October 1, 2009 NU SKIN ENTERPRISES, INC. One Nu Skin Plaza Provo, Utah 84601 Attention: Chief Financial Officer Re: Consent to Covenant Compliance - Note Purchase Agreement dated as of
October
1, 2009
NU
SKIN ENTERPRISES, INC.
One Nu
Skin Plaza
00 Xxxx
Xxxxxx Xxxxxx
Provo,
Utah 84601
Attention:
Chief Financial Officer
Re: Consent to Covenant
Compliance - Note Purchase Agreement dated as of
October 12,
2000
Ladies
and Gentlemen:
Reference
is made to (a) the Note Purchase Agreement, dated as of October 12, 2000 (as
amended
or otherwise modified from time to time, the "Agreement"), by and between Nu
Skin Enterprises,
Inc., a Delaware corporation (the "Company"), and The Prudential Insurance
Company
of America "Prudential"), and (b) the Private Shelf Agreement, dated as of
October
1, 2009 (the "2009 Agreement"), by and between the Company and each Issuer
Subsidiary
(as defined therein) which becomes party thereto, on the one hand, and
Prudential Investment
Management, Inc. ("PIM") and each Prudential Affiliate (as defined therein)
which becomes
party thereto, on the other hand. Capitalized terms not defined
herein shall have the meanings
given to such terms in the Agreement.
Pursuant
to the request of the Company and Section 17.1 of the Agreement,
Prudential agrees
that:
1. The
Company shall be deemed to be in compliance with or in default under (as
the case
may be) Section 9 (Affirmative Covenants) other than Sections 9.6 by
being in
compliance with or in default under (as the case may be) Section 9 (Affirmative
Covenants) of the of the 2009 Agreement as the same may be
amended
from time to time with the written consent of Prudential and the required
holders
of notes thereunder. No termination of the 2009 Agreement in whole or
in part
shall affect the continued application hereunder of Section 9 thereof and,
upon the
written request of either the Required Holders of the Notes or the Company,
Section 9 of the Agreement shall be amended to restate such section in
substantially
the same form as then existing in Section 9 of the 2009 Agreement.
2. The
Company shall be deemed to be in compliance with or in default under
(as the case
may be) Section 10 (Negative Covenants) by being in compliance with or
in
default under (as the case may be) Section 10 (Negative Covenants) of the of the
2009 Agreement as the same may be amended from time to time with the written
consent of Prudential and the required holders of notes
thereunder. No termination
of the 2009 Agreement in whole or in part shall affect the continued
application
hereunder of Section 10 thereof and, upon the written request of either
the
Required Holders of the Notes or the Company, Section 10 of the Agreement
shall be
amended to restate such section in substantially the same form as then
existing
in Section 10 of the 2009 Agreement.
This
document may be executed in multiple counterparts, which together shall
constitute a single
document.
This
letter agreement shall be construed and enforced in accordance with, and the
rights of the
parties shall be governed by, the internal laws of the State of New York,
excluding choice-of-law principles of the law of such state that would require
the application of the laws of a
jurisdiction
other than such state.
[Signature
pages follow.]
Sincerely,
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/
Xxxx Xxxxxx
Its: Vice
President
Accepted
and agreed to, effective
the date
first appearing above:
NU
SKIN ENTERPRISES, INC.,
a
Delaware corporation
By:
/s/ Xxxxx X. Xxxxx
Vice President and Treasurer
The
undersigned Subsidiary Guarantors
hereby
consent and agree to the
foregoing,
and to each previous
amendment
to the Note Purchase Agreement,
dated as
of October 12, 2000.
NU
SKIN ENTERPRISES HONG KONG,
INC., a Delaware
corporation
NU
SKIN INTERNATIONAL, INC.,
a Utah
corporation
NU
SKIN TAIWAN, INC.,
a Utah
corporation
NU
SKIN ENTERPRISES UNITED STATES,
INC., a Delaware
corporation
NSE
PRODUCTS, INC.,
a
Delaware corporation
NU
SKIN ASIA INVESTMENT, INC.,
a
Delaware corporation
By: /s/
D. Xxxxxxx Xxxxx
Vice President
