1.50% Convertible Senior Notes due 2020Indenture • July 28th, 2016 • GNC Holdings, Inc. • Retail-food stores • New York
INDENTURE dated as of August 10, 2015 among GNC HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors (as defined in Section 1.01), as guarantors hereunder and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Underwriting AgreementUnderwriting Agreement • November 9th, 2012 • GNC Holdings, Inc. • Retail-food stores • New York
Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers Pension Plan Board (the “Selling Stockholders”), both stockholders of GNC Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 11,732,479 shares of Class A common stock, par value $0.001 per share (the “Stock”), of the Company (the “Shares”).
Form of Underwriting AgreementGNC Holdings, Inc. • October 24th, 2011 • Retail-food stores • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of GNC Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A common stock, par value $0.001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
Underwriting AgreementUnderwriting Agreement • March 1st, 2012 • GNC Holdings, Inc. • Retail-food stores • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of GNC Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
CREDIT AGREEMENT among GNC CORPORATION, GENERAL NUTRITION CENTERS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS BANK USA, as Syndication Agent DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • December 2nd, 2013 • GNC Holdings, Inc. • Retail-food stores • New York
CREDIT AGREEMENT, dated as of November 26, 2013, among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”), DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as co-documentation agents (in such capacity, the “Co-Documentation Agents”) and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT among GNC CORPORATION, GENERAL NUTRITION CENTERS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS BANK USA, as Syndication Agent DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • March 9th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • New York
CREDIT AGREEMENT, dated as of March 4, 2011, among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”), DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as co-documentation agents (in such capacity, the “Co-Documentation Agents”), Barclays Capital, the investment banking division of Barclays PLC, as co-manager (in such capacity, the “Co-Manager”), and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2018 • GNC Holdings, Inc. • Retail-food stores • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2018, is by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), and Harbin Pharmaceutical Group Co., Ltd. (“Investor”). Investor and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders.”
FORM OF INDEMNIFICATION AGREEMENT(1)Indemnification Agreement • August 1st, 2012 • GNC Holdings, Inc. • Retail-food stores • Delaware
AGREEMENT, executed this [Note 2], among GNC Acquisition Holdings Inc., a Delaware corporation (the “Company”), and [Note 1] (the “Indemnitee”), and, with respect to its guarantee set forth on the signature pages hereto only, General Nutrition Centers, Inc. a Delaware corporation (“Centers”) and wholly owned subsidiary of the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Pennsylvania
agents, trustees, administrators, managers, supervisors, shareholders, investors, legal representatives and employees, acting on behalf of any of them (each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 25th, 2019 • GNC Holdings, Inc. • Retail-food stores • Delaware
This Amended and Restated Stockholders Agreement, dated as of February 13, 2019, by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People’s Republic of China (“Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2009, by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”) which is an indirect wholly owned subsidiary of GNC Acquisition Holdings Inc., a Delaware corporation (“GNC”), and David Berg (the “Executive”).
STOCKHOLDERS AGREEMENT By and Among GNC HOLDINGS, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P. AND ONTARIO TEACHERS’ PENSION PLAN BOARDStockholders Agreement • April 12th, 2011 • GNC Holdings, Inc. • Retail-food stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 6, 2011 (the “Effective Date”), is by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), and Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario (Canada) (“OTPP”) (each of Ares and OTPP, individually, a “Sponsor” and, together, the “Sponsors”).
Underwriting AgreementUnderwriting Agreement • August 13th, 2012 • GNC Holdings, Inc. • Retail-food stores • New York
The Company has entered into a stock repurchase agreement, dated as of the date hereof (the “Repurchase Agreement”), with Ares, pursuant to which and subject to completion of the sale of the Shares contemplated hereby, the Company has agreed to repurchase, and Ares has agreed to sell, 6,000,000 shares of Stock at a price per share equal to the price per share at which the Underwriter will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement (collectively, the “Repurchase”).
FORM OF PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2011 STOCK AND INCENTIVE PLANPerformance-Vested Restricted Stock Unit Agreement • February 26th, 2013 • GNC Holdings, Inc. • Retail-food stores • Delaware
AGREEMENT (the “Agreement”), dated as of (the “Grant Date”), between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “Plan”).
Separation Agreement and Mutual General Release and WaiverSeparation Agreement and Mutual General Release and Waiver • February 17th, 2015 • GNC Holdings, Inc. • Retail-food stores • Pennsylvania
THIS SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE AND WAIVER (this “Release”) is entered into as of the date this Release is executed by Gerald J. Stubenhofer (the “Executive”), as set forth on the signature page attached to this Release, in favor of GNC Holdings, Inc., a Delaware corporation (“Holdings”) and General Nutrition Centers, Inc., a Delaware corporation (the “Company,” and together with Holdings, referred to herein as “GNC”), and, effective as of the Release Effective Date (as defined below), by GNC in favor of the Executive and the Releasors (as defined below). Unless otherwise expressly stated in this Release, all capitalized terms used in this Release but not otherwise defined shall have the meaning set forth in that certain Employment Agreement, dated as of February 29, 2012, by and between the Company and the Executive (the “Employment Agreement”), and for the avoidance of doubt, this Release constitutes the “Release” defined in Section 4.3(d) of the Employment Agree
GNC SUPPLY AGREEMENTGNC Supply Agreement • March 7th, 2019 • GNC Holdings, Inc. • Retail-food stores • Delaware
This GNC SUPPLY AGREEMENT (this “Agreement”), dated as of March 1, 2019 (the “Effective Date”), is by and between NUTRA MANUFACTURING, LLC, a Delaware limited liability company, with a place of business located at 1050 Woodruff Road, Greenville, South Carolina, 29607-4197 (“Supplier”) and GNC Supply Purchaser, LLC, a Delaware limited liability company, with a place of business located at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222 (“Purchaser”). Supplier and Purchaser are sometimes herein each referred to as a “Party” and collectively the “Parties”.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among GNC HOLDINGS, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., ONTARIO TEACHERS’ PENSION PLAN BOARD AND THE OTHER STOCKHOLDERS PARTY THERETOStockholders Agreement • April 12th, 2011 • GNC Holdings, Inc. • Retail-food stores • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 6, 2011, by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware corporation (“Ares”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario (Canada) (“OTPP”), and the stockholders listed on Schedule A hereto (such parties and each Person listed on Schedule A hereto, individually, a “Stockholder” and, collectively, the “Stockholders”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 9th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of March 4, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of JPMorgan Chase Bank, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLANRestricted Stock Agreement • July 26th, 2018 • GNC Holdings, Inc. • Retail-food stores • Delaware
AGREEMENT (the “Agreement”), effective as of May 21, 2018, by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the “Plan”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Subscription Agreement • November 14th, 2018 • GNC Holdings, Inc. • Retail-food stores • Hong Kong
FORM OF CALL AGREEMENTForm of Call Agreement • February 10th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Delaware
THIS CALL AGREEMENT (the “Agreement”), dated as of March 16, 2007, by and between GNC Acquisition Holdings Inc., a Delaware corporation (the “Company”), and the person signatory hereto (the “Management Stockholder”).
EXHIBIT B Form of Restricted Stock Award Agreement for Employment Agreement ExhibitRestricted Stock Agreement • September 12th, 2017 • GNC Holdings, Inc. • Retail-food stores • Delaware
This agreement provides for vesting in three installments over three years; vesting and related provisions will vary based on the terms of the award.
MASTER TRANSACTION AGREEMENT by and among GNC HOLDINGS, INC., GENERAL NUTRITION CORPORATION, GNC NEWCO PARENT, LLC, NUTRA MANUFACTURING, LLC, IVL, LLC, IVL Holding, LLC (solely for the limited purposes expressly set forth in Section 2.02), and,...Master Transaction Agreement • March 7th, 2019 • GNC Holdings, Inc. • Retail-food stores • Delaware
United States of America, in each case unless otherwise indicated; (j) any references in this Agreement to dollar amount thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality; and (k) derivative forms of defined terms will have correlative meanings. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.
GNC ACQUISITION HOLDINGS INC. PREFERRED STOCK OPTION AGREEMENTPreferred Stock Option Agreement • January 18th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Delaware
AGREEMENT (“Agreement”), dated and effective as of May 26, 2009 (the “Grant Date”), by and between GNC Acquisition Holdings Inc., a Delaware corporation (the “Company”) and David Berg (the “Executive”).
GUARANTEE AND COLLATERAL AGREEMENT made by GNC CORPORATION GENERAL NUTRITION CENTERS, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent Dated as of February 28, 2018Guarantee and Collateral Agreement • March 1st, 2018 • GNC Holdings, Inc. • Retail-food stores • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JP MORGAN CHASE BANK, N.A., as Administrative Agent (together with its successor in such capacity, the “Administrative Agent”) and Collateral Agent (together with its successors in such capacity, the “Collateral Agent”) for (i) the Lenders (as defined below) from time to time parties to the ABL Credit Agreement, dated as of February 28, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time, the “Credit Agreement”), among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ABL Administrative Borrower”), the subsidiaries of the ABL Administrative Borrower from time to time party thereto as co-borrowers (together with the ABL Administrative Borrower, th
FIRST AMENDMENTGNC Holdings, Inc. • May 15th, 2020 • Retail-food stores • New York
FIRST AMENDMENT, dated as of May 15, 2020 (this “First Amendment”), to the Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this First Amendment, the “Credit Agreement”), among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENTFirst Amendment • March 21st, 2018 • GNC Holdings, Inc. • Retail-food stores • New York
FIRST AMENDMENT, dated as of March 20, 2018 (this “Amendment”), to the ABL Credit Agreement, dated as of February 28, 2018 (the “Existing Credit Agreement”; and as amended by this Amendment, the “Credit Agreement”), among GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ABL Administrative Borrower”), each other Borrower (as defined therein) from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent.
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2020 • GNC Holdings, Inc. • Retail-food stores • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 14, 2013 (the “Effective Date”), by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”) that is an indirect wholly owned subsidiary of GNC Holdings, Inc., a Delaware corporation (“GNC”), and Carl Seletz (the “Executive”).
Confidential Retention AgreementConfidential Retention Agreement • April 26th, 2018 • GNC Holdings, Inc. • Retail-food stores • Pennsylvania
This Confidential Retention Agreement (“Agreement”) is entered into by and between GNC Holdings, Inc. (the “Company”) and __________________ (“Employee”). The Company and Employee are collectively referred to herein as the “Parties.” The Company and all of its affiliates, subsidiaries, and successors are collectively referred to herein as the “GNC Companies.”
FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 29th, 2015 • GNC Holdings, Inc. • Retail-food stores • Delaware
AGREEMENT, executed as of the ___ day of _____, 20__, among GNC Holdings Inc., a Delaware corporation (the “Company”), and _________ (the “Indemnitee”), and, with respect to its guarantee set forth on the signature pages hereto only, General Nutrition Centers, Inc., a Delaware corporation (“Centers”) and wholly owned subsidiary of the Company. This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • March 1st, 2018 • GNC Holdings, Inc. • Retail-food stores
This AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment”) dated as of February 28, 2018 relates to the Credit Agreement (as defined below) and is by and among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders under the Credit Agreement that have executed and delivered the Lender Consents and Agreements (each, a “Lender Consent” and, collectively, the “Lender Consents”) in the form attached hereto as Exhibit F, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) under the Credit Agreement and the Amended Credit Agreement (as defined below) and as an Issuing Bank and Swingline Lender under the Credit Agreement, and GLAS TRUST COMPANY LLC, as collateral agent (in such capacity, including any permitted successor thereto, the “Collateral Agent”) under the Amended Credit Agreemen
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2020 • GNC Holdings, Inc. • Retail-food stores
WHEREAS, General Nutrition Centers, Inc., a Delaware corporation (“GNCI”), GNC Holdings, Inc. a Delaware corporation (“GNC Holdings” and collectively with GNCI the “Company”) and Ken Martindale (the “Executive”), are parties to an Employment Agreement dated as of September 11, 2017 (the “Employment Agreement”).
AMENDMENT TO PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENTPerformance-Vested Restricted Stock Unit Agreement • July 26th, 2018 • GNC Holdings, Inc. • Retail-food stores
THIS AMENDMENT is made to that certain Performance-Vested Restricted Stock Unit Agreement (the “PSU Agreement”) dated as of February 21, 2018 and April 16, 2018 and granted to the Participant under the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the “Plan”) by GNC Holdings, Inc. (the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NUTRA MANUFACTURING, LLC, a Delaware limited liability company effective as of March 1, 2019Limited Liability Company Agreement • March 7th, 2019 • GNC Holdings, Inc. • Retail-food stores • Delaware
This AMENDED AND RESTATED LIMITED COMPANY AGREEMENT (this “Agreement”) of Nutra Manufacturing, LLC, a Delaware limited liability company (the “Company”), effective as of March 1, 2019 (the “Effective Date”), is made and entered into by and among IVL, LLC, a Delaware limited liability company (“IVC”), as a Member, GNC Newco Parent, LLC, a Delaware limited liability company (“GNC”), as a Member, and the Company. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.01.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2018 • GNC Holdings, Inc. • Retail-food stores • Delaware
This SECURITIES PURCHASE AGREEMENT, dated as of February 13, 2018 (this “Agreement”), is made by and between Harbin Pharmaceutical Group Holdings Co., Ltd., a corporation incorporated in the People’s Republic of China (“Investor”), and GNC Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
