SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS
SEVENTH AMENDMENT , dated as of February 25, 2008 (this “
Seventh Amendment ”), to the Note Purchase Agreement,
dated as of October 12, 2000 (as amended to date, the “
Note Agreement ”), is between Nu Skin Enterprises,
Inc., a Delaware corporation (the “ Company ”),
and The Prudential Insurance Company of America (“
Prudential ”).
RECITALS
A.
Pursuant to the request of the Company, the Company and Prudential
now desire to amend the Note Agreement in the respects, but only in
the respects, hereinafter set forth.
B.
Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Agreement unless herein defined or the
context shall otherwise require.
C.
All requirements of law have been fully complied with and all other
acts and things necessary to make this Seventh Amendment a valid,
legal and binding instrument according to its terms for the
purposes herein expressed have been done or performed.
NOW,
THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Seventh Amendment
set forth in Section 3 hereof, and in consideration of
good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Company and Prudential do hereby
agree as follows:
| Section 1 |
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Amendments to Note Agreement. |
Solely for
purposes of calculating the minimum Fixed Charges Coverage ratio in
Section 10.6 of the Note Agreement, the amount of Consolidated
Income Available for Fixed Charges for the fiscal quarter ended
December 31, 2007 shall be increased by $15,000,000.
| Section 2. |
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Representations and Warranties and Covenants of the
Company. |
2.1 To
induce Prudential to execute and deliver this Seventh Amendment
(which representations shall survive the execution and delivery of
this Seventh Amendment), the Company represents and warrants to
Prudential that:
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(a) |
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this Seventh Amendment has been duly authorized, executed and
delivered by it and this Seventh Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the
Company, enforceable against it in accordance with its terms,
except as enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors’ rights generally, and (ii)
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law); |
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(b) |
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the Note Agreement, as amended by this Seventh Amendment,
constitutes the legal, valid and binding obligation, contract and
agreement of the Company, enforceable against it in accordance with
its terms, except as enforcement may be limi |
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