JOINDER AGREEMENT

Exhibit 10.1

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of August 21, 2014, is entered into among VS HERCULES LLC, Delaware limited liability company (“VS Hercules”), FDC VITAMINS, LLC, a Delaware limited liability company (“FDC Vitamins”), and XXXXXXXXXX SPORTS NUTRITION, LLC, a Florida limited liability company (“BSN” and together with VS Hercules and FDC Vitamins, the “New Subsidiaries”), JPMORGAN CHASE BANK, N.A., in its capacity as Agent (“Agent”), under that certain Amended and Restated Loan and Security Agreement dated as of January 20, 2011, by and among VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Company”), VS DIRECT INC., a Delaware corporation (“VS Direct”), VITAMIN SHOPPE MARINER, INC., a Delaware corporation (“VS Mariner”), VITAMIN SHOPPE GLOBAL, INC., a Delaware corporation (“VS Global”, and collectively with the Company, VS Direct and VS Mariner, the “Borrowers”, and each individually, a “Borrower”), the Guarantors party thereto, Agent and the financial institutions from time to time party thereto as “Lenders” (as the same may be amended, modified, extended, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiaries and Agent, for the benefit of the Secured Parties, hereby agree as follows:

1. Each of the New Subsidiaries hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a “Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower thereunder as if such New Subsidiary executed the Credit Agreement. Each of the New Subsidiaries hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement applicable to a Borrower, including, without limitation, (a) all of the representations and warranties of the Borrowers and each Guarantor set forth in Section 8 of the Credit Agreement, and (b) all of the covenants set forth in Section 7 and Section 9 of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, each of the New Subsidiaries (i) is hereby made a party to the Credit Agreement and the other Financing Agreements as a Borrower thereunder with the same force and effect as if originally named therein as a Borrower and each of the New Subsidiaries hereby jointly and severally assumes and agrees to pay and perform all obligations of a Borrower under the Credit Agreement and each of the other Financing Agreements, (ii) hereby jointly and severally agrees to pay in full the Obligations as set forth in Section 2.7 of the Credit Agreement, and (iii) hereby expressly assumes all obligations and liabilities of a Borrower under the Credit Agreement and hereby assigns and transfers to Agent, and hereby grants to Agent pursuant to Section 5 of the Credit Agreement, for the ratable benefit of the Secured Parties, a security interest in the Collateral now owned or hereafter acquired by such New Subsidiary. Schedule 8.2, Schedule 8.4, Schedule 8.10, Schedule 8.11(a), Schedule 8.12, Schedule 8.15, Schedule 8.16 and Schedule 9.9 to the Credit Agreement are hereby replaced in their entirety with Annex A to this Agreement and Annex A to this Agreement shall be deemed to be attached as Schedule 8.2, Schedule 8.4, Schedule 8.10, Schedule 8.11(a), Schedule 8.12, Schedule 8.15, Schedule 8.16 and Schedule 9.9 to the Credit Agreement.

2. Each of the New Subsidiaries hereby represents and warrants that each of the representations and warranties contained in Section 8 of the Credit Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Agreement and the other documents executed in connection with this Agreement) as if made on and as of such date except to the extent that such representations and warranties are expressly made as of a particular date, in which case such representations and warranties were true and correct as of such date.

3. If required, the New Subsidiaries are, simultaneously with the execution of this Agreement, executing and delivering such Financing Agreements (and such other documents and instruments), including, without limitation, an executed Guarantee, as requested by Agent in accordance with the Credit Agreement.

4. The address of the New Subsidiaries for purposes of Section 13.3 of the Credit Agreement is as follows:

VS Hercules, LLC

FDC Vitamins, LLC

Xxxxxxxxxx Sports Nutrition, LLC

0000 00^xx Xxxxxx

Xxxxx Xxxxxx, Xxx Xxxxxx 000000

Attn: Chief Financial Officer (or with respect to notices of default only, General Counsel)

Telephone No:		(000) 000-0000
Telecopy No.		(000) 000-0000

5. Each of the New Subsidiaries hereby waives acceptance by Agent and the Secured Parties of the obligations of such New Subsidiary upon the execution of this Agreement by such New Subsidiary.

6. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or other electronic transmission shall be effective as originals.

7. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the New Subsidiaries have caused this Agreement to be duly executed by its respective authorized officer, and the Agent, for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

VS HERCULES LLC, a Delaware limited liability company
By:		Vitamin Shoppe Industries Inc., as its sole member
By:		/s/ Xxxxxxx X. Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Title:		Chief Executive Officer
FDC VITAMINS, LLC, a Delaware limited liability company
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Senior Vice President, Legal
XXXXXXXXXX SPORTS NUTRITION, LLC, a Florida limited liability company
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Senior Vice President, Legal

[SIGNATURE PAGE TO JOINDER AGREEMENT]

Acknowledged and accepted:
JPMORGAN CHASE BANK, N.A., as Agent
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Authorized Officer

[SIGNATURE PAGE TO JOINDER AGREEMENT]

ANNEX A

[See attached.]