned, leased or operated by Borrower or any Subsidiary in favor of any governmental or regulatory authority or agency in connection with a release, threatened release or disposal of a Hazardous Substance.

Environmental Law shall mean any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions related to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of ERISA shall be construed to also refer to any successor sections.

ERISA Affiliate shall mean any corporation, trade or business that is, along with Borrower or any Subsidiary, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

Eurodollar Business Day shall mean any Domestic Business Day on which commercial lenders are open for international business (including dealings in dollar deposits) in London.

Event of Default shall have the meaning ascribed thereto in Section 6.

Excluded Subsidiaries shall mean Weider Nutrition (WNI) Limited, Weider Nutrition BV, Weider Nutrition Italia, and Weider Nutrition GmbH.

Fed Funds Rate shall mean a rate per annum equal to U.S. Bank’s quoted rate as of the opening of business by U.S. Bank on each Domestic Business Day for purchasing overnight federal funds in the national market, which rate shall fluctuate as and when said quoted rate shall change.

Foreign Subsidiary shall mean a Subsidiary organized under the laws of a jurisdiction which is not located in the United States.

GAAP shall mean, at any time, generally accepted accounting principles at such time in the United States.

Guarantee by any Person shall mean any obligation (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), contingent or otherwise, of such Person guaranteeing, or in effect guaranteeing, any Debt, liability, dividend or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person:  (a) to purchase such Debt or obligation or any Property constituting security therefor, (b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, (ii) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation, (iii) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of the primary obligor to make payment of the Debt or obligation or (iv) otherwise to assure the owner of the Debt or obligation of the primary obligor against loss in respect thereof.  For the purposes of all computations made under this Agreement, a Guarantee in respect of any Debt for borrowed money shall be deemed to be Debt equal to the then outstanding principal amount of such Debt for borrowed money which has been guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited, and a Guarantee in respect of any other obligation or liability or any dividend shall be deemed to be Debt equal to the maximum aggregate amount of such obligation, liability or dividend or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.  Guarantee when used as a verb shall have a correlative meaning.

Guaranties shall mean those certain guaranties of Borrower’s Obligations dated as of the date hereof executed respectively by a Guarantor other than a Subsidiary of Borrower in existence as of the date hereof as the same may from time to time be amended, and Guaranty shall mean any of them; except where the context shall otherwise require, each of “Guaranties” and “Guaranty” shall include Subsidiary Guaranties or Subsidiary Guaranty, as applicable.

Guarantor shall mean Parent and each Subsidiary of Borrower (other than the Excluded Subsidiaries), as to all of Borrower’s Obligations which as of such date such Guarantor has executed and delivered to Agent for the ratable benefit of each of the Lender s (i) its unlimited continuing guaranty in form and substance acceptable to Agent and the Lenders; and (ii) with respect to each Guarantor, its Guarantor Security Agreement in form and substance acceptable to Agent and the Lenders.

Hazardous Substance shall mean any hazardous or toxic material, substance or waste, pollutant or contaminant which is regulated under any Environmental Law or any other statute, law, ordinance, rule or regulation of any federal, state, local, foreign or other body, instrumentality, agency, authority or official having jurisdiction over any of the Property owned, leased or operated by Borrower or any Subsidiary or its use, including, without limitation, any material, substance or waste which is: (a) defined as a hazardous substance under Section 311 of the federal Water Pollution Control Act (33 U.S.C. §§1317), as amended; (b) regulated as a hazardous waste under Section 1004 or Section 3001 of the federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq .), as amended; (c) defined as a hazardous substance under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et seq .), as amended; or (d) defined or regulated as a hazardous substance or hazardous waste under any rules or regulations promulgated under any of the foregoing statutes.

Incremental Facility or Incremental Facilities shall have the meanings given in Section 2.30.

Intangible Capital Expenditures shall mean any expenditure to purchase or otherwise acquire an asset that is not classified by GAAP as a “fixed asset”, but is required to be capitalized on the balance sheet of the Person making the same.

Interest Period shall mean:

(a)           with respect to each Revolving Credit LIBOR Loan:

(i)           initially, the period commencing on the date of such Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by Borrower and each Lender ), as Borrower may elect in the applicable Notice of Revolving Credit Borrowing; and

(ii)           thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by Borrower and each Lender ), as Borrower may elect pursuant to Section 2.07(a);

provided that:

(iii)           subject to clauses (iv) and (v) below, any Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Eurodollar Business Day;

(iv)           subject to clause (v) below, any Interest Period which begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

(v)           no Interest Period shall extend beyond the last day of the Revolving Credit Period; and

Investment shall mean any investment by Borrower or any Subsidiary in any Person, whether payment therefor is made in cash or capital stock of Borrower or any Subsidiary, and whether such investment is by acquisition of stock or Debt, or by loan, advance, transfer of Property out of the ordinary course of business, capital contribution, equity or profit sharing interest or extension of credit on terms other than those normal in the ordinary course of business or otherwise.

Lender shall mean each Lender listed on the signature pages hereof, and its successors and permitted assigns; and Lenders shall mean all of the Lenders.

Lender Default shall mean (i) the failure of a Lender to fund its portion of any Loans pursuant to the terms of this Agreement or to fund its portion of any unreimbursed payment under Section 2.04(e) herein, (ii) failure of a Lender to pay Agent or any other Lender an amount owed pursuant to the terms of this Agreement, when due, or (iii) a Lender has been deemed insolvent or has become subject to a bankruptcy, receivership or insolvency proceedings, or to a receiver, trustee, or similar official.

Letter of Credit and Letters of Credit shall have the meanings ascribed thereto in Section 2.04(a).

Letter of Credit Application shall mean, collectively, the Continuing Reimbursement Agreement for Standby Letters of Credit in the form of Exhibit F attached hereto and incorporated herein by reference and an Application and Agreement for Standby Letter of Credit in the form of Exhibit G attached hereto and incorporated herein by reference (or such other forms as may then be U.S. Bank’s standard form of application and agreement for irrevocable standby letter of credit), in each case executed by Borrower, as account party, and delivered to U.S. Bank pursuant to Section 2.04, as the same may from time to time be amended, modified, extended, renewed or restated.

Letter of Credit Commitment Fee shall have the meaning ascribed thereto in Section 2.04(d).

Letter of Credit Issuance Fee shall have the meaning ascribed thereto in Section 2.04(d).

Letter of Credit Request shall have the meaning ascribed thereto in Section 2.04(a).

LIBOR Base Rate shall mean, with respect to the applicable Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available or (b) if the LIBOR Index Rate is not available, the average of the respective rates per annum of interest at which deposits in dollars are offered to U.S. Bank in the London interbank market by two (2) Eurodollar dealers of recognized standing, selected by U.S. Bank in its sole discretion, at or about 11:00 a.m. (London time) on the date two (2) Eurodollar Business Days before the first day of such Interest Period, for delivery on the first day of the applicable Interest Period for a number of days comparable to the number of days in such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Loan to which such Interest Period is to apply.

LIBOR Index Rate shall mean, with respect to the applicable Interest Period, a rate per annum equal to the British Bankers’ Association interest settlement rates for U.S. Dollar deposits for such Interest Period as of 11:00 a.m. (London time) on the day two (2) Eurodollar Business Days before the first day of such Interest Period as published by Bloomberg Financial Services, Dow Jones Market Service, Reuters or any other service from time to time used by U.S. Bank.

LIBOR Loan shall mean any Loan or portion of any Loan bearing interest based on the LIBOR Rate.

LIBOR Rate shall mean (a) the quotient of the (i) LIBOR Base Rate divided by (ii) one minus the applicable LIBOR Reserve Percentage plus (b) the Applicable LIBOR Margin.  The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage and/or the Applicable LIBOR Margin.

LIBOR Reserve Percentage shall mean for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by The Board of Governors of the Federal Reserve System (or any successor), for determining the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special or marginal reserves) for a member bank of the Federal Reserve System with respect to “Eurocurrency liabilities” as defined in Regulation D or with respect to any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined, whether or not any of the Lenders has any Eurocurrency liabilities subject to such reserve requirement at such time.  LIBOR Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without the benefit of any credits for proration, exceptions or offsets which may be available from time to time to any of the Lenders.  The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

Lien shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract, including, without limitation, any security interest, mortgage, deed of trust, pledge, hypothecation, judgment lien or other lien or encumbrance of any kind or nature whatsoever, any conditional sale or trust receipt, any lease, consignment or bailment for security purposes and any Capitalized Lease.  The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property.

Loan shall mean each Revolving Credit Loan and each Swing Line Loan and Loans shall mean any or all of the foregoing.

Material Adverse Effect shall mean (a) a material adverse effect on the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole, (b) material impairment of Borrower’s or any other Obligor’s ability to perform any of its obligations under this Agreement, any of the Notes, any of the Letter of Credit Applications or any of the other Transaction Documents or (c) material impairment of the enforceability

of the rights of, or benefits available to, the Agent or any of the Lenders under this Agreement, any of the Notes, any of the Letter of Credit Applications or any of the other Transaction Documents.

Moody’s shall mean Moody’s Investors Service.

Multi-Employer Plan shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is maintained for employees of Borrower, any Subsidiary or any ERISA Affiliate or to which Borrower, any Subsidiary or any ERISA Affiliate has contributed in the past or currently contributes.

Note shall mean each Revolving Credit Note and Notes shall mean all of the foregoing.

Notice of Revolving Credit Borrowing shall have the meaning ascribed thereto in Section 2.07(a).

Notice of Swing Line Borrowing shall have the meaning ascribed thereto in Section 2.07(b).

Obligor shall mean Borrower, each Guarantor and each other Person who is or shall at any time hereafter become primarily or secondarily liable on any of the Borrower’s Obligations or who grants the Agent for the ratable benefit of the Lenders a Lien upon any of the Property of such Person as security for any of the Borrower’s Obligations or any Guarantee thereof.

Occupational Safety and Health Laws shall mean the Occupational Safety and Health Act of 1970, as amended, and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning employee health and/or safety, as now or at any time hereafter in effect.

Operating Lease shall mean any lease of Property for a term not less than one year, whether real and/or personal, by a Person as lessee which is not a Capitalized Lease.

Operating Lease Expenses shall mean with respect to any Person, for the period in question, the aggregate amount of rental and other expenses incurred by such Person in respect of Operating Leases during such period, all determined in accordance with GAAP.

Parent shall mean Schiff Nutrition International, Inc. a Delaware corporation.

Patent and Trademark Security Agreement shall mean that certain Patent and Trademark Security Agreement (as contemplated by the Security Agreement) executed by Borrower or, as applicable, a Guarantor.

PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Pension Plan shall mean a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is established or maintained by Borrower, any Subsidiary or any ERISA Affiliate, other than a Multi-Employer Plan.

Permitted Acquisitions shall mean any Acquisition in which the target company is in the same line of business as Borrower with a positive EBITDA, as such calculation may be adjusted with approval of Agent, on a trailing four-quarter basis, the Acquisition is non-hostile, and either (a) in the event Total Revolving Credit Outstandings exceed Zero dollars ($0.00) or in the event a Loan is needed to fund the Acquisition, the cash portion of the purchase price for the Acquisition does not exceed $25,000,000 or (b) in the event Total Revolving Credits Outstanding equal Zero dollars ($0.00) and no Loan is needed to fund the Acquisition, the cash portion of the Acquisition does not exceed $50,000,000.  

Furthermore, in either circumstance of (a) or (b) set forth above, (i) the purchase price of the Acquisition, when added to all previous Permitted Acquisitions, shall not aggregate to an amount greater than $50,000,000, (ii) after giving effect to the Acquisition, the Consolidated Total Leverage Ratio shall not be greater than 2.50 to 1.00, (iii) no later than ten (10) days prior to the consummation of the Acquisition, Borrower has provided Agent with pro forma financial statements giving effect to the Acquisition, which demonstrate compliance with the foregoing Consolidated Total Leverage Ratio of 2.50 to 1.00 and continued compliance with the covenants set forth in Section 5.02(o), (iv) the Borrower or a Subsidiary is the surviving entity, and (v) the Acquisition would not otherwise result in an Event of Default.

Permitted Distribution shall mean a Distribution made if (i) after giving effect thereto, the Consolidated Total Leverage Ratio does not exceed 1.00 to 1.00, (ii) no later than ten Domestic Business Days prior to the Distribution, Borrower has provided to Agent with pro forma financial statements giving effect to the Distribution which demonstrates compliance with the foregoing Consolidated Total Leverage Ratio of no greater than 1.00 to 1.00 and continued compliance with the covenants set forth in Section 5.02(o), and (iii) the Distribution would not otherwise result in an Event of Default.

Permitted Liens shall mean any of the following:

(a)           Liens on Property of a Subsidiary to secure obligations of such Subsidiary to Borrower;

(b)           Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by Section 5.01(d) and/or 5.01(e);

(c)           Liens (other than any Liens imposed by ERISA) incidental to the conduct of business or the ownership of Properties and assets (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money or the purchase or other acquisition of Property; provided in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been established;

(d)           minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary or desirable for the conduct of the activities of Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair the use of such real properties in the operation of the business of Borrower and its Subsidiaries;

(e)           Liens existing as of the date of this Agreement and listed on Schedule 4.12 attached hereto;

(f)           Liens in respect of Capitalized Leases;

(g)           Liens in respect of judgments with respect to which no Event of Default would exist pursuant to Section 6.18 provided the Borrower or Subsidiary against which any such pending non-appealed unsatisfied judgment is entered maintains a reserve, bond or other surety in form and substance reasonably satisfactory to the Required Lenders in the amount of each such judgment;

(h)           leases (of real or personal property), subleases or licenses granted to others which do not interfere in any material respect with the business of Borrower and its Subsidiaries taken as a whole;

(i)           Liens in favor of the Agent and the Lenders;

(j)           other Liens not described in this definition of Permitted Liens in an amount not to exceed $10,000,000 in the aggregate;

(k)           extensions and renewals of the foregoing Permitted Liens, provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed; and

(l)           such other Liens as the Required Lenders may approve in writing.

Person shall mean any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, entity or government (whether national, federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

Prime Rate shall mean the interest rate announced from time to time by U.S. Bank as its “prime rate” on commercial loans (which rate shall fluctuate as and when said prime rate shall change).  Borrower acknowledges that such “prime rate” is a reference rate and does not necessarily represent the lowest or best rate offered by U.S. Bank or any other Lender to its customers.

Property shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Properties shall mean the plural of Property.  For purposes of this Agreement, Borrower and each Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

Pro Rata Share shall mean for the item at issue, with respect to each Lender, a percentage, the numerator of which is the portion of such item owned or held by such Lender and the denominator of which is the total amount of such item owned or held by all of the Lenders.

Regulation D shall mean Regulation D of the Board of Governors of the Federal Reserve System, as from time to time amended.

Regulatory Change shall have the meaning ascribed thereto in Section 2.21.

Reportable Event shall have the meaning given to such term in ERISA.

Required Lenders shall mean:

(a) except as provided in (b), Lenders having more than Fifty Percent (50.0%) of the aggregate amount of Loans (other than Swing Line Loans) then outstanding or, if no Loans are then outstanding, then more than Fifty Percent (50.0%) of the total Revolving Credit Commitments of all of the Lenders; provided, however, that if there are three or fewer Lenders, Required Lenders shall mean all of the Lenders, and

(b) all of the Lenders with respect to any amendment or waiver that (a) reduces the principal amount of or rate of interest on any Loan or any fees under this Agreement, (b) postpones the date fixed for any payment of principal of or interest on any Loan or any fees under this Agreement, (c) changes the definition of “Required Lenders” or other provisions in this Agreement that make reference to the rights of Required Lenders, (d) voluntarily releases or subordinates any Collateral (except as may be expressly contemplated by the Transaction Documents), (e) voluntarily releases any Obligor, (f) amends Section 2.26, (k) amends Section 2.28, or (g) amends Section 8.10.

Responsible Officer , with respect to Borrower or any of its Subsidiaries, means any individual holding the following one or more of the following offices: president, chief executive officer, chief operational officer, or chief financial officer.

Restricted Investment shall mean any Investment, or any expenditure or any incurrence of any liability to make any expenditure for an Investment, other than:

(a)           loans and/or advances by any Subsidiary to Borrower which are subordinated in writing to the payment of the Borrower’s Obligations in form and substance satisfactory to the Required Lenders;

(b)           direct obligations of the United States of America or any instrumentality or agency thereof, the payment of which is unconditionally guaranteed by the United States of America or any instrumentality or agency thereof (all of which Investments must mature within thirty-six (36) months from the time of acquisition thereof);

(c)           Investments in readily marketable commercial paper which, at the time of acquisition thereof by Borrower or any Subsidiary, is rated A-1 or better by S&P and P-1 or better by Moody’s and which matures within 270 days from the date of acquisition thereof, provided that the issuer of such commercial paper shall, at the time of acquisition of such commercial paper, have a senior long-term debt rating of at least A by S&P and Moody’s;

(d)           negotiable certificates of deposit or negotiable bankers acceptances issued by any Lender or any other bank or trust company organized under the laws of the United States of America or any state thereof, which bank or trust company (other than the Lenders to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System and has a Fitch Rating of “B” or better (all of which Investments must mature within thirty-six (36) months from the time of acquisition thereof);

(e)           repurchase agreements, which shall be collateralized for at least 102% of face value, issued by any Lender or any other bank or trust company organized under the laws of the United States or any state thereof, which bank or trust company (other than the Lenders to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System and has a Fitch Rating of “B” or better (all of which Investments must mature within thirty-six (36) months from the time of acquisition thereof);

(f)           Investments existing as of the date hereof as described in Schedule 4.18 attached hereto, and any future retained earnings in respect thereof;

(g)           Investments of the type described on Schedule 5.02(k) attached hereto;

(h)           Permitted Acquisitions;

(i)           loans and advances to employees of Borrower made in the ordinary course of business not to exceed $100,000 in any individual case and $500,000 in the aggregate; and

(j)           such other Investments as the Required Lenders may approve in writing.

Revolving Credit ABR Loan shall mean any Revolving Credit Loan bearing interest based on the Adjusted Base Rate.

Revolving Credit Commitment shall mean, subject to any reduction of the Revolving Credit Commitments pursuant to Section 2.01 and to any assignments of the Revolving Credit Commitments by the Lenders to the extent permitted by Section 8.12, with respect to each Lender, its then Pro Rata Share of an aggregate maximum principal amount equal to $80,000,000.

Revolving Credit LIBOR Loan shall mean any Revolving Credit Loan bearing interest based on the LIBOR Rate.

Revolving Credit Loan and Revolving Credit Loans shall have the meanings ascribed thereto in Section 2.01.

Revolving Credit Notes shall have the meaning ascribed thereto in Section 2.08(a).

Revolving Credit Period shall mean the period commencing on the date of this Agreement and ending on the Revolving Maturity Date.

Revolving Maturity Date shall mean August 18, 2012.

S&P shall mean Standard and Poor’s Ratings Group.

Security Agreement shall mean that certain Security Agreement dated the date hereof and executed by Borrower, Parent and each subsidiary of Borrower in existence as of the date hereof (other than Excluded Subsidiaries), together with any subsidiary created or acquired subsequent to the date of this Agreement, which pursuant to Section 5.02(m), has executed a joinder thereto, in favor of the Agent for the benefit of each of the Lenders, as the same may from time to time be amended, modified, extended, renewed or restated.

Subsidiary shall mean any corporation or other entity of which more than Fifty Percent (50%) of the issued and outstanding capital stock or other equity interests entitled to vote for the election of directors or persons performing similar functions (other than by reason of default in the payment of dividends or other distributions) is at the time owned directly or indirectly by Borrower and/or any Subsidiary.

Subsidiary Guaranties shall mean those certain guaranties of Borrower’s Obligations dated as of the date hereof executed respectively by Borrower’s Subsidiaries in existence as of the date hereof (other than the Excluded Subsidiaries) and the guaranties of any subsequently created or acquired Subsidiary of Borrower executed and delivered to Agent hereafter pursuant to Section 5.02(m), all as the same may from time to time be amended, and Subsidiary Guaranty shall mean any of them.

Swing Line Facility shall mean $5,000,000.

Swing Line Loan and Swing Line Loans shall have the meanings ascribed thereto in Section 2.02.

Swing Line Note shall have the meaning ascribed thereto in Section 2.08(b).

Tangible Net Worth shall mean the sum of the following: capital, capital surplus and retained earning, less the sum of the value on the Borrower’s books of all intangible assets including but not limited to: goodwill, patents, franchises, trademarks, copyrights and the write-up in the book value of any assets resulting therefrom after acquisition.

Total Revolving Credit Outstandings shall mean, as of any date, the sum of (a) the aggregate principal amount of all Revolving Credit Loans outstanding as of such date, plus (b) the aggregate principal amount of all Swing Line Loans outstanding as of such date plus (c) the aggregate undrawn face amount of all Letters of Credit outstanding as of such date plus all unreimbursed drawings with respect thereto.

Transaction Documents shall mean this Agreement, the Notes, the Letter of Credit Applications, the Security Agreement, The Copyright Security Agreement, Patent and Trademark Security Agreement, the Trust Deeds, the Subsidiary Guaranties, the Guaranties, the subordination agreements signed on behalf of Agent or Lenders and any and all other agreements, documents and instruments heretofore, now or hereafter delivered to the Agent or any of the Lenders with respect to or in connection with or pursuant to this Agreement, any Loans made hereunder, any Letters of Credit issued hereunder, any of the other Borrower’s Obligations and/or any Guarantee of any or all of the Borrower’s Obligations, and executed by or on behalf of Borrower and/or any other Obligor, including, without limitation, any agreement, document or instrument heretofore, now or hereafter executed by Borrower with or in favor of the Agent or any Lender (or any affiliate of any Lender) providing for any interest rate swap, interest rate cap, interest rate collar or other interest rate hedge, all as the same may from time to time be amended, modified, extended, renewed or restated.

Trust Deeds shall mean the trust deeds or mortgages executed in favor of Agent encumbering the real property listed on Schedule 1.01(b) attached hereto and incorporated herein.

United States shall mean the United States of America.

U.S. Bank shall mean U.S. Bank National Association, in its individual corporate capacity as a Lender hereunder and not as Agent hereunder.

Unused Commitment Amount shall have the meaning ascribed thereto in Section 2.12.

Unused Commitment Fee shall have the meaning ascribed thereto in Section 2.12.

Voting Stock shall mean, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

Welfare Plan shall mean a “welfare plan” as such term is defined in Section 3(1) of ERISA, which is established or maintained by Borrower, any Subsidiary or any ERISA Affiliate, other than a Multi-Employer Plan.

1.02   Accounting Terms and Determinations .  Except as otherwise specified in this Agreement, all accounting terms used in this Agreement shall be interpreted, all accounting determinations under this Agreement shall be made and all financial statements required to be delivered under this Agreement shall be prepared in accordance with GAAP as in effect from time to time, applied on consistent basis (except for changes approved by the Required Lenders and by Borrower’s independent certified public accountants).

Section 2.                          THE LOANS .

2.01   Revolving Credit Commitment .

 Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, each Lender severally agrees to make such loans to Borrower (individually, an “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) as Borrower may from time to time request pursuant to Section 2.07.  Each Revolving Credit Loan under this Section 2.01 which is a Revolving Credit LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000 or any larger multiple of $100,000.  Each Revolving Credit Loan under this Section 2.01 which is a Revolving Credit ABR Loan shall be for an aggregate principal amount of at least $100,000 or any larger multiple of $25,000.

The aggregate principal amount of Revolving Credit Loans that each Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the product of (i) a percentage equal to such Lender’s Pro Rata Share of the total Revolving Credit Commitments of all of the Lenders multiplied by (ii) the sum of (A) the total Revolving Credit Commitments of all of the Lenders as of such date, minus (B) the aggregate principal amount of Swing Line Loans outstanding as of such date minus (C) the aggregate undrawn face amount of all Letters of Credit outstanding as of such date plus all unreimbursed drawings with respect thereto; provided, however, that in no event shall (i) the Total  Revolving Credit Outstandings as of any date exceed the total Revolving Credit Commitments of all of the Lenders as of such date or (ii) the sum of (A) the aggregate principal amount of all outstanding Revolving Credit Loans made by any Lender plus (B) such Lender’s Pro Rata Share of the aggregate outstanding Swing Line Loans plus (B) such Lender’s Pro Rata Share of the aggregate undrawn face amount of all outstanding Letters of Credit plus all unreimbursed drawings with respect thereto exceed the amount of such Lender’s Revolving Credit Commitment.  Each Revolving Credit Loan under this Section 2.01 shall be made from the several Lenders ratably in proportion to their respective Pro Rata Shares.  Within the foregoing limits, Borrower may borrow under this Section 2.01, prepay under Section 2.14 and reborrow at any time during the Revolving Credit Period under this Section 2.01.  All  Revolving Credit Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to the Agent and/or the Lenders with respect thereto, shall be due and payable on the last day of the Revolving Credit Period.  The failure of any Lender to make any Revolving Credit Loan required under this Agreement shall not release any other Lender from its obligation to make Revolving Credit Loans as provided herein.

If the total Revolving Credit Commitments of all of the Lenders on any date should be less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of the Revolving Credit Commitments of the Lenders pursuant to following paragraph or otherwise, Borrower shall be automatically required (without demand or notice of any kind by the Agent or any Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Revolving Credit Loans and/or the Swing Line Loans and/or surrender for cancellation the outstanding Letters of Credit, in either case in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the total Revolving Credit Commitments of all of the Lenders.

Borrower may, upon three (3) Domestic Business Days’ prior written notice to the Agent and each Lender, terminate entirely at any time, or proportionately reduce from time to time on a pro rata basis among the Lenders based on their respective Pro Rata Shares by an aggregate amount of $500,000 or any larger multiple of $25,000 the unused portions of the Revolving Credit Commitments; provided, however, that (i) at no time shall the Revolving Credit Commitments be reduced to a figure less than the Total Revolving Credit Outstandings, (ii) at no time shall the Revolving Credit Commitments be reduced to a figure not less than $25,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, the Revolving Credit Commitment of any Lender.

2.02   Discretionary Swing Line Facility .  Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, however, that U.S. Bank shall have no liability to any other Lender for making a Swing Line Loan to Borrower after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from Borrower or any other Lender of the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank, in its sole discretion, may make such loans to Borrower (individually, a “ Swing Line Loan ” and collectively, the “ Swing Line Loans ”) as Borrower may from time to time request or otherwise authorize pursuant to Section 2.07.  Each Swing Line Loan under this Section 2.02, if permitted, shall be for an aggregate principal amount of at least $100,000 or any larger multiple of $10,000.  The aggregate principal amount of Swing Line Loans which U.S. Bank may permit to have outstanding under this Agreement as of any date shall not exceed the amount of the Swing Line Facility as of such date; provided, however, that in no event shall the Total Revolving Credit Outstandings on any given day exceed the total Revolving Credit Commitments of all of the Lender(s) on such day.  Within the foregoing limits and subject to U.S. Bank’s discretion, Borrower may borrow under this Section 2.02, prepay under Section 2.14 and reborrow at any time during the Revolving Credit Period under this Section 2.02.  All Swing Line Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to U.S. Bank with respect thereto, shall be due and payable on the last day of the Revolving Credit Period.

2.03   [Reserved]

2.04   Letter of Credit Commitment .

(a)   Subject to the terms and conditions of this Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, however, that U.S. Bank shall have no liability to any other Lender for issuing a Letter of Credit after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from Borrower or any other Lender of the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank hereby agrees to issue irrevocable standby letters of credit for the account of Borrower (individually, a “ Letter of Credit ” and collectively, the “ Letters of Credit ”) in an amount and for the term specifically requested by Borrower by notice in writing to U.S. Bank in the form of Exhibit I attached hereto and incorporated herein by reference (a “ Letter of Credit Request ”) at least five (5) Domestic Business Days prior to the requested issuance thereof; provided, however, that:

(i)   Borrower shall have executed and delivered to U.S. Bank a Letter of Credit Application with respect to such Letter of Credit;

(ii)   the term of any such Letter of Credit shall not extend beyond the earlier of (A) the date one (1) year after the date of issuance thereof or (B) the last day of the Revolving Credit Period;

(iii)   any Letter of Credit may only be utilized to guaranty the payment of obligations of Borrower or a Subsidiary to third parties;

(iv)   after giving effect to the issuance of the requested Letter of Credit, the sum of the aggregate undrawn face amount of all outstanding Letters of Credit does not exceed $10,000,000;

(v)   after giving effect to the issuance of the requested Letter of Credit, the sum of the aggregate undrawn face amount of all outstanding Letters of Credit plus all unreimbursed drawings with respect thereto must not exceed the lesser of the difference between (1) the total Revolving Credit Commitments of all of the Lenders at such time and (2) the sum of the outstanding principal amount of all Revolving Credit Loans and the outstanding principal amount of all Swing Line Loans at such time; and

(vi)   the text of any such Letter of Credit is provided to U.S. Bank no less than five (5) Domestic Business Days prior to the requested issuance date, which text must be acceptable to U.S. Bank in its sole and absolute discretion.

(b)   The payment of drafts under each Letter of Credit shall be made in accordance with the terms thereof and, in that connection, U.S. Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed in good faith by U.S. Bank to be genuine.  U.S. Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing document that may be presented to it other than the duties contemplated by the applicable Letter of Credit Application.  If U.S. Bank shall have received documents that in its good faith judgment constitute all of the documents that are required to be presented before payment or acceptance of a draft under a Letter of Credit, it shall be entitled to pay or accept such draft provided such documents conform on their face to the requirements of such Letter of Credit in all material respects.

(c)   In the event of any payment by U.S. Bank of a draft presented under a Letter of Credit, Borrower agrees to pay to U.S. Bank in immediately available funds at the time of such drawing an amount equal to the sum of such drawing plus U.S. Bank’s customary published negotiation, processing and other fees related thereto.  Borrower hereby authorizes U.S. Bank to charge or cause to be charged each Borrower’s bank accounts at U.S. Bank to the extent there are balances of immediately available funds therein, in an amount equal to the sum of such drawing plus U.S. Bank’s customary published negotiation, processing and other fees related thereto (and U.S. Bank agrees to give such Borrower prompt written notice of any amount so charged to any Lender account of Borrower at U.S. Bank), and Borrower agrees to pay the amount of any such drawing (and/or U.S. Bank’s customary published negotiation, processing and other fees related thereto) not so charged prior to the close of business of U.S. Bank on the day of such drawing.  In the event any payment under a Letter of Credit is made by U.S. Bank prior to receipt of payment from Borrower, such payment by U.S. Bank shall constitute a request by Borrower for a Revolving Credit Loan under Section 2.01 above (and the Lenders will make such Revolving Credit Loan to Borrower regardless of whether any Default or Event of Default under this Agreement has occurred and is continuing and regardless of whether such  Revolving Credit Loan would otherwise be permitted under the requirements of Sections 2.01 of this Agreement) and the proceeds of such Revolving Credit Loan shall be paid directly to U.S. Bank and applied by U.S. Bank to the payment of any amounts owed by Borrower to U.S. Bank under this Section 2.04.

(d)   Borrower hereby further agrees to pay to the order of U.S. Bank:

(i)   with respect to each Letter of Credit, (whether standby or commercial) an issuance fee and, if applicable, annual renewal fee in an amount equal to One-Eighth of One Percent (1/8%), calculated on an actual day, 360-day year basis (the “ Letter of Credit Issuance Fees ”), which Letter of Credit Issuance Fees shall be due and payable on the date of issuance of each such Letter of Credit and, if applicable, on each annual renewal of any such Letter of Credit;

(ii)   with respect to each Letter of Credit which is a standby Letter of Credit, a nonrefundable commitment fee at a rate per annum equal to Applicable Standby Letter of Credit Commitment Fee Rate (calculated on an actual day, 360-day year basis) on the face amount of each such Letter of Credit (“ Letter of Credit Commitment Fee ”), which Letter of Credit Commitment Fee shall be due and payable quarterly in arrears; and

(iii)   with respect to each Letter of Credit, such other fees as may be charged by U.S. Bank from time to time in accordance with U.S. Bank’s published schedule of fees in effect from time to time, which fees shall be due and payable on demand by U.S. Bank.

(e)   Upon the issuance of a Letter of Credit by U.S. Bank, an undivided participation interest therein (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letter of Credit, in all payments made by U.S. Bank in connection with such Letter of Credit and in all collateral for such Letter of Credit) shall automatically be granted by U.S. Bank to and accepted by each of the other Lenders in an amount equal to each such other Lender’s Pro Rata Share (based on such other Lender’s Revolving Credit Commitments) of the face amount of such Letter of Credit.  If U.S. Bank shall make payment on any draft presented or accepted under a Letter of Credit, U.S. Bank shall give notice of such payment to the other Lenders, and each of the other Lenders hereby authorizes and requests U.S. Bank to advance for their respective accounts, pursuant to the terms hereof, their respective shares of any such payment based upon their respective Pro Rata Shares of such Letter of Credit.  If such drawing is not paid by Borrower in immediately available funds prior to the close of business of U.S. Bank on the date of such drawing, U.S. Bank shall promptly so notify the other Lenders and each of the other Lenders agrees to immediately reimburse U.S. Bank in immediately available funds for its Pro Rata Share of the amount of such drawing, plus interest calculated on its Pro Rata Share of such amount at a rate per annum equal to the Fed Funds Rate calculated from the date of such payment by U.S. Bank to but excluding the date of reimbursement by such other Lender and on an actual-day, 360-day year basis.  Each of the other Lenders will be entitled to its Pro Rata Share of any Letter of Credit Commitment Fees paid by Borrower, but such other Lenders shall have no right to share in any Letter of Credit Issuance Fees or any other fees paid by Borrower to U.S. Bank in connection with any of the Letters of Credit.

the case of cash amounts invested in the manner set forth above, shall not be used by U.S. Bank to pay any amounts drawn or paid under or pursuant to any Letter of Credit, but may be applied to reimburse U.S. Bank for drawings or payments under or pursuant to such Letters of Credit which U.S. Bank has paid, or if no such reimbursement is required to the payment of such of the other Borrower’s Obligations as the Required Lenders shall determine.  Any amounts remaining in any cash collateral account established pursuant to this Section 2.04(f) after the payment in full of all of the Borrower’s Obligations and the expiration or cancellation of all of the Letters of Credit shall be returned to Borrower (after deduction of U.S. Bank reasonable expenses, if any).

2.05   [Reserved] .

2.06   [Reserved] .

2.07   Method of Borrowing – Revolving Credit Loans; Swing Line Loans .

(a)   Borrower shall give notice (a “ Notice of Revolving Credit Borrowing ”), which, in the instance of a Revolving Credit LIBOR Loan, must be in writing) to the Agent by 12:00 noon (Salt Lake City time) on the Domestic Business Day of each Revolving Credit ABR Loan to be made to Borrower, and by 12:00 noon (Salt Lake City Time) at least three (3) Eurodollar Business Days before each Revolving Credit LIBOR Loan to be made to Borrower, specifying:

(i)   the date of such Revolving Credit Loan, which shall be a Domestic Business Day in the case of a Revolving Credit ABR Loan and a Eurodollar Business Day in the case of a Revolving Credit LIBOR Loan,

(ii)   the aggregate principal amount of such Revolving Credit Loan,

(iii)   whether such Revolving Credit Loan is to be a Revolving Credit ABR Loan or a Revolving Credit LIBOR Loan,

(iv)   in the case of a Revolving Credit LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

(b)   Borrower shall give notice (a “ Notice of Swing Line Borrowing ”) to U.S. Bank by 12:00 noon (Salt Lake City time) on the Domestic Business Day of each Swing Line Loan, specifying:

(i)   the date of such Swing Line Loan, which shall be a Domestic Business Day, and

(ii)   the principal amount of such Swing Line Loan.

Borrower). The Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Agent shall have received such amounts from the Lenders as set forth herein, provided, however, that unless the Agent shall have been notified by a Lender prior to the time a Revolving Credit Loan is to be made hereunder that such Lender does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Lender has made such Pro Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to Borrower a corresponding amount.  If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to Borrower, the Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Agent recovers such amount from such Lender at a rate per annum equal to the Fed Funds Rate.

Revolving Credit Loan, a Swing Line Loan or a repayment hereunder, and on any signature which the Agent believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine.  Borrower also agrees that each Authorized Person is authorized to execute notices, documentation and agreements in the name of Borrower, with such notice, document and agreement to be binding on Borrower whether such Authorized Person is an officer, or, if applicable, a manger of such Borrower.  Borrower also hereby agrees to defend and indemnify the Agent and each Lender and hold the Agent and each Lender harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys’ Fees and expenses) relating to or arising out of or in connection with the acceptance of instructions purportedly given by any Authorized Person for making Revolving Credit Loans, Swing Line Loans or repayments hereunder.

2.08   Notes .

(a)   The Revolving Credit Loans of each Lender to Borrower shall be evidenced, respectively, by a Revolving Credit Note of Borrower payable to the order of such Lender in principal amounts equal to the amount of such Lender’s Revolving Credit Commitment, each shall be in substantially the form of Exhibit B attached hereto and incorporated herein by reference with appropriate insertions (the “ Revolving Credit Note ” and, collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement as a result of an assignment by a Lender), the “ Revolving Credit Notes ”).

(b)   The Swing Line Loans of U.S. Bank to Borrower shall be evidenced by a Swing Line Note of Borrower payable to the order of U.S. Bank in a principal amount equal to the amount of the Swing Line Commitment, which Swing Line Note shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, modified extended, renewed or restated, the “ Swing Line Note ”).

(c)   Each Lender shall record in its books and records the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation.  The books and records of each Lender showing the account between such Lender and Borrower shall be, to the extent they are made in accordance with the terms of the Transaction Documents, conclusive evidence of the items set forth therein in the absence of demonstrable error.

2.09   Duration of Interest Periods and Selection of Interest Rates .

Section 6 hereof, so long as any Default or Event of Default under this Agreement has occurred and is continuing, Borrower shall not be permitted to renew any Revolving Credit LIBOR Loan as a Revolving Credit LIBOR Loan or to convert any Revolving Credit ABR Loan into a Revolving Credit LIBOR Loan.  Upon receipt of any such notice given by Borrower to the Agent under this Section 2.09, the Agent shall notify each Lender by 1:00 p.m. (Salt Lake City time) on the date of receipt of such notice (which must be a Domestic Business Day) of the contents thereof.  If the Agent does not receive a notice of election for a Revolving Credit LIBOR Loan pursuant to this Section 2.09 within the applicable time limits specified herein, Borrower shall be deemed to have elected to pay such Revolving Credit LIBOR Loan in whole pursuant to Section 2.14 on the last day of the current Interest Period with respect thereto and to reborrow the principal amount of such Revolving Credit LIBOR Loan on such date as a Revolving Credit ABR Loan.

2.10   Interest Rates and Interest Payments .

2.12   Fees .

2.13   Method of Making Interest and Other Payments .    Borrower agrees to authorize the Agent in writing to debit a designated account at Agent for all interest and other payments under this Agreement. The Agent may, at its option, deem interest and other amounts payable by Borrower under this Agreement (other than the principal balance of the Revolving Credit Loans and the Swing Line Loans) to be paid by causing the Lenders to make a Revolving Credit ABR Loan to Borrower in such amount(s).  The Agent agrees to give Borrower prompt written notice of any Revolving Credit ABR Loan made by the Lenders under this Section 2.13.

2.14   Voluntary Prepayments .

(c)   Borrower may, upon at least three (3) Eurodollar Business Day’s notice to the Agent (which notice must be received by 12:00 noon (Salt Lake City time) on such day) specifying that it is paying the Revolving Credit LIBOR Loans, pay the Revolving Credit LIBOR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating $250,000 or any larger multiple of $25,000, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment and any funding losses and other amounts payable under Section 2.17; provided, however, that in no event may Borrower make a partial payment of Revolving Credit LIBOR Loans which results in the total outstanding Revolving Credit LIBOR Loans with respect to which a given Interest Period applies being less than $1,000,000.  Each such optional payment shall be applied to pay the Revolving Credit LIBOR Loans of the several Lenders in proportion to their respective Pro Rata Shares.

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