AMENDMENT NO. 2
TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered
into as of the Effective Date (as defined below) by and among:
(1) NU SKIN ENTERPRISES, INC., a Delaware corporation formerly named Nu
Skin Asia Pacific, Inc. ("NSE");
(2) NU SKIN JAPAN CO., LTD., a Japanese corporation ("NSJ");
(3) The financial institutions listed in Schedule I to the Credit
Agreement described below (such financial institutions referred to herein
collectively as "Lenders"); and
(4) ABN AMRO BANK N.V., as agent for Lenders (in such capacity,
"Agent").
RECITALS
A. Certain credit facilities are being provided to NSE and NSJ
(collectively, "Borrowers") upon the terms and subject to the conditions of a
Credit Agreement, dated as of May 8, 1998, as amended by Amendment No. 1,
effective as of June 30, 1998, by and among Borrowers, Lenders and Agent (the
"Credit Agreement", the terms defined therein being used herein as therein
defined).
B. Borrowers have requested that the amount of the principal payments
due on March 31, 1999, with respect to the U.S. Borrowing and the Japanese
Borrowing be reduced by the amount of the principal prepayments made on June 30,
1998, with respect to the U.S. Borrowing and the Japanese Borrowing.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Amendments to Section II. Credit Facilities.
(a) Subparagraph 2.01(f) and clause (iv)(B) of Subparagraph
2.03(d) of the Credit Agreement are each hereby amended to substitute
"$554,700" in place of "27.77778% of the original principal amount of
the U.S. Borrowing" where such phrase appears opposite the date March
31, 1999.
(b) Subparagraph 2.02(e) and clause (iv)(C) of Subparagraph
2.03(d) of the Credit Agreement are each hereby amended to substitute
"(Y)1,580,000,000" in place of "27.77778% of the original principal
amount of the Japanese Borrowing" where such phrase appears opposite
the date March 31, 1999.
2. Counterparts. This Amendment may be executed in any number of
identical counterparts, any set of which signed by all parties hereto shall be
deemed to constitute a complete, executed original for all purposes.
3. Effective Date. This Amendment shall become effective on the date
(the "Effective Date") when Agent has received counterparts of this Amendment
executed by both Borrowers, all Lenders and Agent.
4. Reference to and Effect on Credit Documents. On and after the
Effective Date, each reference in the Credit Agreement to "this Agreement,"
"hereof," "herein," and "hereunder" and words of similar import, and each
reference in the other Credit Documents to the Credit Agreement, shall mean and
be a reference to the Credit Agreement as amended by this Amendment. Except as
specifically amended by this Amendment, the Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California without reference to
conflicts of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the Effective Date.
BORROWERS: NU SKIN ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
Date: February 8, 1999
NU SKIN JAPAN CO., LTD.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Auditor
Date: February 8, 1999
AGENT: ABN AMRO BANK N.V.
By: /s/ Xxxxxx Trefers-Xxxxxxx
Name: Xxxxxx Xxxxxxxx-Xxxxxxx
Title: Vice President and Director
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
Date:
LENDERS: ABN AMRO BANK N.V.
By: /s/ Xxxxxx Trefers-Xxxxxxx
Name: Xxxxxx Xxxxxxxx-Xxxxxxx
Title: Vice President and Director
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
Date:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Date:
BANK ONE, UTAH, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Date: February 22, 1999
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
Date:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
By:
Name:
Title:
Date:
NATIONSBANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Date:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
Date: February 19, 1999
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: February 17, 1999
ZIONS FIRST NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Date: February 9, 1999
