s13d_101510-schiffnut.htm

0000904454-10-000360.txt : 20101018 0000904454-10-000360.hdr.sgml : 20101018 20101018102605 ACCESSION NUMBER: 0000904454-10-000360 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101018 DATE AS OF CHANGE: 20101018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHIFF NUTRITION INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001022368 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 870563574 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51083 FILM NUMBER: 101127222 BUSINESS ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 BUSINESS PHONE: 8019755000 MAIL ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 FORMER COMPANY: FORMER CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC DATE OF NAME CHANGE: 19960906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tarrant Capital Advisors, Inc. CENTRAL INDEX KEY: 0001418850 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 s13d_101510-schiffnut.htm SCHED 13D s13d_101510-schiffnut.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

SCHIFF NUTRITION INTERNATIONAL, INC.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

806693107

(CUSIP Number)

Copies to:

Ronald Cami

Vice President

TPG Capital, L.P.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 14, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 806693107
1.	Name of Reporting Person: Tarrant Capital Advisors, Inc.
2.	Check The Appropriate Box If A Member of Group (See Instructions): (a) o (b) o
3.	SEC Use Only:
4.	Source of Funds: OO (See Item 3)
5.	Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 14,973,148 (1)
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 7,486,574 shares of Class A Common Stock
11.	Aggregate Amount Beneficially Owned By Each Reporting Person: 14,973,148 (1)
12.	Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): o
13.	Percent Of Class Represented By Amount In Row (11): 53.1% (1)
14.	Type of Reporting Person CO

(1) Represents 7,486,574 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), and 7,486,574 shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock (as defined in Item 1 below). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Persons (as defined in Item 2 below) and the Weider Persons (as defined in Item 5 below) may be deemed to have shared voting power as a result of certain provisions in the Stockholders Agreement described in Item 4 of this Schedule 13D. Except to the extent the Reporting Persons or the Weider Persons may be deemed to have beneficial ownership as a result of such Stockholders Agreement, pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are beneficial owners of such shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. All references to the number of shares outstanding are as of October 14, 2010, which figure is based on information provided to the Reporting Persons by the Issuer, and gives effect to the conversion of 7,486 ,574 outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis and certain other events, as more fully described in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2010. The percentage is calculated using the total number of Shares beneficially owned by the Reporting Persons and based on 28,223,696 shares of Class A Common Stock outstanding as of October 14, 2010, assuming all shares of Class B Common Stock have been converted on a one-for-one basis into Class A Common Stock. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one (1) vote per share and each holder of Class B Common Stock is entitled to ten (10) votes per share. The shares of Class A Co mmon Stock and the shares of Class B Common Stock that may be beneficially owned by the Reporting Persons and the Weider Persons collectively represent 86.1% of the total voting power of the Shares as of October 14, 2010, as adjusted. The percentage of total voting power of the Shares is calculated based on the total voting power of the Shares outstanding as of October 14, 2010, as adjusted, which is comprised of 20,737,122 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

CUSIP No. 806693107
1.	Name of Reporting Person: David Bonderman
2.	Check The Appropriate Box If A Member of Group (See Instructions): (a) o (b) o
3.	SEC Use Only:
4.	Source of Funds: OO (See Item 3)
5.	Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 14,973,148 (2)
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 7,486,574 shares of Class A Common Stock
11.	Aggregate Amount Beneficially Owned By Each Reporting Person: 14,973,148 (2)
12.	Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): o
13.	Percent Of Class Represented By Amount In Row (11): 53.1% (2)
14.	Type of Reporting Person IN

(2) Represents 7,486,574 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), and 7,486,574 shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock (as defined in Item 1 below). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Persons (as defined in Item 2 below) and the Weider Persons (as defined in Item 5 below) may be deemed to have shared voting power as a result of certain provisions in the Stockholders Agreement described in Item 4 of this Schedule 13D. Except to the extent the Reporting Persons or the Weider Persons may be deemed to have beneficial ownership as a result of such Stockholders Agreement, pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are beneficial owners of such shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. All references to the number of shares outstanding are as of October 14, 2010, which figure is based on information provided to the Reporting Persons by the Issuer, and gives effect to the conversion of 7,486,574 outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis and certain other events, as more fully described in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2010. The percentage is calculated using the total number of Shares beneficially owned by the Reporting Persons and based on 28,223,696 shares of Class A Common Stock outstanding as of October 14, 2010, assuming all shares of Class B Common Stock have been converted on a one-for-one basis into Class A Common Stock. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one (1) vote per share and each holder of Class B Common Stock is entitled to ten (10) votes per share. The shares of Class A Common Stock and the shares of Class B Common Stock that may be beneficially owned by the Reporting Persons and the Weider Persons collectively represent 86.1% of the total voting power of the Shares as of October 14, 2010, as adjusted. The percentage of total voting power of the Shares is calculated based on the total voting power of the Shares outstanding as of October 14, 2010, as adjusted, which is comprised of 20,737,122 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

CUSIP No. 806693107
1.	Name of Reporting Person: James G. Coulter
2.	Check The Appropriate Box If A Member of Group (See Instructions): (a) o (b) o
3.	SEC Use Only:
4.	Source of Funds: OO (See Item 3)
5.	Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 14,973,148 (3)
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 7,486,574 shares of Class A Common Stock
11.	Aggregate Amount Beneficially Owned By Each Reporting Person: 14,973,148 (3)
12.	Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): o
13.	Percent Of Class Represented By Amount In Row (11): 53.1% (3)
14.	Type of Reporting Person IN

(3) Represents 7,486,574 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), and 7,486,574 shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock (as defined in Item 1 below). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Persons (as defined in Item 2 below) and the Weider Persons (as defined in Item 5 below) may be deemed to have shared voting power as a result of certain provisions in the Stockholders Agreement described in Item 4 of this Schedule 13D. Except to the extent the Reporting Persons or the Weider Persons may be deemed to have beneficial ownership as a result of such Stockholders Agreement, pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are beneficial owners of such shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. All references to the number of shares outstanding are as of October 14, 2010, which figure is based on information provided to the Reporting Persons by the Issuer, and gives effect to the conversion of 7,486 ,574 outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis and certain other events, as more fully described in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2010. The percentage is calculated using the total number of Shares beneficially owned by the Reporting Persons and based on 28,223,696 shares of Class A Common Stock outstanding as of October 14, 2010, assuming all shares of Class B Common Stock have been converted on a one-for-one basis into Class A Common Stock. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one (1) vote per share and each holder of Class B Common Stock is entitled to ten (10) votes per share. The shares of Class A Co mmon Stock and the shares of Class B Common Stock that may be beneficially owned by the Reporting Persons and the Weider Persons collectively represent 86.1% of the total voting power of the Shares as of October 14, 2010, as adjusted. The percentage of total voting power of the Shares is calculated based on the total voting power of the Shares outstanding as of October 14, 2010, as adjusted, which is comprised of 20,737,122 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Schiff Nutrition International, Inc., a Delaware corporation (the “Issuer”), the principal executive offices of which are located at 2002 South 5070 West, Salt Lake City, Utah 84104-4726. Shares of the Issuer’s Class A Common Stock, which have the right to vote one vote per share, and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), which ha ve the right to vote ten votes per share, are collectively referred to herein as the “Shares.”

Item 2. Identity and Background

This Schedule is filed jointly on behalf of Tarrant Capital Advisors, Inc., a Delaware corporation (“Tarrant Capital Advisors”), David Bonderman, and James G. Coulter (“collectively the “Reporting Persons”).

The principal address of each of the Reporting Persons and each person listed on Schedule A is c/o TPG Capital, L.P., 301 Commerce St., Suite 3300, Fort Worth, Texas 76102.

The principal business of Tarrant Capital Advisors is serving as the sole ultimate general partner of related entities engaged in making investments in securities of public and private companies.

Tarrant Capital Advisors is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, L.L.C., a Delaware limited liability company, which is the sole member of TPG STAR Advisors, L.L.C., a Delaware limited liability company, which is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which in turn is the general partner of TPG STAR, L.P., a Delaware limited partnership, which is the sole manager and controlling member of TPG STAR SNI, L.P., a Delaware limited partnership (“TPG STAR SNI& #8221;). TPG STAR SNI directly owns the Purchased Shares (as such term is defined in Item 3 hereof). Messrs. Bonderman and Coulter are the sole shareholders of Tarrant Capital Advisors.

The present principal occupation of Mr. Bonderman is Chairman of the Board and President of TPG Capital Advisors and other affiliated entities.

The present principal occupation of Mr. Coulter is director and Vice President of TPG Capital Advisors and other affiliated entities.

The name and present principal occupation of each of the directors and executive officers of Tarrant Capital Advisors is set forth in Schedule A, and such information is incorporated herein by reference. Each of Messrs. Bonderman and Coulter and the individuals named on Schedule A is a United States citizen.

Neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule A has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

TPG STAR SNI has entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and between TPG STAR SNI and Weider Health and Fitness, a Nevada Corporation (“WHF”), dated as of October 14, 2010, pursuant to the terms of which WHF sold, and TPG STAR SNI purchased, 7,486,574 shares of the Issuer’s Class A Common Stock (the “Purchased Shares” and such transaction, the “Sale”), which Purchased Shares were converted from 7,486,574 shares of the Issuer’s Class B Common Stock in accordance with the Issue r’s Certificate of Incorporation immediately prior to the consummation of the Sale. The funds required to purchase the Purchased Shares in connection with the Sale, consisting in the aggregate of $48,836,167, were funded by equity contributions from the members of TPG STAR SNI.

The foregoing description of the Stock Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 2 to this Schedule 13D.

Item 4. Purpose of Transaction

The information set forth or incorporated in Item 3 is incorporated herein by reference.

Concurrently with the execution of the Stock Purchase Agreement, WHF and TPG STAR SNI entered into the Stockholders Agreement, dated as of October 14, 2010 (the “Stockholders Agreement”).

Stockholders Agreement

Board Representation

Pursuant to the Stockholders Agreement, WHF agreed, among other things, to vote all Shares it beneficially owns (the “Weider Shares”) in favor of, or to otherwise approve and use its reasonable best efforts to cause the Issuer to:

(a) include on the Issuer’s board of directors (the “Board”):

(i) two (2) directors designated by TPG STAR SNI, plus a number of directors designated by TPG STAR SNI that is equal to (x) the product of the number of directors then serving on the Board, multiplied by the percentage of TPG’s and its affiliates’ collective ownership of the total number of Shares outstanding, rounded down to the nearest whole number, less (y) two (2);

(ii) for so long as TPG STAR SNI and its respective affiliates beneficially own more than 25% but less than 100% of the Purchased Shares (and subject to clause (iii)), two (2) directors designated by TPG STAR SNI; and

(iii) for so long as TPG STAR SNI and its respective affiliates beneficially own more than 25% but less than 50% of the Purchased Shares and WHF beneficially owns at least 50% of the shares of Class B Common Stock owned as of the date of the Stockholders Agreement, one (1) director designated by TPG STAR SNI (such designated directors described in the foregoing clauses (i)-(iii), the “Designated Directors”).

(b) appoint and remove the Designated Directors from the Board, and to fill vacancies created by the departures of any Designated Director, in each case as directed by TPG STAR SNI;

(c) for as long as TPG STAR SNI and its respective affiliates continue to beneficially own at least ten percent (10%) of the Purchased Shares, but do not have one (1) or more Designated Directors on the Board, include on the Board one (1) non-voting observer designated by TPG STAR SNI;

(d) for so long as one (1) or more Designated Directors serve on the Board, appoint to each Board committee (other than the audit committee) at least one (1) Designated Director; and

(e) enter into indemnification and reimbursement agreements with each Designated Director.

The Issuer’s Board retains the right to object to the appointment of any Designated Director if it determines in good faith, after consultation with legal counsel, that the appointment of such Designated Director would fail to meet the generally accepted minimum qualifications for serving as a member of the board of directors of a public company (excluding such qualifications that apply solely for purposes of testing the independence of such person or that apply solely to members of the audit committee of any such company), as further described in the Stockholders Agreement.

Voting Requirements

Additionally, for so long as TPG STAR SNI and its affiliates beneficially own more than 50% of the Purchased Shares, WHF is required to vote against, and to use its reasonable best efforts to cause the Issuer not to undertake, any of the following without the prior written consent of TPG:

(a) the declaration of certain dividends and payment of certain redemptions on any Shares, excluding net exercises of securities exercisable for Class A Common Stock, a special dividend to be paid by the Issuer to existing holders of Shares and restricted stock units (“RSUs”), as applicable, prior to December 31, 2010 and repurchases of Class A Common Stock (or RSUs or options to purchase Class A Common Stock) from current or former directors, officers and employees, pursuant, in each instance, to the terms of agreements (including employment agreements) that have been previously approved by the Company Board;

(b) issuances of debt or debt-like securities that are convertible into Shares or an execution of indebtedness for borrowed money or lease transactions, subject to certain exceptions;

(c) any merger or consolidation with any other person other than a merger or other consolidation contemplated by the Stockholders Agreement or that does not result in a Change of Control (as defined in the Stockholders Agreement) transaction and that is consummated solely for the purpose of reincorporating the Issuer in another jurisdiction;

(d) any acquisition of, or other investment in (whether by merger, consolidation or otherwise), any other person other than an acquisition or investment in another person that does not exceed $7,500,000 or that, if consummated, does not result in a Change of Control transaction (unless TPG STAR SNI will receive at least three (3) times the purchase price originally paid for the Purchased Shares);

(e) any sale or disposition of more than 25% of the Issuer’s assets;

(f) certain transactions with affiliates;

(g) alterations in the size of the Board;

(h) hiring, termination or replacement of certain executive officers; and

(i) any decision to engage in any line of business, other than the Issuer’s current line of business that involves an expenditure or investment by the Issuer of an amount in excess of $500,000.

For so long as the TPG STAR SNI and its affiliates beneficially own at least 25% of the Purchased Shares, WHF is required to vote against, and to use its reasonable best efforts to cause the Issuer not to undertake, any of the following without the written consent of TPG:

(a) a Change of Control (as defined in the Stockholders Agreement) transaction of the Issuer, unless TPG STAR SNI will receive in excess of three (3) times the purchase price originally paid for the Purchased Shares;

(b) the authorization or issuance of any equity security or convertible security with equal or superior rights to any security already authorized by the Issuer, other than issuances pursuant to benefit plans;

(c) any issuance of any Class B Common Stock or the authorization of any additional class of common stock of the Issuer; and

(d) any alteration to the Issuer’s certificate of incorporation or by laws.

Issuer Sale

WHF has agreed, from and as of the fifth (5th) anniversary of the date of the Stockholders Agreement and so long as TPG STAR SNI and its affiliates beneficially own at least 30% of the Purchased Shares, upon the request of TPG STAR SNI, to use its reasonable best efforts to cause the Board to approve the initiation of a sale process pursuant to which a prospective buyer would acquire all, or substantially all of the assets of, or all, or substantially all of the Shares of, the Issuer (such sale, an “Issuer Sale”). In the event the Issuer Sale constitutes a Qualified Change of Control (as defined in the Stockholders Agreement), and has been approved by each of TPG STAR SNI and the Board, WHF has agreed to vote all of the Weider Shares in favor of, or to otherwise approve, such Issuer Sale.

Transfer Restrictions

WHF, TPG STAR SNI, and any other person who is or becomes party to the Stockholders Agreement (collectively, the “Stockholders”) are prohibited from transferring Shares to any other person, other than (i) a transfer with the prior written consent of other Stockholders; (ii) a transfer pursuant to which the proposed price per share exceeds three (3) times the amount per share originally paid by TPG STAR SNI pursuant to the terms of the Stock Purchase Agreement; (iii) a transfer by TPG STAR SNI to any of its affiliates, provided that any such affiliate becomes a party to the Stockholders Agreement; (iv) a transfer by WHF to any of its affiliates, provided that any such affiliate becomes a party to the Stockholders Agreement; (v) from an d as of the second (2nd) anniversary of the date of the Stockholders Agreement, a transfer by TPG STAR SNI pursuant to a distribution to its members (provided that any such transferee becomes a party to the Stockholders Agreement), or a transfer in a public offering registered in accordance with the terms of the Securities Act of 1933, as amended (the “Securities Act”), or in accordance with Rule 144; (vi) a transfer in connection with an Issuer Sale; and (vii) a transfer permitted pursuant to the terms of the tag-along and drag-along rights described below. After the fifth (5th) anniversary of the date of the Stockholders Agreement, the Stockholders may effectuate any transfer of Shares without the prior written consent of other Stockholders.

Grant of Proxy and Power of Attorney

While the Stockholders Agreement is in effect, at any time the Board fails to include the requisite number of Designated Directors (as described above) and after receipt of notice and an opportunity to cure by WHF, WHF will grant TPG STAR SNI a limited, irrevocable proxy coupled with an interest and will appoint TPG STAR SNI as attorney-in-fact in respect of all of WHF’s beneficially owned Shares, solely for the purpose of taking such actions as are reasonably necessary to enforce TPG STAR SNI’s rights to representation on the Board or committees thereof. Upon successful election and appointment of the requisite number of Designated Directors, the limited proxy will immediately terminate and be of no further force or effect (unless and until the Board again fails to include the requisite number of Designated Dir ectors).

Tag-Along and Drag-Along Rights

The Stockholders Agreement includes mutual tag-along rights, whereby either of WHF or TPG STAR SNI has the right to participate in sales of Shares by the other party, subject to specified limitations and exceptions. The Stockholders Agreement also includes mutual drag-along rights if WHF or TPG STAR SNI proposes to sell, transfer, or take certain other actions with respect to its or their Shares in connection with a Qualified Change of Control (as defined in the Stockholders Agreement), whereby either of WHF or TPG STAR SNI has the right to require the other party to participate in such transfer.

Termination

The Stockholders Agreement will terminate if TPG STAR SNI and its respective affiliates cease to own at least 10% of the shares of Class A Common Stock originally purchased pursuant to the Stockholders Agreement. In the event TPG STAR SNI and its respective affiliates cease to own the requisite threshold percentages of Class A Common Stock for purposes of designating directors and causing WHF to vote against certain actions (as described under “Board Representation” and “Voting Requirements” above), such board representation and voting rights will be irrevocably terminated and will not be reinstated, recovered or reactivated upon the later acquisition by TPG STAR SNI or it s respective affiliates of additional Shares.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule A hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capit al structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the Issuer’s Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments correspondin g thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

The foregoing description of the Stockholders Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is attached as Exhibit 1 to this Schedule 13D.

Item 5. Interest in Securities of the Issuer

The information contained on the cover pages to this Schedule 13D (including, without limitation, the footnotes thereto) and the information set forth or incorporated in Item 2, Item 3 and Item 4 is incorporated herein by this reference.

(a) and (b) The following disclosure assumes that there are 20,737,122 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock outstanding as of October 14, 2010, as adjusted, which figure is based on information provided to the Reporting Persons by the Issuer, and gives effect to the conversion of 7,486,574 outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one for one basis and certain other events as more fully described in the Current Report on Form 8-K filed by the Issuer on October 15, 2010. Prior to the consummation of the Sale described in Item 3 above, there were 12,883,559 shares of Class A Common Stock and 14,973,148 sh ares of Class B Common Stock outstanding as of September 30, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, filed with the Securities and Exchange Commission on October 1, 2010. Pursuant to Rule 13d-3 under the Securities Act, the Reporting Persons may be deemed to beneficially own 7,486,574 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock, which collectively represent 86.1% of the total voting power of the Shares as of October 14, 2010, as adjusted. The percentage of total voting power of the Shares is calculated based on the total voting power of the Shares outstanding as of October 14, 2010, as adjusted, which is comprised of 20,737,122 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Persons have shared voting power over the Weider Shares based on the various voting rights and obligations prescribed by the Stockholders Agreement, as described in Item 4. Each Reporting Person may be deemed to have shared dispositive power over the Shares held by such Reporting Person or such Reporting Person’s affiliated entities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of the Weider Shares. The Reporting Persons expressly disclaim beneficial ownership of the Weider Shares.

The following information regarding WHF and its officers and directors, MLE Holdings and Mr. Weider is based solely on information provided by WHF, MLE Holdings and Mr. Weider (together with WHF and MLE Holdings, the “Weider Persons”):

The principal business of WHF is to develop, manufacture, market and distribute branded and private label vitamins, nutritional supplements and nutrition bars in the United States and throughout the world. The principal business of MLE Holdings is to serve as a holding company engaged in various investment activities, including making investments in the securities of public and private companies. Mr. Eric Weider, a United States citizen, is the President and Chief Executive Officer and a director of WHF and the President and sole director of MLE Holdings.

The principal address of (i) WHF, Mr. Weider and each person listed on Section 1 of Schedule B is 21100 Erwin Street, Woodland Hills, CA 91367; and (ii) MLE Holdings is 2875 Bates Road, Montreal, Quebec, Canada, H3S 1B7.

Mr. Weider and each person listed on Schedule B is a United States citizen.

None of Mr. Weider or any of the persons listed on Schedule B has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of WHF, Mr. Weider and MLE Holdings expressly disclaim beneficial ownership of the Shares held by the Reporting Persons.

(c) Except as set forth or incorporated in Item 3 and this Item 5, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule A hereto, has engaged in any transaction during the past 60 days involving any Shares.

(d) Other than the Reporting Persons, except as set forth or incorporated in Item 4, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On October 14, 2010, WHF entered into the Stockholders Agreement in connection with the execution of the Stock Purchase Agreement. The terms of the Stockholders Agreement and the Stock Purchase Agreement set forth in Item 3 and Item 4 above are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

1.	Stockholders Agreement, dated as of October 14, 2010, by and among Weider Health and Fitness, TPG STAR SNI, L.P., and any other parties who become a party thereto.

2.	Stock Purchase Agreement, dated as of October 14, 2010, by and between Weider Health and Fitness and TPG STAR SNI, L.P.

3.	Joint Filing Agreement, dated as of October 15, 2010, by and among Tarrant Capital Advisors, Inc., David Bonderman, and James G. Coulter.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 15, 2010

	TARRANT CAPITAL ADVISORS, INC.
	/s/ Ronald Cami
	Name: Ronald Cami Title: Vice President
	DAVID BONDERMAN
	/s/ Ronald Cami
	Ronald Cami on behalf of David Bonderman (1)
	JAMES G. COULTER
	/s/ Ronald Cami
	Name: Ronald Cami on behalf of James G. Coulter (2)

(1)	Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission.

(2)	Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Commission.

Schedule A

Directors and Executive Officers of Tarrant Capital Advisors, Inc.

The names of the directors and the names and titles of executive officers of Tarrant Capital Advisors and their principal occupations are set forth below. Each individual is a U.S. citizen.

Name	Position
David Bonderman	Chairman of the Board, President
James G. Coulter	Director, Vice President
John E. Viola	Vice President, Treasurer
Ronald Cami Jonathan J. Coslet David C. Reintjes G. Douglass Puckett Steven A. Willmann	Vice President, Secretary Vice President Chief Compliance Officer, Assistant Secretary Assistant Treasurer Assistant Treasurer

Schedule B

Directors and Executive Officers of Weider Health and Fitness and MLE Holdings

Section 1. WHF

Set forth below is the name and present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of WHF.

Director and Executive Officer	Principal Occupation
Eric Weider	President and Chief Executive Officer and a director of WHF and the sole director and executive officer of MLE Holdings.
Bernard Cartoon	Director, General Counsel and Secretary of WHF.
Leonard Katz	Director, Controller, Treasurer and Director of Taxation for WHF.

Section 2. MLE Holdings

Eric Weider is the sole director and executive officer of MLE Holdings. See Section 1 of this Schedule B above for Mr. Weider’s present principal occupation or employment.

EX-99 2 ex2s13d_101510-schiffnut.htm ex2s13d_101510-schiffnut.htm

EXECUTION COPY

STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT is entered into as of October 14, 2010, by and among Weider Health and Fitness, a Nevada corporation (together with its successors in interest and permitted assigns, “Weider”), TPG STAR SNI, L.P., a Delaware limited partnership (“TPG”), and any other Persons who become a party to this Agreement pursuant to the execution of a Joinder Agreement (as each such term is defined herein; such Persons, together with each of Weider and TPG, the “Holders”).

WHEREAS, Weider and TPG have entered into that certain Stock Purchase Agreement, dated as of the date hereof (as it may be amended, restated, or otherwise modified from time to time, and together with all exhibits, schedules, and other attachments thereto, the “Stock Purchase Agreement”), pursuant to, and subject to the terms and conditions of which, Weider agreed to sell, and did so sell, and TPG agreed to purchase, and did so purchase, seven million four hundred eighty six thousand five hundred seventy four (7,486,574) shares of Class A Common Stock of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”);

WHEREAS, following the consummation of the transactions contemplated by the Stock Purchase Agreement, each of Weider and TPG Beneficially Own (as such term is defined herein) the respective amounts of the issued and outstanding Shares (as such term is defined herein) set forth in Schedule 1 to this Agreement; and

WHEREAS, Weider and TPG desire to enter into this Agreement in order to generally set forth their respective rights and responsibilities, and to establish various arrangements and restrictions with respect to, among other things, (a) actions that may or may not be undertaken in respect of the Shares Beneficially Owned by each of Weider and TPG, (b) the governance of the Company, and (c) other related matters with respect to the Company;

NOW, THEREFORE, in consideration of the premises set forth above and of the mutual representations, covenants, and obligations hereinafter set forth, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms

As used herein, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, including, with respect to TPG, any Affiliated Fund of TPG; provided, however, that in no event shall (a) any of the portfolio companies in which TPG’s Affiliates have an investment, or (b) the Company, any of its Subsidiaries, or any of the Company’s other controlled Affiliates be deemed to be Affiliates of TPG; provided, further, however, that (solely for the purposes of Section 4.4 hereof), a portfolio company in which an Affiliate of TPG Beneficially Owns the majority of duly authorized and issued voting securities, or in respect of which it has the power to appoint a majority of the company’s board of directors (or any other applicable governing body), or which an Affiliate of TPG otherwise controls, shall be deemed to be an “Affiliate” of TPG; and further that no investment bank that may employ or have as a partner a member of the Company Board shall be deemed to be an “Affiliate” hereunder.

“Affiliated Fund” shall mean, in the case of TPG, each corporation, trust, limited liability company, general or limited partnership, or other Person with whom TPG is under common control.

“Agreement” means this Stockholders Agreement, as it may be amended, restated, or otherwise modified from time to time, together with all exhibits, schedules, and other attachments hereto.

“Beneficial Ownership” by any Person of any Security means ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares (a) voting power that includes the power to vote, or to direct the voting of, such Security, or (b) investment power that includes the power to dispose of, or to direct the disposition of, such security, it being acknowledged and agreed by both Weider and TPG that, in no event, shall (x) Weider be deemed to have Beneficial Ownership of any Security owned, or otherwise held by TPG, or (y) TPG be deemed to have Beneficial Ownership of any Security owned, or otherwise held by Weider. The terms “Beneficially Own,” “Beneficially Owned,” and “Beneficial Owner” shall have a correlative meaning.

“Business” means the development, manufacture, marketing, and distribution of branded and private label vitamins, nutritional supplements, and nutrition bars by the Company and each of its subsidiaries in the United States and throughout the world.

“Business Day” means any day that is not a Saturday, a Sunday, or any other day on which banks are required or authorized by Law to be closed in the City of New York, in the State of New York.

“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations, or other equivalents (however designated, and whether voting or non-voting) of capital stock, partnership interests (whether general or limited), limited liability company membership interests, or equivalent ownership interests in, or issued by, such Person.

“Change of Control” means a sale of all or substantially all of the assets of the Company, or an acquisition of the Company by another Person, by means of any transaction or series of transactions (including any reorganization, merger, consolidation, or share transfer), pursuant to which the stockholders of the Company immediately preceding such transaction collectively own, following the consummation of such transaction, less than fifty percent (50%) of the Voting Securities of the Company.

“Class A Common Stock” means the Class A Common Stock of the Company, par value $.01 per share.

“Class B Common Stock” means the Class B Common Stock of the Company, par value $.01 per share.

“Company” has the meaning set forth in the Recitals hereto.

“Company Board” means the board of directors of the Company.

“Company Sale” has the meaning set forth in Section 3.3(a).

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two (2) or more Persons, means the possession, directly or indirectly, of the power to direct, or cause the direction of, the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract, or by any other means.

“Convertible Securities” means any evidence of indebtedness, shares of Capital Stock (other than Class A Common Stock or Class B Common Stock) or other Securities (other than Options or RSUs) that are directly or indirectly convertible into, or otherwise exchangeable or exercisable for, Shares.

“Director” means, with respect to any Person, any member of the board of directors of such Person (other than any advisory, honorary or other non-voting member of such board).

“Drag-Along Sale Notice” has the meaning set forth in Section 4.4(a).

“Dragging Party” has the meaning set forth in Section 4.4(a).

“Encumbrance” means any mortgage, deed of trust, lien, pledge, charge, security interest, claim, or other encumbrance of any kind or character.

“Escrow Agent” has the meaning set forth in Section 6.6(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

“Fair Market Value” means fair market value as determined by the Company Board pursuant to the valuation methods described in Treas. Reg. § 1.409A-1(b) (for the avoidance of doubt, Fair Market Value will be determined without regard to minority interest or illiquidity discounts).

“Holders” has the meaning set forth in the Preamble hereto.

“Joinder Agreement” means an agreement in the form attached hereto as Exhibit A, or otherwise in a form and substance reasonably satisfactory to each of Weider and TPG, which agreement confirms, among other things, that the transferee takes such Shares subject to all the terms and conditions of this Agreement to the same extent as its transferor was bound by and entitled to the benefits of such provisions as a Holder hereunder, but shall not be entitled to the benefits of such provisions provided exclusively to TPG hereunder.

“Law” means any statue, law, regulation, ordinance, rule, injunction, order, decree, directive, or any similar form of decision of, or determination by, any governmental or self-regulatory authority.

“Non-Compete Agreement” means that certain non-compete letter agreement by and between Weider and TPG, dated as of October 14, 2010.

“Non-Dragging Party” has the meaning set forth in Section 4.4(a).

“Observer” has the meaning set forth in Section 3.1(c).

“Offer Shares” has the meaning set forth in Section 4.3(a).

“Options” means any options, warrants, or other rights to subscribe for, purchase, or otherwise acquire shares of Capital Stock of the Company (or any successor thereto).

“Person” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including any governmental authority.

“Proposed Transferee” has the meaning set forth in Section 4.3(a).

“Pro Rata Portion” means, with respect to any Person, a number of Shares equal to (a) the number of Shares held by such Person (including any Shares subject to Options, RSUs, or Convertible Securities), multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares proposed to be Transferred in a transaction subject to the applicable Tag-Along Sale Notice or Drag-Along Sale Notice, as applicable, and the denominator of which is the aggregate number of Shares held by such Person.

“RSUs” means any restricted stock units of the Company (or any successor thereto).

“Qualified Change of Control” means any Change of Control transaction in which TPG and their Affiliates will, upon the consummation of such transaction, receive consideration of at least three (3) times the price per Share originally paid for the shares of Class A Common Stock purchased by TPG pursuant to the terms of the Stock Purchase Agreement (as appropriately adjusted for any stock dividend or distribution payable thereon, stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision, or any combination thereof).

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor federal statute, rules, or regulations thereto, and in the case of any referenced section of any such statute, rule, or regulation, any successor section thereto, collectively as from time to time amended and in effect.

“SEC” means the Securities and Exchange Commission.

“Securities” means Capital Stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, restricted stock units, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

“Securities Act” means the Securities Act of 1933 or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, and in the case of any referenced section of any such statute, rule or regulation, any successor section thereto, collectively and as from time to time amended and in effect.

“Shares” means (a) all shares of the Capital Stock of the Company originally issued to, or issued with respect to shares originally issued to, or held by, a stockholder of the Company, whenever issued, including all shares of the Company issued upon the exercise, conversion, or exchange of any Options, RSUs, or Convertible Securities and (b) all Options, RSUs, and Convertible Securities originally granted or issued to, or held by, any stockholder (treating such Options, RSUs, and Convertible Securities as a number of shares equal to the number of shares of the Company for which such Options or RSUs may be exercised, or into which such Convertible Securities may be converted, for all purposes of this Agreement, except as otherwise set forth herein).< /font>

“Stock Purchase Agreement” has the meaning set forth in the Recitals hereto.

“Tag-Along Offeree” has the meaning set forth in Section 4.3(b).

“Tag-Along Sale Notice” has the meaning set forth in Section 4.3(a).

“Tag-Along Seller” has the meaning set forth in Section 4.3(d).

“Tag-Along Shares” has the meaning set forth in Section 4.3(b).

“Tag-Along Threshold” has the meaning set forth in Section 4.3(f).

“TPG Designated Directors” has the meaning set forth in Section 3.1(a).

“Transfer” means, in respect of any Shares or any interest in such Shares, directly or indirectly, to (a) sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of (by operation of Law or otherwise), either voluntarily or involuntarily, (b) enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, Encumbrance, hypothecation, or similar disposition thereof (by operation of Law or otherwise), or (c) convert, pursuant to the terms of the Certificate of Incorporation of the Company, as amended, shares of Class B Common Stock into shares of Class A Common Stock. The terms “Transferring ” and “non-Transferring” shall have a correlative meaning.

“Voting Securities” means at any time shares of any class of Capital Stock or other Securities of the Company that are then entitled to vote generally in the election of Directors and not solely upon the occurrence and during the continuation of certain specified events, and any Convertible Securities that may be converted into, exercised for, or otherwise exchanged for such shares of Capital Stock.

Section 1.2 Other Definitional Provisions. When used in this Agreement, the words “hereof,” “herein,” and “hereunder,” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the words “include,” “includes,” or “including” are used in t his Agreement, they shall be deemed to be followed by the words “without limitation.” Where Weider covenants in this Agreement to use its “reasonable best efforts” to cause the Company to take or not take an action set forth in this Agreement, the parties hereto acknowledge that such efforts are expressly subject to the fiduciary duties of each member of the Company Board, and that Weider shall not be deemed to have failed to use “reasonable best efforts” solely by reason of any member, including any member that is an Affiliate of Weider, of the Company Board exercising its fiduciary duties to act in a manner counter to Weider’s request or direction in furtherance of such efforts.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Weider. Weider hereby represents and warrants to TPG as follows:

(a) Weider is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Nevada, and has all necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement.

(b) The execution, delivery, and performance of this Agreement by Weider has been duly and validly authorized by all necessary action, and no other action on the part of Weider is necessary to authorize this Agreement, or the performance of Weider’s obligations under this Agreement.

(c) This Agreement has been duly executed and delivered by Weider, and, assuming due authorization, execution, and delivery by TPG, constitutes a legal, valid, and binding obligation of Weider, enforceable against Weider in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting or relating to creditors’ rights generally, and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies.

(d) Weider is the Beneficial Owner of the Shares set forth next to its name on Schedule 1 hereto.

(e) Weider has not granted, and is not a party to, any proxy, voting trust, or other agreement that (i) would restrict, limit, or otherwise encumber, either now, or in the future, Weider’s ability to exercise the super-voting rights afforded its Beneficially Owned Class B Common Stock under the Company’s Certificate of Incorporation, or (ii) is inconsistent with, or otherwise conflicts with, any provision of this Agreement.

(f) Other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Weider’s existing Schedule 13G, any required filings by Weider or its affiliates under Section 16 of the Exchange Act, and such consents that have already been obtained prior to the execution hereof, no consent, waiver, approval, authorization, exemption, registration, or license is required to be made or obtained by Weider in connection with its execution hereof, or the performance of its obligations hereunder.

Section 2.2 Representations and Warranties of TPG. TPG hereby represents and warrants to Weider as follows:

(a) TPG is a limited partnership, duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement.

(b) The execution, delivery, and performance of this Agreement by TPG has been duly and validly authorized by all necessary action, and no other action on the part of TPG is necessary to authorize this Agreement, or the performance of TPG’s obligations under this Agreement.

(c) This Agreement has been duly executed and delivered by TPG, and, assuming due authorization, execution, and delivery by Weider, constitutes a legal, valid, and binding obligation of TPG, enforceable against TPG in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting or relating to creditors’ rights generally, and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies.

(d) TPG is the Beneficial Owner of the Shares set forth on Schedule 1 hereto.

(e) TPG has not granted, and is not a party to, any proxy, voting trust, or other agreement that is inconsistent with, or otherwise conflicts with, any provision of this Agreement.

(f) Other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Weider’s existing Schedule 13G and such consents that have already been obtained prior to the execution hereof, no consent, waiver, approval, authorization, exemption, registration, or license is required to be made or obtained by TPG in connection with its execution hereof, or the performance of its obligations hereunder.

ARTICLE III

GOVERNANCE

Section 3.1 TPG’s Representation on Company Board.

Weider shall vote all Shares that Weider Beneficially Owns, as and when required, in favor of, or to otherwise approve, and shall use its reasonable best efforts to cause the Company to:

(a) for so long as TPG and its respective Affiliates continue to Beneficially Own at least twenty-five percent (25%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, include two (2) individuals designated by TPG (such individuals, the “TPG Designated Directors”) on the Company Board; provided, that, at any time that TPG and its respective Affiliates Beneficially Own in excess of the number of shares of Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, the Company Board shall include an additional number of TPG Designated Directors (above and beyond the two (2) TPG Designated Directors otherwise provided for in this Section 3.1(a)) equal to the difference of (i) the product of (A) the fraction equal to the number of Shares Beneficially Owned by TPG and its respective Affiliates divided by the total number of Shares, multiplied by (B) the aggregate size of the Company Board as of the date of the calculation contemplated hereby, such product to be rounded to the nearest lower whole number, less (ii) two (2); provided, further, that at any time (x) TPG and its respective Affiliates continue to Beneficially Own at least twenty-five percent (25%), but less than fifty percent (50%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement and (y) Weider continues to own at least fifty percent (50%) of the Class B Common Stock owned by Weider as of the date hereof, the number of TPG Directors that TPG shall be entitled to designate shall be one (1).

(b) appoint and remove the TPG Designated Directors as directors to and from the Company Board as directed by TPG, and to fill vacancies created by reason of death, removal, or resignation of any TPG Designated Director, as directed by TPG, subject to the terms and limitations set forth in Section 3.1(a);

(c) for so long as TPG and its respective Affiliates continue to Beneficially Own Class A Common Stock representing at least ten percent (10%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, but do not, at such time, pursuant to Section 3.1(a), have one (1) or more TPG Designated Directors on the Company Board, designate one (1) non-voting Company Board observer (the “Observer”), who shall be entitled to attend all meeting s of the Company Board, to observe all deliberations of the Company Board, and receive copies of all materials provided to the Company Board; provided, that such Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Company Board; provided, further, that a majority of the members of the Company Board shall be entitled to exclude such Observer from such portions of a Board meeting and to redact portions of any materials delivered to the Observer to the extent that such majority determines in good faith that (i) such exclusion is reasonably necessary to preserve attorney-client privilege, (ii) after consultation with outside legal counsel, a direct confl ict of interest exists between the Company and TPG with respect to deliberations to be conducted during such portion of a Company Board meeting, or (iii) the presence of the Observer would otherwise be materially injurious to the Company in such circumstances (and any such exclusion of the Observer or redaction of delivered materials shall be made solely for the purpose of maintaining such attorney-client privilege, preventing such direct conflict of interest, or preventing such material injury to the Company, as applicable). Each of TPG and the Observer agrees to hold in confidence and trust and not use or disclose to any third party any information provided to or learned by it or the Observer in connection with the rights of TPG or the Observer under this Agreement or in connection with the Observer’s attendance at any meetings of the Company Board or any of its committees;

(d) for so long as one (1) or more TPG Designated Directors serves on the Company Board pursuant to Section 3.1(a), to appoint to each committee of the Company Board (other than the audit committee) at least one (1) TPG Designated Director; and

(e) promptly following the execution hereof, enter into agreements with each TPG Designated Director, which agreements shall (i) provide each TPG Designated Director with the same rights of indemnification, reimbursement, and other rights that are customarily provided to members of the Company Board who are not otherwise employed by the Company (it being acknowledged and agreed by TPG that, for so long as Mr. Eric Weider does not receive any compensation for his service on the Company Board, the TPG Designated Directors shall similarly not be entitled to receive any compensation for their service on the Company Board), and shall (ii) waive, on behalf of the Company, the protections set forth in Section 122(17) of the Delaware General Corporation Law with respect to any interest in, or e xpectancy of the Company in, or being offered an opportunity to participate in, any business opportunity that previously has been, or may, in the future, be offered to any TPG Designated Director.

(f) The parties hereto agree that members of the Company Board shall retain the right to object to the appointment of any TPG Designated Director for service on the Company Board or committees if, the members of the Company Board determine in good faith, after consultation with outside legal counsel, that such TPG Designated Director fails to meet the generally accepted minimum qualifications for serving as a member of the board of directors of a public company (excluding such qualifications that apply solely for purposes of testing the independence of such Person or that apply solely to members of the audit committee of any such company). In the event that the members of the Company Board object to the appointment of an y TPG Designated Director pursuant to the terms of this Section 3.1(f), TPG shall be entitled to designate another individual as the TPG Designated Director.

Section 3.2 Limitation on Stockholder Actions.

(a) For so long as TPG and its respective Affiliates continue to Beneficially Own Class A Common Stock representing at least fifty (50%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, Weider shall vote all Shares that Weider Beneficially Owns, as and when required, against, or to otherwise disapprove, and shall use its reasonable best efforts to cause the Company not to discharge, any of the following without the prior written consent of TPG:

(i) The declaration or payment of any dividend on, or the redemption of, any Share, other than (a) net exercises of securities exercisable for Class A Common Stock, (b) a special dividend to be paid by the Company to existing stockholders and holders of RSUs, as applicable, prior to December 31, 2010, and (c) repurchases of Class A Common Stock (or RSUs or Options to purchase Class A Common Stock) from current or former directors, officers, employees, or consultants, pursuant, in each instance, to the terms of agreements (including employment agreements) that have been previously approved by the Company Board;

(ii) Any issuance of debt or debt-like Convertible Securities that are convertible into Capital Stock of the Company, incurrence of any indebtedness for borrowed money, or execution of any lease transaction, other than (A) any lease under which the aggregate payments required to be made by the Company during the lifetime of such lease do not exceed ten million dollars ($10,000,000), (B) an issuance, incurrence, or other transaction involving indebtedness in respect of borrowed money under which the aggregate payments required to be made by the Company do not exceed seven and one half million dollars ($7,500,000), (C) any intercompany indebtedness, or (D) a working capital loan, equipment lease, or any s imilar transaction, in each instance, to the extent conducted in the ordinary course of the Company’s business, and subject, in the case of a lease transaction, to the limits set forth in clause (A), and in the case of any transaction involving indebtedness in respect of borrowed money, to the limits set forth in clause (B);

(iii) Any merger or other consolidation of the Company with any other Person (without regard to whether the Company or one of its subsidiaries is the surviving Person), other than (A) a Qualified Change of Control or a merger or other consolidation consummated in connection with an acquisition otherwise permitted by the terms set forth in Section 3.2(a)(iv), or (B) a merger or consolidation of the Company with or into any of its subsidiaries that does not result in a Change of Control transaction and that is consummated solely for the purpose of reincorporating the Company in another jurisdiction; provided, that, for the avoidance of doubt, Weider and TPG hereby acknowledge and agree that this Agreement shall, following any such transaction contemplated by this clause (B), continue to apply to their respective interests in the Company, or the Company’s successor in interest, as applicable;

(iv) Any acquisition of, or other investment in (whether by merger, consolidation, or otherwise, and whether conducted in one (1) transaction or a series of related transactions), any other Person in excess of seven and one half million dollars ($7,500,000), or that, if consummated, would result in a Change of Control transaction other than a Qualified Change of Control transaction;

(v) Any sale, transfer, or other disposition in any transaction or series of related transactions, of more than twenty-five percent (25%) of the Fair Market Value of the consolidated assets of the Company, other than (A) a sale of inventory or any other sale conducted in the ordinary course of the Company’s business, or (B) a sale, assignment, transfer, conveyance, lease, or other disposition of assets between or among the Company and one (1) or more of its subsidiaries;

(vi) Any transaction with any Affiliate of the Company, other than in respect of (A) any employment agreement, employee benefit plan, officer or director indemnification agreement, or any similar arrangement entered into by the Company or any of its subsidiaries in the ordinary course of the Company’s business, or any payments made, to the extent made pursuant to, and in accordance with, the terms thereof, (B) any payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees, or consultants of the Company or any of its subsidiaries, (C) to the extent not otherwise prohibited by this Section 3.2(a) or Section 3.2(b), transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a subsidiary, an equity interest in, or controls, such Person, or (D) any other transactions consummated prior to the date hereof (to the extent such transaction has either been disclosed to TPG or its representatives in writing on the date hereof, or a description of such transaction appears under the heading “Certain Relationships and Related Party Transactions” in the Company’s most recent proxy statement filed with the SEC, which transactions shall be deemed to include additional payments thereunder or renewals thereof, to the extent consummated on substantially similar terms as are, as of the date hereof, currently in effect, or (E) to the extent not otherwise pro hibited by this Section 3.2(a) or Section 3.2(b), any other transaction or series of related transactions; provided, that, for purposes of this clause (E) only, the consideration paid by the Company in connection with such transaction(s) shall not exceed five hundred thousand dollars ($500,000) in any twelve (12) month period;

(vii) Any alteration in the size of the Company Board;

(viii) Any hiring, termination, replacement, or reassignment of any of the Company’s (a) President and Chief Executive Officer, (b) Chief Financial Officer, (c) Executive Vice President – Operations and Support Services, (d) General Counsel, or (e) the highest ranking person working in a regulatory/quality controls function, or, in the case of each of the foregoing clauses (a) through (e), if such role ceases to exist, the individual(s) undertaking such responsibility thereafter; or

(ix) Any decision to engage in any line of business, other than the Business, that involves an expenditure or investment by the Company of an amount that exceeds five hundred thousand dollars ($500,000).

(b) For so long as TPG and its respective Affiliates continue to Beneficially Own Class A Common Stock representing at least twenty-five (25%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, Weider shall, vote all Shares that Weider Beneficially Owns, as and when required, against, or to otherwise disapprove, and shall use its reasonable best efforts to cause the Company not to discharge, any of the following without the prior written consent of TPG:

(i) Any Change of Control transaction, other than a Qualified Change of Control transaction;

(ii) Any authorization or issuance (by reclassification, merger, consolidation, reorganization, or otherwise) of any Securities with equal or superior rights to any Securities that have been, as of the date hereof, authorized by the Company, other than issuances of Securities to employees, officers, or directors of the Company pursuant to benefit plans in effect as of the date hereof;

(iii) Any issuance of any Class B Common Stock, or the authorization of any additional class of common stock of the Company; or

(iv) Any alteration, amendment, or waiver of the Company’s Certificate of Incorporation or Bylaws (including, without limitation, any amendment effected by merger, consolidation, or other reorganization).

Section 3.3 Company Sale.

(a) From and as of the fifth (5th) anniversary of the date hereof and so long as TPG and its respective Affiliates continue to Beneficially Own Class A Common Stock representing at least thirty (30%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement, Weider shall, upon the request of TPG, use its reasonable best efforts to cause the Company Board to approve the initiation of a sale process customary for companies of the size and type of the Company, pursuant to which, a prospective buyer would acquire all, or substantially all of the assets of, or all, or substantially all of the Shares (a “Company Sale< /font>”). In connection with any such Company Sale, and without limiting any of the obligations of Weider set forth in this Section 3.3, Weider shall, among other things, use its reasonable best efforts to cause the Company to (i) approve the engagement of an investment bank or advisor, (ii) identify and assist the investment bank or other advisor in the identification of any prospective buyers, (iii) participate on a timely basis in meetings with prospective buyers (or their financing sources, advisors, or representatives) and due diligence sessions or sessions with rating agencies, and generally provide direct contact between executives of the Company and such prospective buyers, (iv) furnish prospective buyers, their financing sources, advisors, or representatives with such financial and other diligence information and materials reasonably requested by such persons subject to a customary confidential ity agreement for such transactions, (v) assist with the preparation of auction materials, information memoranda, lender presentations, rating agency presentations, and similar documents and materials relating to such proposed sale as reasonably requested, (vi) use reasonable best efforts to obtain such consents and instruments that may be reasonably requested or required by the prospective buyer in connection with any proposed sale, and (vii) conduct the Company Sale in a manner reasonably designed to ensure that the definitive transaction evidencing such Company Sale, if approved by the Company Board, would be entered into by the Company within ninety (90) days of TPG’s request to commence a Company Sale.

(b) In the event that (i) the Company Sale constitutes a Qualified Change of Control and (ii) has been approved by each of TPG and the Company Board, Weider shall, as and when required, vote all of its Beneficially Owned Shares in favor of, or to otherwise approve the Company Sale.

Section 3.4 Grant of Proxy and Power of Attorney.

(a) At any time during which this Agreement remains in force and effect the Company Board (or any committee thereof) fails to include the requisite number of TPG Designated Directors in accordance with the terms set forth in Section 3.1, following the delivery of a written notice by TPG and the failure to cure by Weider within thirty (30) days of the receipt of such notice, Weider hereby grants to TPG a limited and irrevocable proxy coupled with an interest and appoints TPG as its attorney-in-fact in respect of all of Weider’s Beneficially Owned Shares, solely for the purpose of taking such actions as are reasonably necessary to enforce TPG’s rights to representation on the Company Board or committees thereof pursuant to Section 3.1. Upon the successful election and appointment of the requisite number of TPG Designated Dire ctors in accordance with the terms set forth in Section 3.1, the limited proxy granted pursuant to this Section 3.4(a) shall immediately terminate and be of no further force or effect (unless and until the Company Board fails to include the requisite number of TPG Directors in accordance with the terms set forth in Section 3.1, at which time the limited proxy contemplated by the terms of this Section 3.4(a)shall be, in accordance with the terms and subject to the limitations hereof, re-instated).

(b) Notwithstanding anything set forth herein to the contrary, Weider acknowledges and agrees that the rights of TPG set forth in Section 3.4(a) herein shall not be mutually exclusive with any other right, power, or remedy available to it as a result of Weider’s failure to perform its obligations pursuant to, and in accordance with, the terms hereof, and each such right shall be cumulative and in addition to every other right, power, and remedy, whether conferred by this Agreement or hereafter available at law, in equity, or by statute or otherwise. No delay in exercising any such right, power, or remedy conferred by this Agreement or now or hereaf ter available at law, in equity, or by statute or otherwise, shall operate as a waiver of, or otherwise prejudice, any such right, power, or remedy.

ARTICLE IV

TRANSFER RESTRICTIONS

Section 4.1 General Limitations on Transfers. No Holder shall Transfer any Shares held or Beneficially Owned (whether as of the date of this Agreement or subsequently acquired) by such party, unless such Transfer is made in accordance with the requirements of this , and any purported Transfer in violation of this shall be null and void ab initio, and Weider shall use its reasonable best efforts to cause the Company not to record upon its books any Transfer of Shares in violation of the terms of this Article IV.

Section 4.2 Permitted Transfers.

(a) No Holder shall be permitted to Transfer any Shares held or Beneficially Owned to any other Person, other than:

(i) A Transfer with the prior written consent of the other Holders;

(ii) A Transfer, pursuant to which the proposed price per Share exceeds three (3) times the amount per Share originally paid by TPG pursuant to the terms of the Stock Purchase Agreement (as appropriately adjusted for any stock dividend or distribution payable thereon, stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision, or any combination thereof);

(iii) A Transfer by TPG to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2;

(iv) A Transfer by Weider to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2;

(v) From and as of the second (2nd) anniversary of the date hereof, (A) a Transfer by TPG (or any of its members) pursuant to a distribution by TPG (or any of its members) to its partners or members, as applicable, provided, that any Shares Transferred to such partners or members will not be deemed to be Beneficially Owned by TPG or any of its Affiliates, unless such partner or member, as applicable, is an Affiliate of TPG and, upon receipt of any such Shares, executes a Joinder Agreement, pursuant to which, such Affiliate becomes a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2, or (B) a Transfer (by any of the parties hereto) in a public offering registered in accordance with the terms of the Securities Act, or in accordance with the requirements of Rule 144;

(vi) A Transfer in connection with a Company Sale contemplated by Section 3.3;

(vii) A Transfer permitted pursuant to the terms set forth in Section 4.3, or required pursuant to the terms set forth in Section 4.4, in either instance, to the extent actually Transferred in accordance with the terms set forth therein; or

(viii) After the fifth (5th) anniversary of the date hereof, any Transfer;

provided, that Weider hereby acknowledges and agrees that it shall not be entitled to Transfer any Beneficially Owned Shares subject to an outstanding proxy or power of attorney given pursuant to the terms of Section 3.4(a).

(b) At any time during which both Weider and TPG are entitled to Transfer Beneficially Owned Shares pursuant to the terms set forth in Section 4.2(a), Weider and TPG shall, as applicable, promptly notify the others (i) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Transfer that is subject to such limit, and (ii) what the volume limit for that measurement period, determined as of its commencement, will be. During the applicable measurement period, the other party shall be entitled to effect Transfers that are subject to the Rule 144 group volume limit based on its pro rata percentage ownership of Shares collectively held by Weider and TPG at the start of such measurement period. In the event that either Weider or TPG, as applicable, agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the other, Weider or TPG, as applicable, shall , acting individually, be entitled to effect Transfers up to the Rule 144 group volume limit. The provisions of this Section 4.2(b) shall not apply to any Transfer of Shares not subject to volume limitation under Rule 144.

(c) Notwithstanding anything to the contrary in the foregoing provisions of this Section 4.2, at any time prior to the fifth (5th) anniversary of the date hereof, Weider shall not, in any event, make any Transfer which would result in it holding less than thirty percent (30%) of the Class B Common Stock owned by Weider as of the date hereof, other than Transfers made (i) pursuant to a Company Sale in accordance with the terms and conditions of Section 3.3 or (ii) pursuant to the drag along provisions of Section 4.4 .

Section 4.3 Tag-Along Rights.

(a) If, at any time prior to the fifth (5th) anniversary of the date hereof, either Weider or TPG, in accordance with the terms, and subject to the conditions set forth in Section 4.2(a)(vi) or Section 4.2(a)(vii) proposes to Transfer any of its Beneficially Owned Shares, then the Transferring party shall first give written notice to the other, non-Transferring parties, which notice shall refer to this Section 4.3(a) and shall state (i) that the Transferring party desires to make such Transfer, (ii) the number of Shares proposed to be Transferred (the “Offer Shares”), (iii) the proposed price per Share, (iv) the proposed form of consideration, (v) the name and description of the proposed purchaser (including controlling Persons) (the “Proposed Transferee”), (vi) the other material terms pursuant to which such Transfer is proposed to be made, (vii) such other information as may be reasonably requested by the non-Transferring parties, and, if the form of consideration is not to be paid solely in cash in immediately available funds, cash equivalents, or marketable securities, (viii) sufficient financial and other information in order for the non-Transferring parties to reasonably evaluate the consideration proposed to be delivered (the “Tag-Along Sale Notice”).

(b) Within ten (10) Business Days of the date of receipt of a Tag-Along Sale Notice, each of the non-Transferring parties shall deliver to the Transferring party a written notice stating how many Shares, if any, such party elects to sell. Subject to the conditions set forth in this Section 4.3, such party (a “Tag-Along Offeree”) may sell up to a number of Shares equal to its Pro Rata Portion (such Shares, the “Tag-Along Shares”) to such Proposed Transferee on the same terms and conditions (includin g purchase price) as the Transferring party, and subject to the same indemnification requirements, it being acknowledged and agreed that the definitive documentation evidencing the Transfer shall not be inconsistent with any of the terms set forth in Section 4.3(e), including without limitation, that any indemnification of the Proposed Transferee be on a several, and not a joint basis, and that, in no event shall any indemnification obligation imposed upon a party to the Transfer exceed the proceeds actually received by such party pursuant to such Transfer. Subject to the terms set forth in Section 4.3(c), and provided that the sale of Offer Shares to the Proposed Transferee occurs on the terms set forth in the Tag-Along Sale Notice and otherwise in accordance with the terms set forth in this Section 60;4.3, an election pursuant to the first sentence of this Section 4.3(b) shall constitute an irrevocable commitment by the Tag-Along Offeree making such election to sell such Tag-Along Shares to the Proposed Transferee. In the event that the Proposed Transferee is not willing to acquire all of the Offer Shares, the Transferring party and each Tag-Along Offeree shall be cut back pro rata based on the number of Shares such Transferring party and the Tag-Along Offeree offered to sell in accordance with the terms of this Section 4.3(b).

(c) The Transferring party may not consummate any proposed Transfer permitted hereunder unless the Proposed Transferee purchases, within ninety (90) days of the date of delivery of the Tag-Along Sale Notice, concurrently, all of the Offer Shares and the Tag-Along Shares on identical terms and conditions, which terms and conditions shall include the same price as was set forth in the Tag-Along Sale Notice, and which shall otherwise not be materially less favorable than those set forth in the Tag-Along Sale Notice. If (i) prior to consummation of the proposed Transfer, the terms of such proposed Transfer change in a manner that results in either a lower price per Share, or in terms and conditions that, in the aggre gate, are materially less favorable to the Tag-Along Offerees than those that were set forth in the Tag-Along Sale Notice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), or (ii) the Transfer is not consummated within ninety (90) days of the date of the Tag-Along Sale Notice, then each Tag-Along Offeree’s agreement to sell its Tag-Along Shares shall be deemed to be revoked, and, in order to consummate a Transfer in accordance with this Section 4.3, it shall be necessary for the Transferring party to deliver a separate Tag-Along Sale Notice, and the Transferring party shall be required to separately comply with the terms and provisions of this Section 4.3.

(d) Each Tag-Along Offeree electing to sell Tag-Along Shares (a “Tag-Along Seller”) agrees to cooperate in consummating such a Transfer, including, without limitation, by (i) becoming a party to the definitive documentation evidencing such Transfer on the same terms and conditions as the Transferring party (including purchase price per Share), (ii) delivering, at the consummation of such Transfer, the stock certificates and other instruments for such Shares duly endorsed for Transfer, free and clear of all Encumbrances, (iii) voting or consenting in favor of such transaction (to the extent a vote or consent is required), and (iv) taking a ny other commercially reasonable necessary or appropriate actions required to consummate the Transfer, including, without limitation, the execution and delivery of any other reasonably appropriate agreements, certificates, instruments, or other documents.

(e) Each Tag-Along Seller shall be responsible for its proportionate share (apportioned pro rata based on the number of Shares the Tag-Along Seller and the Transferring party are selling) of the third-party expenses incurred by the Transferring party in connection with such Transfer (except to the extent such expenses may have previously been, or may be paid or reimbursed by the Company or the Proposed Transferee) and liabilities (to the extent incurred by the Transferring party in connection with such Transfer) for indemnification with respect to breaches of representations and warranties made in connecti on with such Transfer by the Transferring party and the Tag-Along Sellers with respect to the Company or its Business (which liabilities shall include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments); provided, however, that, all such liabilities of the Transferring Party and the Tag-Along Sellers shall be on a several and not joint basis, such liabilities to be apportioned based on the consideration received by the Transferring party and the Tag-Along Sellers. Notwithstanding anything to the contrary set forth herein, (i) the aggregate amount of any such liabilities or obligations for which each Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller pursuant to such Transfer, and (ii) the Tag-Along Seller shall not be responsible for any indem nification obligations or liabilities (including, without limitation, by means of escrow or holdback arrangements) for breaches of representations or covenants, or for related escrow or holdback claims made with respect to the Transferring party’s (u) ownership of or title to Shares, (v) organization, (w) authority, (x) conflicts or consents required to consummate the Transfer, or in respect of (y) any other representation made by the Transferring party concerning the Transferring party, or (z) for breaches of any covenant specifically made by such Transferring party.

(f) Notwithstanding anything to the contrary set forth herein, the tag-along rights contained in this Section 4.3 shall not apply to the Transfer by TPG of up to three hundred seventy four thousand three hundred twenty nine (374,329) shares of Class A Common Stock in any twelve month (12) period (or, with prior written notice to Weider, up to seven hundred forty eight thousand six hundred fifty seven (748,657) shares of Class A Common Stock in any twelve (12) month period); provided, however, that the aggregate number of shares of Class A Common Stock that may be sold by TPG without applicability of the rights contained in this Section 4.3 shall not exceed one million four hundred ninety seven thousand three hundred fifteen (1,497,315) (such numbers, as appropriately adjusted for any stock dividend or distribution payable thereon, stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision, or any combination thereof, the “Tag-Along Thresholds”). Any additional Transfers of Beneficially Owned Shares by TPG exceeding the Tag-Along Thresholds shall be subject to, and must be Transferred in accordance with, the tag-along provisions of this Section 4.3.

Section 4.4 Drag-Along Right.

(a) If, at any time following the fifth (5th) anniversary of the date hereof, either Weider or TPG proposes to Transfer Beneficially Owned Shares in connection with a Qualified Change of Control, other than a Transfer by TPG to any of its Affiliates, the party proposing such Transfer (the “Dragging Party”) shall have the right, exercisable upon ten (10) Business Days’ prior written notice to the other party (a “Drag-Along Sale Notice”), to require such other party (the “Non-Dragging Party”) to sell a number of Shares equal to its Pro Rata Portion, to the Proposed Transferee on the same terms and conditions, including the same price per Share as the Dragging Party. If such proposed Transfer has not been consummated by the end of the one hundred eightieth (180th) day after the date of delivery of the Drag-Along Sale Notice, such Drag-Along Sale Notice shall be null and void and the Non-Dragging Party shall be released from its obligations under this Section 4.4, and, in order to consummate a Transfer in accordance with this Section 4.4, it s hall be necessary for the Dragging Party to deliver a separate Drag-Along Sale Notice, and the Dragging Party shall be required to separately comply with the terms and provisions of this Section 4.4.

(b) Upon receipt of a Drag-Along Sale Notice, the Non-Dragging Party agrees to cooperate in consummating the proposed Transfer, including, without limitation, by (i) becoming a party to the definitive documentation evidencing such Transfer on the same terms and conditions as the Transferring party (including purchase price per Share), (ii) delivering, at the consummation of such Transfer, the stock certificates and other instruments for such Shares duly endorsed for Transfer, free and clear of all Encumbrances, (iii) voting or consenting in favor of such transaction (to the extent a vote or consent is required), and (iv) taking any other commercially reasonable necessary or appropriate actions required to consumma te the Transfer, including, without limitation, the execution and delivery of any other reasonably appropriate agreements, certificates, instruments, or other documents.

(c) Each of the Dragging Party and Non-Dragging Party shall be responsible for its proportionate share (apportioned pro rata based on the number of Shares to be sold pursuant to the Drag-Along Sale Notice) of all third-party expenses incurred in connection with such Transfer (except to the extent such expenses may have previously been, or may be paid or reimbursed by the Company or the Proposed Transferee) and all liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer in r espect of the Company or its Business (which liabilities shall include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments); provided, however, that, all such liabilities shall be on a several and not joint basis, such liabilities to be apportioned based on the consideration received by each of the Dragging Party and Non-Dragging Party. Notwithstanding anything to the contrary set forth herein, (i) the aggregate amount of any such liabilities or obligations for which the Non-Dragging Party shall be responsible shall not exceed the gross proceeds received by the Non-Dragging Party pursuant to such Transfer, and (ii) neither the Dragging nor the Non-Dragging Party shall be responsible for any indemnification obligations or liabilities (including, without limitation, by means of escrow or holdback arran gements) for breaches of representations or covenants, or for related escrow or holdback claims made with respect to such other party’s (u) ownership of or title to Shares, (v) organization, (w) authority, (x) conflicts or consents required to consummate the Transfer, or in respect of (y) any other representation made by such other party concerning the such other party, or (z) for breaches of any covenant specifically made by such other party.

Section 4.5 Additional Provisions Relating to Restrictions on Transfers.

(a) Weider shall use its reasonable best efforts to cause the Company to ensure that each outstanding certificate or similar evidence representing Shares held by any Holder shall bear legends reading substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 14, 2010, AS AMENDED, RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH AGREEMENT MAY BE OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

The restriction referred to in the legend set forth above shall terminate and shall no longer be of any force or effect as to any particular Share on which such legend appears upon the earlier of the (i) the fifth (5th) anniversary of the date hereof and (ii) such time when such Share is no longer held by a Holder, and Weider shall use its reasonable best efforts to cause the Company to ensure that, in each such instance of termination, the legend set forth above is promptly removed.

(b) A copy of this Agreement shall be filed with the corporate secretary of the Company, and shall be kept with the records of the Company, and shall be made available for inspection at the principal executive offices of the Company.

ARTICLE V

COVENANTS

Section 5.1 No Voting or Conflicting Agreements. For so long as this Agreement remains in effect, neither Weider nor TPG shall enter into, or otherwise agree to be bound by, any voting trust with respect to any Shares, nor shall Weider or TPG enter into any stockholder agreement or arrangement of any kind with any Person with respect to any Shares (including, without limitation, an agreement or arrangement with respect to the acquisition, disposition, or voting of Shares), or otherwise act or agree to act in concert with any Person with respect to any Shares, to the extent such agreement, arrangement, or concerted act would controvert, or otherwise be inconsi stent with, the provisions of this Agreement.

Section 5.2 Corporate Opportunities.

(a) Weider hereby acknowledges and understands that TPG and its respective Affiliates and Affiliated Funds from time to time review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company, and may trade in the securities of such enterprises. Nothing in this Agreement shall preclude or in any way restrict TPG, any of its respective Affiliates, or any of its respective Affiliated Funds from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company, and Weider hereby waives, in perpetuity, any and all claims that it now has or may have in the future, and agrees not to initiate any litigation or any other cause of action (whether or not in a court of competent jurisdiction) in respect of any such waived claims, or otherwise on the basis of, or in connection with, the doctrine of corporate opportunity (or any similar doctrine).

(b) TPG hereby acknowledges and agree that, subject to the restrictions set forth in the Non-Compete Agreement, Weider and its respective Affiliates from time to time review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company, and may trade in the securities of such enterprises. Notwithstanding the restrictions set forth in the Non-Compete Agreement, nothing in this Agreement shall preclude or in any way restrict Weider, or any of its Affiliates, from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company, and TPG hereby waives, in perpetuity, any and all claims that they now have or may have in the future (other than such claims that may arise under the terms of the Non-Compete Agreement), and agrees not to initiate any litigation or any other cause of action (whether or not in a court of competent jurisdiction) in respect of any such waived claims, or otherwise on the basis of, or in connection with, the doctrine of corporate opportunity (or any similar doctrine).

Section 5.3 Registration Rights. Promptly following the date hereof, each of TPG and Weider will use their reasonable best efforts to cause the Company to, within one (1) year of the date hereof, provide customary SEC registration rights in respect of the Shares Beneficially Owned by each of Weider and TPG.

Section 5.4 Further Assurances. Each of Weider and TPG agrees to execute and deliver all such further documents and do all acts and things that from time to time may reasonably be required to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Amendment and Waiver. This Agreement may not be amended, except by an agreement in writing, executed by each of Weider and TPG, and, compliance with any term of this Agreement may not be waived, except by an agreement in writing executed on behalf of the party against whom the waiver is intended to be effective. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 6.2 Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void, or otherwise unenforceable, all other provisions of this Agreement, to the extent permitted by Law, shall not be affected and shall remain in full force and effect. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 6.3 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, the Stock Purchase Agreement, and the Non-Compete Agreement, together with the agreements and other documents and instruments referred to herein, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

Section 6.4 Successors and Assigns. Except as expressly set forth herein, neither this Agreement nor any of the rights or obligations of any party under this Agreement may be assigned, in whole or in part (except by operation of Law, or pursuant to a Joinder Agreement, executed in accordance with the terms set forth herein), by either party without the prior written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

Section 6.5 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement.

Section 6.6 Remedies.

(a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that each and every one of the covenants or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to, and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order, or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, an d to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such party.

(c) Without limiting the generality of Section 6.6(a) or Section 6.6(b), if any Holder fails to deliver any certificate or certificates evidencing any Shares to be sold to the purchaser thereof pursuant to Section 4.3 or Section 4.4, such purchaser may, at its option, in addition to all other remedies it may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Shares with any national bank or trust compa ny having combined capital, surplus and undivided profits in excess of one hundred million dollars ($100,000,000) (the “Escrow Agent”) and thereupon all of such Holder’s rights in and to such Shares shall terminate and, in such event, such Holder hereby agrees that it shall not make any claim or assertion to the contrary. Thereafter, upon delivery to such purchaser by such Holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of all Encumbrances, and with any transfer tax stamps affixed), such purchaser shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser) to such Holder. For the avoidance of doubt, a purchaser of Shares Transferred pursuant to eithe r Section 4.3 or Section 4.4 is intended to be a third party beneficiary of this (and solely this) Section 6.6(c).

Section 6.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first (1st) Business Day following the date of dispatch if delivered by a recognized next day courier service, or on the third (3rd) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to TPG:

c/o TPG STAR SNI, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Attn: Ransom A. Langford

Facsimile: (415) 438-1329

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Carl Marcellino

Fax: (646) 728-1523

If to Weider:

Weider Health and Fitness

21100 Erwin Street

Woodland Hills, CA 91367

Attention: Eric Weider

Fax: (818) 999-1541

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

650 Town Center Drive

Costa Mesa, CA 92626

Attention: Charles K. Ruck

Fax: (714) 755-8290

Section 6.8 Governing Law; Venue and Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to, or otherwise giving effect to, any body of Law or other rule that would cause or otherwise require the application of the Laws of any other jurisdiction.

(b) Any action or proceeding against either Weider or TPG relating in any way to this Agreement may be brought exclusively in the courts of the State of Delaware or (to the extent subject matter jurisdiction exists therefore) the United States District Court for the District of Delaware, and Weider and TPG irrevocably submits to the jurisdiction of both such courts in respect of any such action or proceeding. Any actions or proceedings to enforce a judgment issued by one of the foregoing courts may be enforced in any jurisdiction.

(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF WEIDER AND TPG HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION, OR SUIT (WHETHER IN CONTRACT, TORT, OR OTHERWISE), INQUIRY, PROCEEDING, OR INVESTIGATION ARISING OUT OF, OR BASED UPON, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH OF WEIDER AND TPG ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 6.8(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING, AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. WEIDER OR TPG MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.8(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 6.9 Third Party Benefits. None of the provisions of this Agreement are for the benefit of, or shall be enforceable by, any third-party beneficiary, other than as expressly set forth in Section 6.6(c) hereof.

Section 6.10 Interpretation. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 6.11 Termination. This Agreement, and all of the rights and obligations set forth herein, shall terminate and be of no further force or effect in the event that TPG and its respective Affiliates cease to Beneficially Own at least ten percent (10%) of the Class A Common Stock originally purchased pursuant to the terms of the Stock Purchase Agreement. For the avoidance of doubt, in the event that TPG and its respective Affiliates cease to Beneficially Own the requisite threshold percentages of Class A Common Stock set forth in this Section 6.11 or Sections 3.1 or 3.2, this Agreement, pursuant to this Section 6.11, or the rights granted to TPG, pursuant to Sections 3.1 and 3.2, shall irrevocably terminate and shall not be reinstated, recovered or reactivated upon the later acquisition by TPG or any of its respective Affiliates of additional Shares.

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first written above.

	TPG:
	TPG STAR SNI, L.P.
	By: TPG STAR ADVISORS, L.L.C., its general partner
	By:	/s/ Ronald Cami
	Name:	Ronald Cami
	Title:	Vice President

[Stockholders Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first written above.

	WEIDER:
	WEIDER HEALTH AND FITNESS
	By:	/s/ Eric Weider
	Name:	Eric Weider
	Title:	President

[Stockholders Agreement]

EXHIBIT A

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Stockholders Agreement (as amended, restated, or otherwise modified from time to time, and together with all exhibits, schedules, and other attachments thereto, the “Stockholders Agreement”), dated as of October 14, 2010, by and among Weider Health and Fitness, a Nevada Corporation, TPG STAR SNI, L.P., a Delaware limited liability company, and the other parties signatory thereto. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholders Agreement.

By executing and delivering this Joinder Agreement to the Stockholders Agreement, the undersigned hereby adopts and approves the Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of Shares, to be bound by and to comply with the provisions of the Stockholders Agreement applicable to a Holder, respectively, in the same manner as if the undersigned were an original signatory to the Stockholders Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ____ day of _______, 20__.

	[NAME OF STOCKHOLDER]
	By:
	By:
	Name:
	Title:

[Stockholders Agreement]

SCHEDULE 1

Name of Holder	Type of Securities Held	Number of Securities Held
Weider	Class B Common Stock	7,486,574
TPG	Class A Common Stock	7,486,574

EX-99 3 ex1s13d_101510-schiffnut.htm ex1s13d_101510-schiffnut.htm

EXECUTION COPY

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 14, 2010, by and between Weider Health and Fitness, a Nevada corporation (the “Seller”) and TPG STAR SNI, L.P., a Delaware limited partnership (“TPG”, or the “Purchaser”).

WHEREAS, the Seller currently owns fourteen million nine hundred seventy-three thousand one hundred forty-eight (14,973,148) shares of Class B Common Stock of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), which shares constitute all of the issued and outstanding shares of Class B Common Stock of the Company.

WHEREAS, in connection with (and immediately prior to the consummation of) the transactions contemplated by the terms hereof, the Seller will, in accordance with the Company’s Certificate of Incorporation, convert seven million four hundred eighty six thousand five hundred seventy four (7,486,574) shares of the Company’s Class B Common Stock into seven million four hundred eighty six thousand five hundred seventy four (7,486,574) shares of the Company’s Class A Common Stock (such converted shares of Class A Common Stock, the “Purchased Shares”).

WHEREAS, the Purchaser agrees to purchase the Purchased Shares from the Seller, and the Seller agrees to sell the Purchased Shares to the Purchaser, such sale to be consummated in accordance with the terms and subject to the conditions set forth herein.

WHEREAS, following the consummation of the transactions contemplated hereby, the Seller will continue to own seven million four hundred eighty six thousand five hundred seventy four (7,486,574) shares of Class B Common Stock of the Company (the “Retained Shares”).

WHEREAS, a special committee of the Company’s Board of Directors (duly constituted and appointed in accordance with the terms of each of Delaware General Corporation Law Section 141 and the Bylaws of the Company) has, on or prior to the date hereof, and in accordance with the terms set forth in Delaware General Corporation Law Section 203, approved the transactions contemplated by the terms hereof and has delivered to the Purchaser reasonable evidence thereof.

ARTICLE I

PURCHASE AND SALE OF PURCHASED SHARES

1.1 Sale of Purchased Shares. The closing of the transactions contemplated herein (the “Closing”) shall take place on the date hereof (the “Closing Date”). At the Closing, in accordance with the terms and subject to the conditions hereinafter set forth, the Seller shall transfer, assign, set over, and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s rights, title, and interest in and to the number of Purchased Shares set forth on Schedule 1 attached hereto.

1.2 Purchase Price. The purchase price for the Share shall be approximately six dollars and fifty two cents ($6.52) per share, for an aggregate purchase price of forty eight million eight hundred thirty six thousand one hundred sixty seven dollars ($48,836,167) (the “Purchase Price”).

1.3 Closing Payments and Delivery of Purchased Shares. The Purchaser shall remit the Purchase Price to the Seller, in accordance with wire instructions provided by the Seller to the Purchaser no later than two (2) business days prior to the Closing Date, in immediately available funds concurrently with the delivery to the Purchaser of one (1) or more stock certificates in respect of the Purchased Shares.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLER

The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the Closing Date, as follows:

2.1 The Seller is a corporation duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. The Seller has the full legal right, power, and authority to sell, assign, transfer, and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of the Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all liens, claims, pledges, charges, security interests, transfer restrictions, or encu mbrances.

2.2 The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Seller and have been duly authorized by all necessary action on the part of the Seller. The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Seller, by or in respect of, any governmental body, agency, or official or any other person, other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filing s by Seller or its affiliates under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the filing of a Form 8-K under the Exchange Act by the Company, or such as has been previously obtained, made, or taken prior to the Closing Date.

2.3 This Agreement has been (a) duly executed and delivered by the Seller and (b) constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable Law. For the purposes of this Agreement, “Law” shall mean any United States federal, provincial, state, local, municipal, or other applicable law, statute, ordinance, code, rule, regulation, judgment, order, or decree relevant to the transactions contemplated by this Agreement.

2.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or conflict with, or (b) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which the Seller is bound, or to which any assets of the Seller are sub ject, other than (in the case of clause (b) only) as would not materially adversely affect the Seller’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Seller’s ability to consummate the transactions contemplated hereby.

2.5 The Seller (a) is the sole record and beneficial owner of each of the Purchased Shares and the Retained Shares, (b) has good and marketable title to each of the Purchased Shares and the Retained Shares, (c) has the full and exclusive right, power, and authority to transfer and deliver to the Purchaser valid title to the Purchased Shares, and (d) has, and will continue to have following the Closing (subject to the terms of that certain Stockholders Agreement, dated as of the date hereof, by and between the Seller and the Purchaser (the “Stockholders Agreement”)), the full and exclusive right, power, and authority to exercise all super- voting power afforded each Retained Share under the organizational documents of the Company, free and clear (in each of the preceding clauses (a), (b), (c), and (d)) of any and all liens, claims, pledges, charges, security interests, restrictions (including, without limitation, on transfer, or on any super-voting right afforded such Retained Shares under the Company’s Certificate of Incorporation), or encumbrances. Immediately following the Closing, the Purchaser (x) will be the sole record and beneficial owners of the Purchased Shares, and (y) will have good and marketable title to the Purchased Shares, free and clear (in each of the preceding clauses (x) and (y)) of any and all liens, claims, pledges, charges, security interests, transfer restrictions, or encumbrances. Other than the Stockholders Agreement to be entered into in connection with, and contemporaneously with, this Agreement, the Seller is not a party to, and none of the Purchased Shares or the Retained Sha res are subject to, any shareholders agreement, voting agreement, voting trust, proxy, or any other contractual obligation relating to the transferability or the voting of either the Purchased Shares or the Retained Shares.

2.6 Immediately following the consummation of the transactions contemplated hereby, and based on the aggregate number of outstanding shares of duly authorized and issued shares of the Company’s capital stock (assuming, for the purposes of this Section 2.6, (a) the exercise or conversion of all issued and outstanding options, warrants, restricted stock units or other rights that may be converted into the right to receive shares of capital stock of the Company, or any successor thereto, and (b) all shares of the Company’s Class B Common Stock held by the Seller have previously been converted into shares of Class A Common Stock in accordance with the terms of the Company’s Certificate of Incorporation), (x) the Seller will be the beneficial and record owner of not less than twenty five percent (25%) of the Company’s Class A Common Stock and will be entitled to control no less than seventy seven percent (77%) of the Company’s voting securities, and (y) the Purchaser will be the beneficial and record owner of not less than twenty five percent (25%) of the Company’s Class A Common Stock and will be entitled to control no less than seven and seven tenths percent (7.7%) of the Company’s voting securities.

2.7 To the knowledge of the Seller, the Company has filed all forms, reports, financial statements, schedules, and other documents required to be filed by it with the SEC pursuant to the Exchange Act since May 31, 2009 (collectively, all such documents, whether or not the Seller had knowledge of them, being the “SEC Reports”). To the knowledge of the Seller, the SEC Reports appeared on their face to be appropriately responsive, in all material respects, to the applicable form requirements of the Exchange Act, and the rules and regulations promulgated thereunder. The Seller is not prompted to sell the Purchased Shares to be sol d hereunder by any information concerning the Company which is not set forth in the SEC Reports.

2.8 To the knowledge of the Seller, the SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

2.9 Other than as previously disclosed to the Purchaser, no broker or finder has acted for the Seller in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of the Seller.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASER

The Purchaser hereby represents and warrants to, and agrees with, the Seller, as of the Closing Date, as follows:

3.1 The Purchaser is a limited partnership, duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement.

3.2 The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, or official or any other person, other than other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G , any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date.

3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law.

3.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the assets of the P urchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated hereby.

3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of the Purchaser.

3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, tra nsfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased Shares, including a complete loss of its investment.

3.7 The Purchaser has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management and to review the Company’s facilities. The Purchaser believes it has received all the information it considers necessary or appropriate to decide whether to purchase the Purchased Shares. The Purchaser understands and acknowledges that such discussions, as well as any written information issued with respect to the Company, (a) were intended to describe the aspects of the Company’s business and prospects that the Company believes to be material, but were not necessarily an exhaustive description, and (b) may have contained forward-looking statements involving known and unknown risks and uncertainties that may cause the Company’s actual results in future periods or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the representations and warranties of the Seller in Article II of this Agreement or the right of the Purchaser to rely thereon, or in any way restrict or otherwise limit the Purchaser’s right to bring any ac tion or proceeding based upon fraud.

ARTICLE IV

MISCELLANEOUS

4.1 Survival of Representations, Warranties and Agreements. The covenants, representations, and warranties of each party contained herein shall survive the Closing; provided, however, that no claim arising under any of the representations set forth in the first two (2) sentences of Section 2.7, or in Section 2.8 may be brought at any time following the eighteen (18) month anniversary of the Closing Date. All statements as to factual matters contained in any certificate or other instrument delivered by either party in connection with the Closing pursuant to this Agreement shall constitute representations and warranties by such party under this Agreement as of the date of such certificate or instrument. The representations and warranties of a party (the “Representing Party”) shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of the party benefiting from such representation or warranty (the “Benefiting Party”) including, but not limited to, any investigations made (or not m ade) by any of the Benefiting Party’s advisors, agents, consultants or representatives, or by reason of the fact that the Benefiting Party or any of such advisors, agents, consultants or representatives knew or should have known that any such representation or warranty is or might be inaccurate or untrue. The parties hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of a Benefiting Party, and regardless of the results of any such investigation, the Benefiting Party has entered into these transactions in express reliance upon the representations and warranties of the Representing Party made herein.

4.2 Indemnification. Each party agrees to, severally and not jointly, defend and hold harmless the other party, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) based upon or arising out of, or otherwise in connection with (a) any material inaccuracy or breach of any representation an d warranty of such party herein, or (b) any material breach of any covenant and agreement of such party herein.

4.3 Notices. All notices and other communications by the Purchaser or the Seller hereunder shall be in writing to the other party and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via telecopy transmission and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested with postage prepaid, at the address set forth on the signature page hereto or to such other addresses as a party may from time to time designate to the other party by written notice thereof, effective only upon actual receipt.

4.4 Assignment. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto; provided, however, that this Agreement shall not be assigned by any party without the other party’s prior written consent. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

4.5 Severability. If any term, provision, agreement, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

4.6 Further Assurances. From and after the Closing Date, upon the request of the Purchaser or the Seller, each of the Seller and the Purchaser, as applicable, shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

4.7 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the Stockholders Agreement, that certain Non-Compete Letter agreement, dated as of the date hereof, by and between the Seller and TPG, and the other documents and instruments referred to herein, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

4.8 Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance.

4.9 Captions; Counterparts, Execution. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

4.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to, or otherwise giving effect to, any body of law or other rule that would cause or otherwise require the application of the laws of any other jurisdiction.

4.11 Venue; Jurisdiction. Any action or proceeding against either the Purchaser or the Seller relating in any way to this Agreement may be brought exclusively in the courts of the State of Delaware or (to the extent subject matter jurisdiction exists therefore) the United States District Court for the District of Delaware, and the Purchaser and the Seller irrevocably submits to the jurisdiction of both such courts in respect of any such action or proceeding. Any actions or proceedings to enforce a judgment issued by one of the foregoing courts may be enforced in any jurisdiction.

4.12 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PURCHASER AND THE SELLER HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION, OR SUIT (WHETHER IN CONTRACT, TORT, OR OTHERWISE), INQUIRY, PROCEEDING, OR INVESTIGATION ARISING OUT OF, OR BASED UPON, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH OF THE PURCHASER AND THE SELLER ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 4.12 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING, AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. THE PURCHASER OR THE SELLER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

4.13 No Strict Construction. The parties have participated jointly in the negotiation and drafting of this Agreement with counsel sophisticated in transactions of this type. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

4.14 Expenses. The Company and the Purchaser shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby, subject to the terms and conditions of that certain Exclusivity Letter by and between TPG and the Seller, dated August 24, 2010.

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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be duly executed as of the date hereof.

	PURCHASER:
	TPG STAR SNI, L.P.
	By: TPG STAR ADVISORS, L.L.C., its general partner
	By:	/s/ Ronald Cami
	Name:	Ronald Cami
	Title:	Vice President
	Address c/o TPG Growth, LLC 345 California Street, Suite 3300 San Francisco, CA 94104 Attn: Ransom A. Langford Facsimile: (415) 438-1329

[Stock Purchase Agreement]

	SELLER:
	WEIDER HEALTH AND FITNESS
	By:	/s/ Eric Weider
	Name:	Eric Weider
	Title:	President
	Address 21100 Erwin St. Woodland Hills, CA 91367

[Stock Purchase Agreement]

SCHEDULE 1

Purchaser	Price per Purchased Share	# of Purchased Shares	Total
TPG	$6.52	7,486,574	$48,836,167

EX-99 4 ex3s13d_101510-schiffnut.htm ex3s13d_101510-schiffnut.htm

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 15th day of October, 2010.

	TARRANT CAPITAL ADVISORS, INC.
	/s/ Ronald Cami
	Name: Ronald Cami Title: Vice President
	DAVID BONDERMAN
	/s/ Ronald Cami
	Ronald Cami on behalf of David Bonderman (1)
	JAMES G. COULTER
	/s/ Ronald Cami
	Name: Ronald Cami on behalf of James G. Coulter (2)

(1)	Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission.

(2)	Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Commission.