S-4

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TABLE OF CONTENTS
TABLE OF CONTENTS 2

As filed with the Securities and Exchange Commission on March 21, 2011

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NBTY, Inc.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware
(State or other jurisdiction of
incorporation or organization) 2833
(Primary Standard Industrial
Classification Code) 11-2228617
(I.R.S. Employer
Identification No.)

2100 Smithtown Avenue
Ronkonkoma, New York 11779
(631) 567-9500
(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Irene B. Fisher, Esq.
Senior Vice President and General Counsel
NBTY, Inc.
2100 Smithtown Avenue
Ronkonkoma, New York 11779
(631) 218-7327
(Name, Address, Including ZIP Code, and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

         If this Form is filed to register additional securities for an offering under Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed under Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
9% Senior Notes due 2018(2)	$650,000,000	100%	$650,000,000	$75,465
Guarantees of 9% Senior Notes due 2018(3)	N/A	N/A	N/A	N/A

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

The 9% Senior Notes due 2018 will be the obligations of NBTY, Inc.

(3)

Each additional registrant listed in the table below will guarantee, on an unconditional basis, the obligations of NBTY, Inc. under the 9% Senior Notes due 2018. Pursuant to Rule 457(n), no additional registration fee is being paid for the guarantees, which are not traded separately.

         The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with section 8(a) of the Securities Act, or until the Registration Statement will become effective on such date as the U.S. Securities and Exchange Commission, acting under said section 8(a), may determine.

Table of Additional Registrants⁽¹⁾

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	SIC Code	I.R.S. Employer Identification Number
5100 New Horizons Boulevard, LLC	NY	6512	20-8512423
AMERICAN HEALTH, INC.	NV	8082	11-3215708
ARCO PHARMACEUTICALS, INC.	DE	2834	11-1964154
ARTHRITIS RESEARCH CORP.	DE	2833	11-3571750
DE TUINEN LTD.	NY	2833	55-0829244
Diabetes American Research Corp.	DE	2833	20-2521263
Food Systems, Inc.	DE	2833	20-0329655
GOOD 'N NATURAL MANUFACTURING CORP.	DE	2833	06-1309453
HEALTHWATCHERS (DE), INC.	DE	2833	11-3547669
HOLLAND & BARRETT, LTD.	NY	2833	11-3521646
MET-Rx Nutrition, Inc.	DE	2834	74-2900945
MET-Rx Substrate Technology, Inc.	CA	2834	74-2900977
MET-RX USA, Inc.	NV	5499	33-0626256
NABARCO ADVERTISING ASSOCIATES, INC.	NY	7311	11-2337463
NATURE'S BOUNTY INC.	DE	5499	11-3476521
NATURE'S BOUNTY, INC.	NY	2833	11-3476520
NATURE'S BOUNTY MANUFACTURING CORP.	DE	2833	11-3155471
NatureSmart, LLC	CO	2833	84-1574109
NBTY Acquisition, LLC	DE	2833	26-2669276
NBTY CAH COMPANY	DE	8741	57-1179086
NBTY CAM COMPANY	DE	8741	57-1179084
NBTY China Holdings, Inc.	DE	8741	20-2340410
NBTY China, Inc.	DE	8741	20-2340866
NBTY DISTRIBUTION, INC.	NY	2833	65-1194684
NBTY FLIGHT SERVICES, LLC	DE	4522	20-0405973
NBTY Global, Inc.	DE	8741	20-4709742
NBTY Global Distribution, Inc.	DE	8741	26-2825233
NBTY Lendco, LLC	DE	7389	26-2669383
NBTY Manufacturing, LLC	DE	2833	11-3602075
NBTY PAH, LLC	DE	8741	20-1450146
NBTY Transportation, Inc.	DE	7515	20-1414398
NBTY Ukraine, Inc.	DE	8741	20-2417970
NBTY Ukraine 1, LLC	DE	8741	20-2418308
NBTY Ukraine 2, LLC	DE	8741	20-2418361
NUTRITION HEADQUARTERS (DE), INC.	DE	2833	11-3434258
Precision Engineered Limited (USA)	DE	2833	20-0900916
PURITAN'S PRIDE, INC.	NY	2833	06-1309452
Puritan's Pride of Japan, Inc.	DE	6719	20-5488286
Puritan's Pride Retail Stores, Inc.	NY	5499	26-2411129
Rexall, Inc.	FL	2833	75-3144967
Rexall Sundown, Inc.	FL	5122	59-1688986
RICHARDSON LABS, INC.	DE	2833	94-3290105
Solgar, Inc.	DE	2833	20-3140469
Solgar Holdings, Inc.	DE	5499	20-3140356
Solgar Mexico Holdings, LLC	DE	6719	20-3140561
The Ester C Company	AZ	2833	86-0420399
The Non-Irradiated Herbal Manufacturers Group, LLC	DE	2833	16-1690316
United States Nutrition, Inc.	DE	8741	20-0375273
VITAMIN WORLD, INC.	DE	5499	11-2302283
Vitamin World China, Inc.	DE	5499	26-3016184
VITAMIN WORLD OF GUAM LLC	DE	5499	11-3612056
VITAMIN WORLD ONLINE, INC.	NY	5499	11-3477485
VITAMIN WORLD OUTLET STORES, INC.	NV	5499	11-3215707
Worldwide Sport Nutritional Supplements, Inc.	NY	2833	16-1477378

(1)

The outstanding notes are, and the exchange notes will be, unconditionally guaranteed by the additional registrants listed above, each of which is a direct or indirect, wholly owned subsidiary of NBTY, Inc. The address (including zip code) for each of the additional registrants is 2100 Smithtown Avenue, Ronkonkoma, New York 11779, and telephone number (including area code) for each of the additional registrants is (631) 567-9500.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion dated March 21, 2011

Prospectus

NBTY, Inc.
Subsidiary Guarantors
LISTED ON THE TABLE OF ADDITIONAL REGISTRANTS

Offer to Exchange
Up to $650,000,000 principal amount of its 9% Senior Notes due 2018
that have been registered under the Securities Act of 1933 for
a like principal amount of any and all of its outstanding 9% Senior Notes due 2018

The Exchange Offer

•

We are offering to exchange all our outstanding 9% senior notes due 2018 ("outstanding notes") that are validly tendered and not validly withdrawn for an equal principal amount of our 9% senior notes due 2018 ("exchange notes" and, together with the outstanding notes, "notes") that are freely tradable, subject to specified conditions.

•

You may withdraw tenders of outstanding notes at any time before the expiration date of the exchange offer.

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2011, unless we extend the offer. We do not currently intend to extend the expiration date.

•

All outstanding notes that are validly tendered and not validly withdrawn before the expiration of the exchange offer will be exchanged for exchange notes.

•

The exchange of outstanding notes for exchange notes pursuant to the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes.

•

We will not receive any proceeds from the exchange offer.

•

The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the U.S. Securities and Exchange Commission ("SEC"). The exchange offer is not conditioned upon any minimum amount of outstanding notes being tendered for exchange.

The Exchange Notes

•

The exchange notes are being offered to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.

•

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that the transaction in which you may elect to receive the exchange notes has been registered under the Securities Act of 1933, as amended (the "Securities Act"), and therefore, the exchange notes will be freely tradable.

•

The outstanding notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by each of our existing and future domestic subsidiaries that guarantee our senior secured credit facilities.

•

The exchange notes will be senior to any existing and future debt obligations that are expressly subordinated in right of payment to the exchange notes and will be effectively subordinated to all our secured debt, including our senior secured credit facilities, to the extent of the value of the assets securing such secured debt and to all the liabilities of our subsidiaries that do not guarantee the notes.

•

We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system.

Broker-Dealers

•

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

•

Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

•

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the broker-dealer acquired such outstanding notes as a result of market-making activities or other trading activities.

•

We have agreed that, for a period of up to 180 days after the effective date of the registration statement (the "Registration Statement"), of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2011

TABLE OF CONTENTS

Where You Can Find More Information	i
Industry and Market Data	ii
Other Data	ii
Statements Regarding Forward-Looking Information	iii
Prospectus Summary	1
Summary Historical and Unaudited Pro Forma Consolidated Financial Information	13
Risk Factors	17
The Exchange Offer	36
Use of Proceeds	47
Capitalization	48
Unaudited Pro Forma Condensed Consolidated Financial Information	49
Selected Historical Consolidated Financial Data	58
Management's Discussion and Analysis of Financial Condition and Results of Operations	59
Business	86
Management	109
Executive Compensation	113
Principal Stockholders	128
Certain Relationships and Related Transactions	129
Description of Certain Indebtedness	131
Description of Exchange Notes	133
Book-Entry Settlement and Clearance	190
Material United States Federal Income Tax Considerations	193
Certain Considerations For Benefit Plan Investors	193
Plan of Distribution	196
Legal Matters	196
Experts	197
Information Agent	197
Index to Financial Statements	F-1

We have not authorized any dealer, salesperson or other person to give any information or to represent anything to you other than the information contained or incorporated by reference in this prospectus. You should not rely on any unauthorized information or representations. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where it is unlawful to do so. The information contained in this prospectus is current only as of its date and may change after that date.

        NBTY, Inc. was incorporated in New York in 1971 under the name Nature's Bounty, Inc. We changed our state of incorporation to Delaware in 1979 by merger. In 1995, we changed our name to NBTY, Inc. Our principal offices are located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779. Our telephone number is (631) 567-9500, and our website is www.nbty.com. The information on or linked to the website is not part of this prospectus.

        In this prospectus, except as the context otherwise requires or as otherwise noted, "NBTY," "Company," "we," "us" and "our" refer to NBTY, Inc. and its subsidiaries, except with respect to the notes, in which case such terms refer only to NBTY, Inc.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC the Registration Statement on Form S-4 under the Securities Act, with respect to the exchange notes offered hereby. This prospectus does not contain all the information included in the Registration Statement nor its exhibits. Additional business and financial information about us is included in the Registration Statement and its exhibits. Statements contained in this prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. A copy of the Registration Statement and the exhibits filed may be inspected without charge at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the Registration Statement may be obtained upon the payment of the fees prescribed by the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of this website is http://www.sec.gov.

        Upon the effectiveness of the Registration Statement, we will become subject to the periodic reporting and to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will file information with the SEC, including annual, quarterly and current reports. You may read and copy any document we file with the SEC, at SEC prescribed rates, at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public from the SEC's website at http://www.sec.gov. Those filings are also available to the public on our corporate website at http://www.nbty.com.

        Under the indenture under which the exchange notes will be issued (and the outstanding notes were issued), we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we (not including our subsidiaries) will furnish to the holders of the notes copies of all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such forms, and all current reports that would be required to be filed with the SEC on Form 8-K, if we were required to file such reports, in each case within the time periods specified in the indenture. In addition, following the effectiveness of the Registration Statement, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the indenture. As long as any notes remain outstanding, we will make information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act available to holders of the notes, securities analysts and prospective investors upon request. See "Description of Exchange Notes—Certain Covenants—Reports and Other Information."

        You may request a copy of these filings at no cost by sending a written request to Irene B. Fisher, our Senior Vice President and General Counsel, at our headquarters at 2100 Smithtown Avenue, Ronkonkoma, New York 11779, or by telephoning (631) 218-7327. To obtain timely delivery of any of these documents, you must request them no later than five business days before the date you must make your investment decision. Accordingly, if you would like to request any documents, you should do so no later than                         , 2011 to receive them before the expiration of this exchange offer.

INDUSTRY AND MARKET DATA

        In this prospectus, we rely on and refer to information and statistics regarding our industry, products or market share. Where possible, we obtained this information and statistics from third-party sources, such as independent industry publications, government publications or reports by market research firms. Additionally, we have supplemented third-party information where necessary with management estimates based on our review of internal surveys, information from our customers and suppliers, trade and business organizations and other contacts in the markets in which we operate, and our management's knowledge and experience. However, these estimates are subject to change and are uncertain due to limits on the availability and reliability of primary sources of information and the voluntary nature of the data gathering process. Although we believe that these independent sources and our management's estimates are reliable as of the date of this prospectus, we have not verified this information independently, and we cannot assure you of its accuracy or completeness. As a result, you should be aware that market share and industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. We make no representation as to the accuracy or completeness of the information.

OTHER DATA

        Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

ii

        References in this prospectus to our fiscal year refer to the fiscal year ended September 30 in the specified year. For example, references to "Fiscal 2010" refer to our fiscal year ended September 30, 2010.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

        This prospectus contains "forward-looking statements" within the meaning of the securities laws. You should not place undue reliance on these statements. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include:

•

potential slow or negative growth in the vitamin, mineral and supplement market;

•

consumer perception of our products due to adverse scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding nutritional supplements;

•

the loss of significant customers;

•

compliance with new and existing federal, state, local or foreign legislation or regulation, or adverse determinations by regulators anywhere in the world (including the banning of products) and, in particular, Good Manufacturing Practices ("GMPs") in the United States, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive (the "Herbal Products Directive") in Europe and greater enforcement by federal, state, local or foreign governmental entities;

•

increases in the cost of borrowings or unavailability of additional debt or equity capital, or both;

•

prolonged economic downturn or recession;

•

instability in financial markets;

•

dependency on retail stores for sales;

•

material product liability claims and product recalls;

•

our inability to obtain or renew insurance, or to manage insurance costs;

•

international market exposure;

•

legal proceedings initiated by regulators in the United States or abroad;

•

unavailability of, or our inability to consummate, advantageous acquisitions in the future, or our inability to integrate acquisitions into the mainstream of our business;

•

difficulty entering new international markets;

•

loss of executive officers and other key personnel;

•

the availability and pricing of raw materials;

iii

•

disruptions in manufacturing operations that produce nutritional supplements and loss of manufacturing certifications;

•

increased competition and failure to compete effectively;

•

our inability to respond to changing consumer preferences;

•

interruption of business or negative impact on sales and earnings due to acts of God, acts of war, sabotage, terrorism, bio-terrorism, civil unrest or disruption of delivery service;

•

work stoppages at our facilities;

•

increased raw material, utility or fuel costs;

•

fluctuations in foreign currencies, including the British pound, the euro, the Canadian dollar and the Chinese yuan;

•

interruptions in information processing systems and management information technology, including system interruptions and security breaches;

•

our inability to protect our intellectual property rights;

•

our exposure to, and the expense of defending and resolving, product liability claims, intellectual property claims and other litigation;

•

adverse tax determinations;

•

other factors disclosed in this prospectus; and

•

other factors beyond our control.

        In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus might not prove accurate. You should not place undue reliance upon them. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this prospectus, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

iv

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. This prospectus includes specific terms of the exchange offer, as well as information regarding our business and detailed financial data. You should read this prospectus, in its entirety, including "Risk Factors," the financial information and the notes thereto included herein. Unless otherwise indicated, financial information included in this prospectus is presented on an historical basis.

Our Company

        We are the leading vertically integrated manufacturer, marketer, distributor and retailer of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. Our products are marketed through four operating segments: Wholesale/U.S. Nutrition, European Retail, Direct Response and North American Retail. We currently sell over 25,000 individual stock keeping units ("SKUs") under a portfolio of well-known brands with leading category positions across their respective categories, channels and geographies. With our broad range of products, we are able to offer our wholesale customers a "one-stop" source for a wide assortment of both branded and private label products across the value spectrum. Additionally, we have a significant presence in virtually every major vitamin, minerals, herbs and supplements ("VMHS") product category and in multiple key distribution channels. We utilize our direct-to-consumer channels to identify new consumer trends and leverage our flexible manufacturing capabilities and strong supplier relationships to bring new products to market quickly. Through our world-class manufacturing operations and significant economies of scale, we believe we are a low-cost manufacturer that offers attractively priced products to retailers and consumers. In addition, we enjoy long-standing relationships with several domestic retailers, including Wal-Mart, Costco, CVS, Sam's Club, Walgreens, Kroger and Target. We believe our diversified product, channel and geographic revenue mix, strong key customer relationships and steady demand for VMHS products provide for a diversified, stable and profitable business with strong cash flows.

        NBTY, Inc. was incorporated in New York in 1971 under the name Nature's Bounty, Inc. We changed our state of incorporation to Delaware in 1979 by merger. In 1995, we changed our name to NBTY, Inc. On October 1, 2010, we consummated a merger with Alphabet Holding Company, Inc. ("Holdings") and Alphabet Merger Sub, Inc. ("Merger Sub"), affiliates of T.C. Group L.L.C. ("Carlyle"), under which Holdings acquired 100% of NBTY's equity. Holdings and Merger Sub were each organized as Delaware corporations. As a result of the merger, our common stock, which previously had traded under the symbol "NTY," is no longer listed on the New York Stock Exchange (the "NYSE"). See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

        NBTY's principal executive offices are located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779, our telephone number is (631) 567-9500, and our website is www.nbty.com. Information on, or accessible through, NBTY's website is not part of this prospectus, nor is such content incorporated by reference herein.

Operating Segments

        We market our products through a global multi-channel distribution platform, supported by our world-class manufacturing operations and supply chain.

        Wholesale/U.S. Nutrition.    We are the leading wholesale manufacturer of branded and private label VMHS products in the United States. We sell our products in virtually all major mass merchandisers, club stores, drug store chains and supermarkets. We also sell our products to independent pharmacies, health food stores, the military and other retailers. Our key brands include Nature's Bounty®, Osteo

1

Bi-Flex®, Pure Protein®, Sundown®, MET-Rx®, Ester-C®, Flex-A-Min® and Rexall®. We sell directly to health and natural food stores under the Solgar®, SISU® and Good 'N Natural® brands, to health food wholesalers under our American Health® brand and to healthcare practitioners through our Physiologics® brand. We also have licensing relationships with Disney Consumer Products, Inc. and Marvel Characters, B.V. to manufacture VMHS products for children using their character images and licensed art work. In addition to our strong brand positions, we are a leading private label manufacturer in the industry and supply the majority of private label VMHS products to several of the largest U.S. retailers. Our acquisition of the nutritional supplement business of Leiner Health Products, Inc. ("Leiner") in July 2008 enhanced our market position as a leading private label supplier and provided greater access to key customer accounts. During Fiscal 2010 branded sales accounted for approximately 60%, and private label sales accounted for approximately 40%, of our wholesale sales.

        European Retail.    We have significant retail operations throughout Europe. We are the leading VMHS specialty retailer in the United Kingdom, where, as of December 31, 2010, we generated revenue through the retail operations of 630 Holland & Barrett stores (including seven franchised stores in Singapore, one franchised store in each of South Africa and Malta and two franchised stores in Cyprus), 262 Julian Graves Ltd. ("Julian Graves") stores and 47 GNC (UK) stores. As of December 31, 2010, we also generated revenue through 37 Nature's Way stores in Ireland and 95 De Tuinen stores in the Netherlands, including 12 franchised locations. Holland & Barrett, the leading player in the U.K. VMHS specialty retail business, sells VMHS products and food products such as fruits and nuts, through a broad range of approximately 3,900 SKUs. Our GNC (UK) stores specialize in vitamins, minerals and sports nutrition products, marketing approximately 1,900 SKUs targeted at the more health-conscious sports enthusiasts and price-sensitive customers, and are a strong complement to the Holland & Barrett stores. We believe the breadth of our product offering, the superior customer service provided in our stores and the deep category and product knowledge of our well trained sales associates are key differentiators relative to our competitors. In 2008, we acquired Julian Graves, a leading U.K. retailer of nuts, fruits and confectionery goods, adding 351 stores to our U.K. footprint. In January 2010, we began converting Julian Graves stores to the more productive Holland & Barrett, Nature's Way and GNC (UK) banners. As of December 31, 2010, we had converted 75 Julian Graves stores.

        Direct Response.    Through our internet and mail-order catalogs, we are a leader in the U.S. direct response VMHS industry, offering a full line of VMHS products and selected personal care items under our Puritan's Pride® brand and other brand names, at prices that are generally at a discount to similar products sold in retail stores. We also offer products focusing on other brands through websites associated with our retail operations, such as www.vitaminworld.com, www.hollandandbarrett.com, www.detuinen.nl, www.juliangraves.com and www.gnc.co.uk. Our Puritan's Pride website has generated an average of one million visits per month since January 2010. As of December 31, 2010, Direct Response/Puritan's Pride operated across four active websites in three languages. Puritan's Pride is strategically advantaged relative to its competitors, offering high-quality products at low, direct-from-manufacturer prices, as well as multi-buy promotions, creating a seamless shopping experience for customers. Our highly-automated, state-of-the-art equipment enables us to process orders quickly, economically and efficiently, with orders typically filled within 24 hours of receipt. Puritan's Pride internet sales comprised approximately 51% of our total Puritan's Pride sales during Fiscal 2010.

        North American Retail.    As of December 31, 2010, we operated 457 Vitamin World retail stores throughout the United States, primarily in regional and outlet malls, and 81 LeNaturiste retail stores throughout Canada. Each store carries a full line of store brand products, as well as products manufactured by third parties. Vitamin World stores serve as an effective channel to identify early consumer and market trends, as well as to test new product introductions and ascertain product acceptance. We are able to provide insight into the marketplace to our domestic wholesale customers and can leverage our vertically integrated model to bring new products to the market quickly. We

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believe the direct-to-consumer channels also serve a key role in educating consumers on the VMHS category, including new products and the latest clinical studies and research.

The Transactions

        On October 1, 2010, NBTY consummated a merger transaction with Holdings and Merger Sub, under which Holdings acquired NBTY for a net purchase price of approximately $3.64 billion (the "Acquisition").

        The following transactions occurred in connection with the Acquisition:

•

investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of $1.55 billion;

•

we entered into senior secured credit facilities (our "senior secured credit facilities") consisting of (1) senior secured term loan facilities of $1.75 billion (our "term loan facilities") and (2) a senior secured revolving credit facility with commitments of $250 million (our "revolving credit facility") under a credit agreement with Barclays Bank PLC as administrative agent (the "Credit Agreement");

•

we issued $650 million aggregate principal amount of outstanding notes, which we intend to exchange hereby;

•

Merger Sub merged with and into NBTY, with NBTY surviving such merger (the "Merger");

•

at the effective time of the Merger (the "Effective Time"), each share of NBTY's common stock issued and outstanding immediately before the effective time of the Merger (other than (1) shares held by NBTY, Holdings or Merger Sub or any of their wholly owned subsidiaries and (2) shares held by stockholders who properly exercised appraisal rights) were automatically cancelled and converted into the right to receive $55 per share in cash, without interest, less applicable withholding tax;

•

at the Effective Time, each outstanding and unexercised option to purchase shares of NBTY's common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess, if any, of $55 over the per-share exercise price of such option, without interest, less applicable withholding tax;

•

at the Effective Time, each outstanding restricted stock unit issued was cancelled and the holder thereof was entitled to receive $55 per share in cash without interest, less applicable withholding tax;

•

we repaid certain indebtedness of NBTY, including its then-existing credit facilities and multi-currency term loan facility;

•

we satisfied and discharged NBTY's then-existing 7¹/8% senior subordinated notes due 2015;

•

we paid approximately $182.3 million of fees and expenses related to the foregoing, including placement and other financing fees (including discounts payable to the initial purchasers in connection with the offering of the notes); and

•

we delisted our common stock from the NYSE and de-registered our common stock under the Exchange Act.

        We refer to the Merger, the Acquisition, the equity contribution to Holdings, the borrowings under our senior secured credit facilities, the offering of the outstanding notes and the other transactions described above as the "Transactions."

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Recent Developments

        On March 1, 2011, NBTY, Holdings, Barclays Bank PLC, as administrative agent, and several other institutions party thereto as lenders entered into the First Amendment and Refinancing Agreement to the Credit Agreement under which we repriced our loans and amended certain other terms under the Credit Agreement. In addition, we terminated our existing interest rate swap contracts and entered into new contracts and modified the terms of our existing cross currency swap contracts to match the terms of our amended credit agreement. We refer to the First Amendment and Refinancing Agreement to the Credit Agreement, the new interest rate swap contracts and modified cross currency swap contracts collectively as the "Refinancing." References to the Credit Agreement in this prospectus refer to the Credit Agreement, as so amended, unless the context requires otherwise.

        Under the terms of the Refinancing, the original $250 million term loan A and $1.5 billion term loan B were replaced with a new $1.75 billion term loan B-1 and the $250 million revolving credit facility was modified to $200 million. Borrowings under term loan B-1 will bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-1 and the revolving credit facility is 3.25% per annum for Eurodollar loans and 2.25% per annum for base rate loans. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates.

        In addition, the terms of the Refinancing require the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility (including swingline loans and letters of credit). All other financial covenants required by the original senior secured credit facility were removed.

        As a result of the Refinancing, approximately $20.8 million of previously capitalized deferred financing costs were expensed. In addition, approximately $2.4 million of the call premium on term loan B and termination costs on interest rate swap contracts of approximately $1.5 million were also expensed. Financing costs capitalized in connection with the Refinancing of approximately $24.3 million, consisting of bank fees of approximately $11.7 million and the remaining portion of the call premium on term loan B of approximately $12.6 million, will be amortized over the remaining term using the effective interest rate method.

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The Exchange Offer

        On October 1, 2010, we completed a private offering of $650 million aggregate principal amount of the outstanding notes. The following is a summary of this exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of this exchange offer, see the section entitled "The Exchange Offer" elsewhere in this prospectus.

General	In connection with the private offering, we entered into a registration rights agreement (the "registration rights agreement") with the initial purchasers of the outstanding notes in which we agreed, among other things, to deliver this prospectus to you and to use our commercially reasonable efforts to complete an exchange offer for the outstanding notes.
Exchange Offer	We are offering to exchange up to $650 million principal amount of exchange notes, which have been registered under the Securities Act, for a like amount of $650 million principal amount of outstanding notes.
	The outstanding notes that are validly tendered and not validly withdrawn may be exchanged only in denominations of $2,000 and integral multiples of $1,000 thereafter.
Resale of the Exchange Notes	Based upon interpretations by the staff of the SEC (the "Staff") in certain no-action letters issued to unrelated third parties in other transactions, we believe that you may offer for resale, resell, or otherwise transfer, the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, if:
	•       you are not a broker-dealer who purchased the outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;
	•       you are acquiring the exchange notes in the ordinary course of your business,
	•       you are not engaging in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes, and
	•       you are not our "affiliate" as defined in Rule 405 of the Securities Act, or an affiliate of any guarantor.
	However, we have not submitted a no-action letter and there can be no assurance that the Staff will make a similar determination with respect to this exchange offer. Furthermore, to participate in this exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

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	If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale or other transfer of the exchange notes.
	Broker-dealers and any holder using this prospectus to participate in a distribution of the exchange notes cannot rely on the position of the Staff set forth in certain no-action letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale or other transfer of the exchange notes. See "Plan of Distribution."
	Each broker-dealer that receives exchange notes for its own account under this exchange offer in exchange for outstanding notes that it acquired as a result of market-making or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or other transfer of the exchange notes and provide us with a signed acknowledgement of this obligation.
Expiration Date	This exchange offer will expire at 5:00 p.m., New York City time, on                        , 2011, unless we extend this exhange offer.
Conditions to the Exchange Offer	This exchange offer is subject to limited, customary conditions, which we may waive. See "The Exchange Offer—Conditions to this Exchange Offer."
Procedures for Tendering Outstanding Notes	If you wish to accept this exchange offer, you must complete, sign and date the letter of transmittal according to the instructions in this prospectus and in the letter of transmittal and send it, together with all other documents required by the letter of transmittal, including the outstanding notes that you wish to exchange, to The Bank of New York Mellon ("BNYM"), as exchange agent, at the address indicated in this prospectus and on the cover page of the letter of transmittal. Alternatively, you can tender your outstanding notes by following the procedures for book-entry transfer described in this prospectus.
	If your outstanding notes are held through the Depository Trust Company ("DTC"), and you wish to participate in this exchange offer, you may do so through DTC's automated tender offer program. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal.

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	By signing, or by agreeing to be bound by, the letter of transmittal, you will be representing to us that:
	•       you will be acquiring the exchange notes in the ordinary course of your business,
	•       you are not engaging, do not intend to engage, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes,
	•       you acknowledge and agree that any person who is a broker-dealer registered under the Exchange Act, or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or other transfer of the exchange notes and cannot rely on the position of the Staff set forth in certain no-action letters,
	•       you understand that a secondary resale transaction described above and any resales of the exchange notes or other transfer of the exchange notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K,
	•       you are not our affiliate as defined under Rule 405 of the Securities Act, or an affiliate of any guarantor,
	•       if you are a broker-dealer that will receive exchange notes for your own account pursuant to the exchange offer, the outstanding notes tendered in the exchange offer were acquired by you as a result of market-making activities or other trading activities, and you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or other transfer of such exchange notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act, and
	•       you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.
Guaranteed Delivery Procedures for Tendering Outstanding Notes	If you cannot meet the expiration deadline, you cannot deliver your outstanding notes, the letter of transmittal, or any other documentation in a timely fashion, or you cannot complete the applicable procedures of DTC's Automatic Tender Offer Program on or before the expiration date, you may tender your notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Guaranteed Delivery Procedures."

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Special Procedures for Beneficial Holders	If you beneficially own outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in this exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in this exchange offer on your own behalf, you must, before completing and executing the letter of transmittal and delivering your outstanding notes, either arrange to have the outstanding notes registered in your name, or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed before the expiration date.
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept any outstanding notes that are properly tendered and not validly withdrawn for exchange before 5:00 p.m., New York City time, on the expiration date. We will be deemed to have accepted for exchange, and to have exchanged, validly tendered outstanding notes, if, as and when we give oral (promptly confirmed in writing) or written notice thereof to the exchange agent.
Withdrawal Rights	If you tender your outstanding notes for exchange in this exchange offer and later wish to withdraw them, you may do so at any time before 5:00 p.m., New York City time, on the day this exchange offer expires.
Consequences if You Do Not Exchange Your Outstanding Notes	Outstanding notes that are not tendered in this exchange offer, or are tendered but not accepted for exchange, will continue to bear legends restricting their transfer. You will not be able to sell the outstanding notes unless:
	•       an exemption from the requirements of the Securities Act is available to you,
	•       we register the resale of outstanding notes under the Securities Act, or
	•       the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.
	After the completion of this exchange offer, we will no longer have any obligation to register the outstanding notes under the federal securities laws, except in limited circumstances. See "The Exchange Offer—Consequences of Failure to Exchange."

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Interest	Interest on the outstanding notes accepted for exchange in this exchange offer will cease to accrue upon the issuance of the exchange notes. The exchange notes will bear interest from the date of issuance of the exchange notes or the date of the last periodic payment of interest on such exchange notes, whichever is later, and such interest will be payable, together with accrued and unpaid interest on the outstanding notes accepted for exchange, on the first interest payment date following the closing of this exchange offer. Interest will continue to accrue on any outstanding notes that are not exchanged for exchange notes in this exchange offer.
United States Federal Income Tax Considerations	The exchange of the outstanding notes for the exchange notes generally will not be a taxable event for United States federal income tax purposes. See "Material United States Federal Income Tax Considerations."
Exchange Agent	BNYM, the trustee under the indenture, is serving as the exchange agent. Its address and telephone number are provided in this prospectus under the heading "The Exchange Offer—Exchange Agent."
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to this exchange offer. See "Use of Proceeds."
Accounting Treatment	We will not recognize any gain or loss for accounting purposes upon the completion of this exchange offer in accordance with generally accepted accounting principles. See "The Exchange Offer—Accounting Treatment."

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Terms of the Exchange Notes

        The forms and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes:

•

will be registered under the Securities Act and therefore will not bear legends restricting their transfer under the Securities Act; and

•

will not be entitled to specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of additional interest in specified circumstances.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the same indenture under which the outstanding notes were issued, which is governed by New York law. The following summary contains basic information about the exchange notes and is not intended to be complete. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled "Description of Exchange Notes."

Issuer	NBTY, Inc.
Notes Offered	Up to $650,000,000 aggregate principal amount of 9% senior notes due 2018.
Maturity Date	October 1, 2018.
Interest	9% per annum, payable semi-annually, in arrears, on April 1 and October 1 of each year, beginning on                        , 2011.
Guarantees	The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by each of our existing and future domestic subsidiaries that guarantee our senior secured credit facilities. See "Description of Exchange Notes—Guarantees."
Ranking	The exchange notes and guarantees thereof will be the unsecured senior obligations of NBTY, Inc. and the guarantors, respectively, and will:
	•       rank senior in right of payment to the issuer's and the guarantors' existing and future debt and other obligations that expressly provide for their subordination to the notes and the guarantees;
	•       rank equally in right of payment to all the issuer's and the guarantors' existing and future senior unsecured debt;
	•       be effectively junior to the issuer's and the guarantors' existing and future senior secured debt to the extent of the value of the collateral securing such debt, including borrowings under our senior secured credit facilities; and
	•       be structurally subordinated to all the existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the notes.

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	As of December 31, 2010, (1) the notes and related guarantees ranked effectively junior to approximately $1.75 billion of senior secured indebtedness consisting solely of borrowings under our senior secured credit facilities and capital leases, (2) we have an additional $200 million of available unused commitments under our revolving credit facility, and (3) our non-guarantor subsidiaries have approximately $0.2 million aggregate principal amount of indebtedness outstanding.
Optional Redemption	We may redeem some or all the exchange notes at any time on or after October 1, 2014 at the redemption prices listed in the "Description of Exchange Notes" section under the heading "Optional Redemption," plus accrued and unpaid interest, if any, to the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the notes before October 1, 2013 with the proceeds of certain equity offerings at a redemption price of 109%, plus accrued and unpaid interest, if any, to the redemption date. We also may redeem some or all the notes before October 1, 2014 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium.
Change of Control	If we experience certain kinds of changes of control, we must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest. See "Description of Exchange Notes—Change of Control."
Mandatory Offer to Repurchase Following Certain Asset Sales	If we sell certain assets, under certain circumstances we must offer to repurchase the notes at par. See "Description of Exchange Notes—Certain Covenants—Asset Sales."
Certain Covenants	The indenture contains covenants that limit, among other things, our ability and the ability of some of our subsidiaries to:
	•       incur additional debt or issue certain preferred shares;
	•       pay dividends on or make other distributions in respect of our capital stock or make other restricted payments;
	•       make investments;
	•       create liens;
	•       merge or consolidate, or sell, transfer or otherwise dispose of substantially all our assets;
	•       enter into certain transactions with affiliates; and
	•       designate our subsidiaries as unrestricted.
	These covenants are subject to a number of important qualifications and limitations. See "Description of Exchange Notes—Certain Covenants."

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Certain covenants will cease to apply to the notes for so long as the notes have investment grade ratings from both Moody's Investors Service, Inc. and Standard & Poor's Rating Services.

Risk Factors

        You should consider all the information contained in or incorporated by reference into this prospectus before making an investment in the exchange notes. In particular, you should consider the factors under "Risk Factors."

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SUMMARY HISTORICAL AND UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        The following table sets forth our summary historical financial information and summary unaudited pro forma consolidated financial information for the periods and dates indicated. The summary unaudited pro forma consolidated financial information is for information purposes only and does not purport to present what our results of operations and financial condition would have been had the Transactions and Refinancing actually occurred on the date indicated, nor does it project our results of operations for any future period or our financial condition at any future date. This information is only a summary and should be read in conjunction with the "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated unaudited interim financial statements of our business and notes thereto and our consolidated audited annual financial statements and the accompanying notes appearing elsewhere in this prospectus, as well as the other financial information included in this prospectus.

        The summary historical financial information as of September 30, 2009 and 2010 and December 31, 2010, for each of the years ended September 30, 2008, 2009 and 2010 and for the three-month periods ended December 31, 2009 and 2010 have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). The balance sheet data as of September 30, 2009 and 2010 and the statement of income and cash flow data for each of the three years ended September 30, 2008, 2009 and 2010 have been derived from the audited consolidated financial statements of our business included elsewhere in this prospectus. The balance sheet data as of December 31, 2010 and the statement of income and cash flow data for the three-month periods ended December 31, 2009 and 2010, are derived from the unaudited interim consolidated financial statements of our business included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information set forth herein. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year or any future reporting period.

        The summary unaudited pro forma consolidated financial information for the twelve-month period ended December 31, 2010, has been calculated by subtracting the unaudited pro forma statement of operations for the three-month period ended December 31, 2009 from the unaudited pro forma statement of operations for the year ended September 30, 2010 and then adding the unaudited pro forma statement of operations for the three-month period ended December 31, 2010 included elsewhere in this prospectus. The summary unaudited pro forma consolidated statement of operations data has been adjusted to give effect to the Transactions and Refinancing as if these events occurred on October 1, 2009. For purposes of the presentation, pro forma adjustments give effect to events that are directly attributable to the Transactions and Refinancing, are factually supportable, and expected to have a continuing impact on our business. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable.

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		Historical
																	Pro Forma
											Three Months Ended December 31,
		Year Ended September 30,															Twelve Months Ended December 31, 2010 Successor
		2008 Predecessor			2009 Predecessor			2010 Predecessor			2009 Predecessor			2010 Successor
		(Dollars in thousands)
Statement of Income (Loss) Data:
Net Sales		$	2,179,469		$	2,581,950		$	2,826,737		$	751,151		$	742,162		$	2,817,748
Costs and expenses:
	Cost of sales		1,102,169			1,458,437			1,521,555			411,448			510,066			1,500,702
	Advertising, promotion and catalog		140,479			110,098			137,556			28,742			28,688			137,502
	Selling, general and administrative		700,209			737,786			767,946			188,731			203,383			807,786
	Merger expenses		—			—			45,903			—			38,874			—
	IT project termination costs		—			11,718			—			—			—			—
	Total		1,942,857			2,318,039			2,472,960			628,921			781,011			2,445,990
Income (loss) from operations			236,612			263,911			353,777			122,230			(38,849	)		371,758
Interest expense			(18,639	)		(34,882	)		(30,195	)		(8,056	)		(46,599	)		(158,168	)
Miscellaneous, net			13,067			(61	)		4,133			1,755			1,687			4,065
Income (loss) before provision for income taxes			231,040			228,968			327,715			115,929			(83,761	)		217,655
Provision (benefit) for income taxes			77,889			83,239			114,045			40,343			(20,325	)		88,492
Net income (loss)		$	153,151		$	145,729		$	213,670		$	75,586		$	(63,436	)	$	129,163
Balance Sheet Data (at period end):
Cash					$	106,001		$	346,483					$	146,713
Working capital(1)						674,439			849,338						775,464
Total assets						1,960,221			2,200,769						4,907,686
Total debt (including current portion)						476,522			419,286						2,400,226
Long-term debt, net of current portion						437,629			341,128						2,375,625
Total stockholders' equity						1,127,825			1,379,953						1,462,562
Statement of Cash Flows Data:
Net cash provided by (used in) operating activities		$	177,405		$	136,937		$	371,752		$	60,015		$	(42,934	)
Net cash used in investing activities			(345,566	)		(27,992	)		(82,103	)		(8,320	)		(3,994,773	)
Net cash provided by (used in) financing activities			174,601			(91,716	)		(47,227	)		1,115			3,838,206
Other Financial and Operating Data:
Capital expenditures		$	49,097		$	43,375		$	69,903		$	9,883		$	12,341
EBITDA(2)			310,400			332,738			424,714			140,932			(12,013	)		476,401
Pro Forma Consolidated EBITDA(2)																		501,177
Ratio of Earnings to Fixed Charges(3)			5.08x			3.97x			5.42x			7.03x			—	(3)

(1)

Working capital consists of current assets, including cash and cash equivalents, minus current liabilities.

(2)

EBITDA consists of earnings before interest expense, taxes, depreciation and amortization. Consolidated EBITDA, as defined in our senior secured credit facilities, as amended, eliminates the impact of a number of items we do not consider indicative of our ongoing operating performance and has been presented on a pro forma basis to take into account, among other things, the impact of the Transactions and Refinancing on our historical financial performance. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. We present EBITDA and Pro Forma Consolidated EBITDA and the related ratio data because we consider these items to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries with similar capital structures. We believe issuers of "high yield" securities also present EBITDA and Pro Forma Consolidated EBITDA and the related ratio data because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that these items are appropriate supplemental measures of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges.

(3)

Earnings consist of income before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest on borrowings, amortization of deferred financing costs, capitalized interest and the proportion deemed representative of the interest factor within rent expense. We did not have any preferred shares outstanding during the periods indicated. For the three months ended December 31, 2010, earnings were insufficient to cover fixed charges by $83,761.

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        EBITDA and Pro Forma Consolidated EBITDA and the related ratio data have limitations as analytical tools, and you should not consider these items in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•

EBITDA and Pro Forma Consolidated EBITDA:

•

exclude certain tax payments that may represent a reduction in cash available to us;

•

do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

do not reflect changes in, or cash requirements for, our working capital needs; and

•

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Pro Forma Consolidated EBITDA do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate EBITDA and Pro Forma Consolidated EBITDA differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, EBITDA and Pro Forma Consolidated EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Pro Forma Consolidated EBITDA only supplementally.

        In addition, in calculating Pro Forma Consolidated EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate.

        In addition, in evaluating Pro Forma Consolidated EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of Pro Forma Consolidated EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See "Risk Factors—Risks Relating to Our Business—The pro forma financial information in this prospectus may not be reflective of our operating results and financial conditions following the Transactions, and we may be unable to achieve anticipated cost savings and other benefits."

15

        The following table reconciles net income to EBITDA and Pro Forma Consolidated EBITDA for the periods presented:

		Historical
													Pro Forma
								Three Months Ended December 31,
		Year Ended September 30,											Twelve Months Ended December 31, 2010 Successor
		2008 Predecessor		2009 Predecessor		2010 Predecessor		2009 Predecessor		2010 Successor
		(In thousands)
Net Income (loss)		$	153,151	$	145,729	$	213,670	$	75,586	$	(63,436	)	$	129,163
	Interest expense		18,639		34,882		30,195		8,056		46,599			158,168
	Income tax provision (benefit)		77,889		83,239		114,045		40,343		(20,325	)		88,492
	Depreciation and amortization		60,721		68,888		66,804		16,947		25,149			100,578
EBITDA		$	310,400	$	332,738	$	424,714	$	140,932	$	(12,013	)		476,401
	Management fee(a)													3,000
	Public company costs(b)													768
	Asset impairments(c)													3,533
	Severance costs(d)													2,675
	Stock-based compensation(e)													5,702
	Other non-recurring items(f)													9,098
Pro Forma Consolidated EBITDA													$	501,177

(a)

Reflects the exclusion of the annual management fee paid to Carlyle.

(b)

Reflects the exclusion of costs expected to be reduced or eliminated as a result of becoming a private company. These costs include a lower premium on our directors' and officers' insurance and lower public shareholder relations expenses.

(c)

Reflects the exclusion of non-cash asset impairments during the twelve-month period ended December 31, 2010 of $3.5 million for the write-down of a contract manufacturing agreement with Bayer.

(d)

Reflects the exclusion of severance costs incurred during the twelve-month period ended December 31, 2010 by our various subsidiaries.

(e)

Reflects the exclusion of non-cash expenses related to stock options and restricted stock units incurred during the twelve-month period ended December 31, 2010.

(f)

Reflects the exclusion of non-recurring items in the twelve-month period ended December 31, 2010, including (i) $5.0 million of one-time legal costs in connection with litigation matters, (ii) $2.3 million of integration costs related to the Julian Graves and Ultimate Biopharma (Zhongshan) Corporation ("Ultimate") acquisitions, (iii) $1.4 million of losses on property and equipment disposals, (iv) $0.2 million of one-time costs associated with the opening of a new U.K. facility and (v) $0.2 million of an executive sign-on bonus.

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RISK FACTORS

In deciding whether to participate in this exchange offer, you should carefully consider the risks described below, which could cause our operating results and financial condition to be materially adversely affected, as well as other information and data included in this prospectus. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a materially adverse affect on our business, financial condition or results of operations. You may lose all or part of your original investment. Information contained in this section may be considered "forward-looking statements." See "Statements Regarding Forward-Looking Information" for a discussion of certain qualifications regarding such statements.

Risks Relating to this Exchange Offer

If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

        We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate this exchange offer, you may continue to hold outstanding notes that are not registered under the Securities Act and that are subject to the existing transfer restrictions, and you will not have any further registration rights in respect of the outstanding notes, except in limited circumstances. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After this exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because fewer outstanding notes will remain outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate this exchange offer could lower the market price of such exchange notes.

An active trading market may not develop for the exchange notes.

        The exchange notes have no established trading market and will not be listed on any securities exchange or for quotation on any quotation system. The initial purchasers are not obligated to make a market in the exchange notes, and may discontinue any such market making at any time without notice. The liquidity of any market for the exchange notes will depend upon many factors.

        Accordingly, we cannot assure you that a market or liquidity will develop for the exchange notes. If a market develops, the notes could trade at prices that may be lower than the initial offering price of the notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market for the exchange notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the exchange notes.

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Risks Relating to the Notes

Your right to receive payments on the notes will be effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes will be effectively subordinated to all our guarantors' existing and future secured indebtedness.

        Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, NBTY, Inc. and certain of its subsidiaries, including the guarantors, are parties to the senior secured credit facilities, which are secured by liens on substantially all our assets and the guarantors' assets. The notes are effectively subordinated to all our secured indebtedness to the extent of the value of the assets securing that indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have a prior claim to those of our assets that constitute their collateral. Holders of the notes participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, noteholders may receive less, ratably, than holders of secured indebtedness.

        As of December 31, 2010, the aggregate amount of our secured indebtedness was approximately $1,750 million. We have $200 million of unused commitments available for additional borrowing under the revolving portion of our senior secured credit facilities, as amended. We are permitted to incur substantial additional indebtedness, including secured debt, in the future under the terms of the indenture governing the notes. See "Description of Certain Indebtedness—Senior Secured Credit Facilities" and "Description of Exchange Notes—Certain Covenants."

Restrictive covenants in the indenture governing the notes and the agreements governing the senior secured credit facilities may restrict our ability to pursue our business strategies.

        The indenture governing the notes and the agreements governing the senior secured credit facilities limit our ability, and the terms of any future indebtedness may limit our ability, among other things, to:

•

incur or guarantee additional indebtedness;

•

make certain investments;

•

pay dividends or make distributions on our capital stock;

•

sell assets, including capital stock of restricted subsidiaries;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

consolidate, merge, sell or otherwise dispose of all or substantially all our assets;

•

enter into transactions with our affiliates;

•

incur liens; and

•

designate any of our subsidiaries as unrestricted subsidiaries.

        The restrictions contained in the indenture governing the notes and the agreement governing our senior secured credit facilities also could limit our ability to plan for, or react to, market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.

        A breach of any of these restrictive covenants (to the extent applicable at such time), or our inability to comply with the required financial ratios, could result in a default under the agreement

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governing our senior secured credit facilities. If a default occurs, the lenders under the senior secured credit facilities may elect to:

•

declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable; or

•

prevent us from making payments on the notes,

either of which would result in an event of default under the indenture governing the notes. The lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay outstanding borrowings when due, the lenders under our senior secured credit facilities also have the right to proceed against the collateral, including our available cash, granted to them to secure the indebtedness. If the indebtedness under our senior secured credit facilities and the notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including the notes. See "Description of Certain Indebtedness—Senior Secured Credit Facilities" and "Description of Exchange Notes—Certain Covenants."

Claims of noteholders will be effectively subordinated to claims of creditors of all our non-guarantor subsidiaries.

        The outstanding notes are, and the exchange notes will be, guaranteed on a senior basis by our current and future domestic subsidiaries that are guarantors of our senior secured credit facilities. However, the historical consolidated financial statements and the pro forma consolidated financial information included in this prospectus include all our domestic and foreign subsidiaries. Our foreign subsidiaries, which do not guarantee the notes, held approximately $1,162 million, or 24%, of our total assets and $110 million, or 3%, of our total liabilities as of December 31, 2010 and accounted for approximately $833 million, or 29%, of our net sales, for Fiscal 2010, and approximately $223 million, or 30% of our net sales, for the three months ended December 31, 2010 (all amounts presented exclude intercompany balances). In addition, we have the ability to designate certain of our subsidiaries as unrestricted subsidiaries under the terms of the indenture, and any subsidiary so designated will not be a guarantor of the notes.

        Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that we or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of noteholders to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of debt of that subsidiary.

The trading price of the notes may be volatile and can be directly affected by many factors, including our credit rating.

        The trading price of the notes could be subject to significant fluctuation in response to, among other factors, changes in our operating results, interest rates, the market for non-investment grade securities, general economic conditions and securities analysts' recommendations, if any, regarding our securities.

        Credit rating agencies continually revise their ratings for companies they follow, including us. Any ratings downgrade could adversely affect the trading price of the notes, or the trading market for the notes, to the extent a trading market for the notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading price of the notes.

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We are a holding company with no operations and may not have access to sufficient cash to make payments on the notes.

        We are a holding company and have limited direct operations. Our most significant assets are the equity interests we hold in our subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations and such dividends may be restricted by law or the instruments governing our indebtedness, including the indenture governing the notes, the agreements governing our senior secured credit facilities or other agreements of our subsidiaries. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the notes. In addition, our subsidiaries are separate and distinct legal entities and, except for our existing and future subsidiaries that will be the guarantors of the notes, any payments on dividends, distributions, loans or advances to us by our subsidiaries could be subject to legal and contractual restrictions on dividends. In addition, payments to us by our subsidiaries will be contingent upon our subsidiaries' earnings. Additionally, we may be limited in our ability to cause our existing and any future joint ventures to distribute their earnings to us. Subject to certain qualifications, our subsidiaries are permitted under the terms of our indebtedness, including the indenture governing the notes, to incur additional indebtedness that may restrict payments from those subsidiaries to us. We cannot assure you that agreements governing the current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments of principal premiums, if any, and interest on the notes when due. In addition, any guarantee of the notes will be subordinated to any senior secured indebtedness of a subsidiary guarantor to the extent of the assets securing such indebtedness.

Federal and state statutes may allow courts, under specific circumstances, to void the guarantees and require noteholders to return payments received from guarantors.

        Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be deemed a fraudulent transfer if the guarantor received less than a reasonably equivalent value in exchange for giving the guarantee and

•

was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the guarantee, or

•

was engaged in business or a transaction, or was about to engage in business or a transaction, for which property remaining with the guarantor was an unreasonably small capital, or

•

intended to incur, or believed that it would incur, debts that would be beyond the guarantor's ability to pay as those debts matured.

        A guarantee could also be deemed a fraudulent transfer if it was given with actual intent to hinder, delay or defraud any entity to which the guarantor was or became, on or after the date the guarantee was given, indebted.

        The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation, or

•

the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•

it could not pay its debts as they become due.

20

        We cannot predict:

•

what standard a court would apply in order to determine whether a guarantor was insolvent as of the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or

•

whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.

        The indenture contains a "savings clause" intended to limit each subsidiary guarantor's liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended. In a recent case, the U.S. Bankruptcy Court in the Southern District of Florida found this kind of provision in that case to be ineffective, and held the subsidiary guarantees to be fraudulent transfers and voided them in their entirety. Although this ruling was reversed, there can be no assurance that other courts will not reach the same conclusion as the U.S. Bankruptcy Court in the Southern District of Florida.

        If a guarantee is deemed to be a fraudulent transfer, it could be voided altogether, or it could be subordinated to all other debts of the guarantor. In such case, any payment by the guarantor under its guarantee could be required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor. If a guarantee is voided or held unenforceable for any other reason, noteholders would cease to have a claim against the subsidiary based on the guarantee and would be creditors only of NBTY, Inc. and any guarantor whose guarantee was not similarly voided or otherwise held unenforceable.

The lenders under our senior secured credit facilities have the discretion to release the guarantors under our senior secured credit facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

        While any obligations under our senior secured credit facilities remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes, at the discretion of lenders under our senior secured credit facilities, if such guarantor is no longer a guarantor of obligations under our senior secured credit facilities or any other indebtedness. See "Description of Exchange Notes—Guarantees." The lenders under our senior secured credit facilities will have the discretion to release the guarantees under our senior secured credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

We may not be able to satisfy our obligations to holders of the notes upon a change of control.

        Upon the occurrence of a "change of control," as defined in the indenture, each noteholder will have the right to require us to purchase the notes at a price equal to 101% of the principal amount, together with any accrued and unpaid interest. Our failure to purchase, or give notice of purchase of, the notes would be a default under the indenture, which would in turn be a default under our senior secured credit facilities and the indenture governing the notes. In addition, a change of control may constitute an event of default under our senior secured credit facilities and the indenture governing the notes. A default under our senior secured credit facilities and the indenture governing the notes would result in an event of default under the indenture if the lenders accelerate the debt under our senior secured credit facilities or the holders accelerate the debt under the indenture governing the notes.

        If a change of control occurs, we may not have enough assets to satisfy all obligations under the indenture related to the notes. Upon the occurrence of a change of control we could seek to refinance

21

the indebtedness under our senior secured credit facilities and the indenture governing the notes or obtain a waiver from the lenders, the holders of our existing notes or you as a holder of the exchange notes. We cannot assure you, however, that we would be able to obtain a waiver or refinance our indebtedness on commercially reasonable terms, if at all. No assurances can be given that any court would enforce the change of control provisions in the indenture governing the notes as written for the benefit of the holders, or as to how these change of control provisions would be impacted were we to become a debtor in a bankruptcy case.

Certain private equity investment funds affiliated with Carlyle own substantially all the equity of Holdings, our sole shareholder, and their interests may not be aligned with yours.

        Carlyle owns substantially all the fully diluted equity of Holdings, our sole shareholder, and, therefore, has the power to control our affairs and policies. Carlyle also controls the election of directors, the appointment of management, the entry into mergers, sales of substantially all our assets and other extraordinary transactions. The directors so elected have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. Carlyle's interest could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Carlyle and certain of its affiliates and co-investors, as equity holders, might conflict with your interests as a noteholder. Carlyle also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a noteholder. Additionally, Carlyle is in the business of making investments in companies, and from time to time in the future may acquire interests in businesses that directly or indirectly compete with certain portions of our business, or are suppliers or customers of ours.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes.

        As a result of the Merger, we have a significant amount of indebtedness. At December 31, 2010, we had $2.4 billion of indebtedness on a consolidated basis, of which $1.75 billion is secured indebtedness. After giving effect to the Refinancing, we also have an additional $200 million of unused commitments under the revolving portion of our senior secured credit facilities, as amended. Our substantial indebtedness could have important consequences. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;

•

increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

•

restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•

expose us to the risk of increased interest rates as borrowings under our senior secured credit facilities will be subject to variable rates of interest;

•

expose us to additional risks related to currency exchange rates and repatriation of funds;

•

place us at a competitive disadvantage compared to our competitors that have less debt; and

22

•

limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes.

        In addition, the indenture and our senior secured credit facilities each contain affirmative and negative covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our indebtedness under the indenture governing the notes and the senior secured credit facilities.

Despite current indebtedness levels and restrictive covenants, we and our subsidiaries may incur additional indebtedness in the future. This could further exacerbate the risks associated with our substantial financial leverage.

        The indenture governing the notes and the senior secured credit facilities permit us to incur a substantial amount of additional debt, including secured debt. Any additional borrowings under the senior secured credit facilities, and any other secured debt, would be effectively senior to the notes and any guarantees thereof to the extent of the value of the assets securing such indebtedness. If new debt is added to current debt levels, the risks that we now face as a result of our leverage would intensify.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

        Our ability to make cash payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures, will depend on our ability to generate significant operating cash flow in the future. This, to a significant extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        Our business may not generate sufficient cash flow from operations and future borrowings may not be available under our senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. In such circumstances, we may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, we may need to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. Such actions, if necessary, may not be effected on commercially reasonable terms or at all. The indenture governing the notes and our senior secured credit facilities restrict our ability to sell assets and use the proceeds from such sales.

        If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indenture governing the notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers in the future from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

23

We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could negatively impact our business.

        In the current volatile credit market, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including extending credit up to the maximum permitted by a senior secured credit facilities and otherwise accessing capital or honoring loan commitments. If our lenders are unable to fund borrowings under their credit commitments with us, or we are unable to borrow, it could be difficult in this environment to replace our senior secured credit facilities on similar terms.

Risks Relating to Our Business

Our success is linked to the size and growth rate of the vitamin, mineral and supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

        An adverse change in size or growth rate of the vitamin, mineral and supplement market could have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

Instability in financial markets could adversely affect our ability to access the credit markets.

        In 2009, worldwide financial markets exhibited dramatic instability and the availability of credit became precarious. Markets stabilized somewhat in 2010, but worldwide economic conditions remain unsettled. If these conditions persist, they could affect our ability to access the credit markets. Any restriction on our ability to access credit markets could limit our ability to pursue acquisitions or to expand otherwise, and could negatively affect our financial conditions or results of operations.

A prolonged economic downturn or recession could adversely affect the retail and nutritional supplement industries and restrict our future growth.

        In Fiscal 2010, general worldwide economic conditions continued to decline in many countries. These conditions could negatively affect our sales because many consumers consider the purchase of our products discretionary. We cannot predict the timing or duration of any economic downturn or recession, or the timing or strength of a subsequent recovery, or the worldwide locations that may continue to be impacted by these general economic conditions. If the markets for our products significantly deteriorate due to these economic effects, our business, financial condition and results of operations will likely be materially and adversely affected.

Because a substantial majority of our sales are to or through retail stores, we are dependent to a large degree upon the success of this channel as well as the success of specific retailers in the channel.

        Approximately 66% of our sales for both Fiscal 2010 and our fiscal quarter ended December 31, 2010 were in the United States. In this market, we sell our products primarily to or through our and third-party retail stores. Because of this, we are dependent to a large degree upon the growth and success of that channel as well as the growth and success of specific retailers in the channel, which are outside our control. There can be no assurance that the retail channel will be able to grow as it faces price and service pressure from other channels, including the mass market.

24

One of our customers accounted for 16% and 15% of our consolidated net sales during Fiscal 2010 and the fiscal quarter ended December 31, 2010, respectively, and the loss of this customer, or any of our other major customers, could have a material adverse effect on our results of operations.

        During Fiscal 2010, Wal-Mart, individually, accounted for 27% of our Wholesale/U.S. Nutrition segment's net sales and 16% of our consolidated net sales. During the fiscal quarter ended December 31, 2010, Wal-Mart, individually, accounted for 24% of our Wholesale/U.S. Nutrition segment's net sales and 15% of our consolidated net sales. As of December 31, 2010, Wal-Mart, individually, accounted for 20% of our Wholesale/U.S. Nutrition segment's total gross accounts receivable. Additionally, for both Fiscal 2010 and the fiscal quarter ended December 31, 2010, our other top three wholesale customers collectively accounted for approximately 23% of our Wholesale/U.S. Nutrition segment's net sales and 14% of our consolidated net sales. We do not have a long-term contract with Wal-Mart or any other major customer, and the loss of this customer or any other major customer could have a material adverse affect on our results of operations. In addition, our results of operations and ability to service our debt obligations would be impacted negatively to the extent Wal-Mart is unable to make payments to us, or does not make timely payments on outstanding accounts receivables.

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

        We believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption of nutritional supplements. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other favorable research findings or publicity will be favorable to the nutritional supplement market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows. Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on us, the demand for our products, and our business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

Complying with new and existing government regulation, both in the United States and abroad, could increase our costs significantly, reduce our growth prospects and adversely affect our financial results.

        The processing, formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by several U.S. federal agencies, including the United States Food and Drug Administration ("FDA"), the United States Federal Trade Commission ("FTC"), the U.S. Customs and Border Protection ("CBP"), the U.S. Postal Service ("USPS"), the Consumer Product Safety Commission ("CPSC"), the Department of Agriculture, the U.S. Department of Labor's Occupational Safety & Health Administration ("OSHA") and the U.S. Environmental Protection Agency ("EPA"), as well as various state, local and international laws and agencies of the localities in which our products are sold, including Health Canada and the Competition Bureau in Canada, the

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Food Standards Agency ("FSA") and the Department of Health in the U.K. and similar regulators in Ireland, the Netherlands, the European Union ("EU") and China. Government regulations may prevent or delay the introduction, or require the reformulation, of our products. Some agencies, such as the FDA, could require us to remove a particular product from the market, delay or prevent the import of raw materials for the manufacture of our products, or otherwise disrupt the marketing of our products. Any such government actions would result in additional costs to us, including lost revenues from any additional products that we are required to remove from the market, which could be material. Any such government actions also could lead to liability, substantial costs and reduced growth prospects. In addition, complying with Dietary Supplement and Nonprescription Drug Consumer Protection Act (the "AER Act"), GMPs and other legislation may impose additional costs on us, which could become significant. Moreover, there can be no assurance that new laws or regulations imposing more stringent regulatory requirements on the dietary supplement industry will not be enacted or issued or that certain agencies will not enforce the existing laws or regulations more strictly. We currently are subject to FTC consent decrees and a USPS consent order, prohibiting certain advertising claims for certain of our products. We also are subject to consent judgments under the Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65"). A determination that we have violated these obligations could result in substantial monetary penalties, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

        Additional or more stringent regulations and enforcement of dietary supplements and other products have been considered from time to time in the United States and globally. These developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. These developments also could increase our costs significantly.

        In Europe, we anticipate the enactment of legislation that could significantly impact the formulation and marketing of our products. For example, in accordance with the Supplements Directive published by the EU in its Official Journal in July 2002 (the "Supplements Directive"), maximum permitted content levels for vitamin and mineral supplements are expected to be enacted but have not yet been announced. European legislation regulating food supplements other than vitamins and minerals also is expected to be introduced. The introduction of this anticipated legislation could require us to reformulate our existing products to meet the new standards and, in some cases, may lead to some products being discontinued.

        The Nutrition and Health Claims Regulation implemented in July 2007 controls the types of claims that can be made for foodstuffs (including supplements) in Europe, and the criteria a product must meet for the claims to be made. We anticipate that this regulation will be implemented in 2012 and will impact the claims that can be made for our products, and may impact our sales in Europe.

        In addition, the General Product Safety Directive governing product safety came into force in Europe at the beginning of 2004. This legislation requires manufacturers to notify regulators as soon as they know that a product is unsafe and gives regulators in each EU member state the power to order a product recall and, if necessary, instigate the product recall themselves. A recall of any of our products in Europe could have a material adverse effect on our business, results of operations, financial condition and cash flows.

        In Canada the federal government has undertaken an initiative to develop a new framework for drug licensing. The current system of drug regulation in Canada focuses on pre-market activities and licensing is point-in-time, not continuous, subject to the licensee performing its obligations with respect to advertising restrictions, quality of product and adverse reaction reporting. A progressive licensing regime would entail a life-cycle approach to the regulation of drugs and could involve earlier consultation with industry before drug submissions, the requirement for licensees to provide and for

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Health Canada to review pharmacovigilance (adverse reaction reporting) and risk management plans, and re-evaluation by Health Canada of drug information after a period of initial marketing. Health Canada has completed the consultation process with external stakeholders and is moving towards the development of a progressive licensing framework document. The implementation of a new regulatory framework could have a significant impact on our Canadian operations. There is no indication of when, or if, such new regulatory regime will be implemented.

        In China, the Food Safety Law, which replaced prior regulations, came into force on June 1, 2009. This legislation requires all imported food to comply with applicable national food safety standards and subjects it to inspection by General Administration of Quality Supervision, Inspection and Quarantine ("AQSIQ"). Where there are no national food safety standards for some imported food, the Ministry of Health ("MOH") approval must be obtained before applying for the inspection; otherwise the food in question cannot be imported into China. The revision of the national food safety standards by the MOH is in progress and some new or updated standards are expected to be introduced in late 2011. The introduction of these new food safety standards may require us to reformulate our existing products to meet the new standards and in some cases, may lead to some products being discontinued.

        The Food Safety Law also requires overseas food manufacturers to register with the AQSIQ or its local counterparts, which must establish records of the credit standing of importers, exporters and manufacturers of imported goods. The imported foods, importers, exporters or manufacturers with unsatisfactory records are subject to stricter inspection or even suspension of their import business. Any restriction or suspension of import of any of our products into China could have a material adverse effect on our business, results of operations, financial condition and cash flows.

        The Food Safety Law provides for strict regulation and supervision over food claimed to have particular effects on human health, which is mainly subject to the regulation by the Safe Food and Drug Administration ("SFDA"). To the extent that some of our products may be deemed to fall into this category by the AQSIQ and/or SFDA, the importation and sale of such products could be subject to the more complicated registration requirements and stricter inspection by the SFDA and AQSIQ.

        The AQSIQ has published the draft Imported or Exported Food Safety Regulatory Measures for public opinion in July 2010, which provides for detailed safety regulations and inspection requirements applicable to imported food. The introduction of these regulations could require us to go through complicated procedures for importing our products into China, and in some cases, may lead to some products being discontinued.

        See "Business—Government Regulation" for more information about the regulatory environment in which we conduct our business.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

        As a retailer, marketer and manufacturer of products designed for human and animal consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods, dietary supplements, or natural health products ("NHPs"), and, in most cases, are not necessarily subject to pre-market regulatory approval in the United States. One of our Canadian subsidiaries also manufactures and sells non-prescription medications such as headache and cold remedies and contract manufactures some prescription medications. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, some of the products we sell are produced by third-party manufacturers. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We have been in the past, and may be in the future, subject to various product

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liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a material adverse effect on our business, results of operations, financial condition and cash flows. See "Business—Legal Proceedings," for additional information.

If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

        We may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows. See "—Complying with new and existing government regulation, both in the United States and abroad, could increase our costs significantly, reduce our growth prospects and adversely affect our financial results" and other risks summarized in this prospectus.

Insurance coverage, even where available, may not be sufficient to cover losses we may incur.

        Our business exposes us to the risk of liabilities arising from our operations. For example, we may be liable for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek to minimize these risks through various insurance contracts from third-party insurance carriers. However, our insurance coverage is subject to large individual claim deductibles, individual claim and aggregate policy limits, and other terms and conditions. We retain an insurance risk for the deductible portion of each claim and for any gaps in insurance coverage. We do not view insurance, by itself, as a material mitigant to these business risks.

        We cannot assure you that our insurance will be sufficient to cover our losses. Any losses that insurance does not substantially cover could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The insurance industry has become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future.

        The insurance industry has become more selective in offering some types of insurance, such as product liability, product recall, property and directors' and officers' liability insurance. Our current insurance program is consistent with both our past level of coverage and our risk management policies. However, we cannot assure you that we will be able to obtain comparable insurance coverage on favorable terms, or at all, in the future.

International markets expose us to certain risks.

        As of December 31, 2010, we operated over 1,100 retail stores outside of the United States. In addition, we had significant wholesale sales outside of the United States. For both Fiscal 2010 and the fiscal quarter ended December 31, 2010, international sales represented approximately 34% of our net sales. These international operations expose us to certain risks, including:

•

local economic conditions;

•

inflation;

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changes in or interpretations of foreign regulations that may limit our ability to sell certain products or repatriate profits or capital to the United States;

•

exposure to currency fluctuations;

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potential imposition of trade or foreign exchange restrictions or increased tariffs;

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changes and limits in export and import controls;

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difficulty in collecting international accounts receivable;

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difficulty in staffing, developing and managing foreign operations as a result of distance, languages and cultural differences;

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potentially longer payment cycles;

•

difficulties in enforcement of contractual obligations and intellectual property rights;

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renegotiation or modification of various agreements;

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national and regional labor strikes;

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increased costs in maintaining international manufacturing and marketing efforts;

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quarantines for products or ingredients, or restricted mobility of key personnel due to disease outbreaks;

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government regulations and laws;

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geographic time zone, language and cultural differences between personnel in different areas of the world;

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political instability;

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trademarks availability and registration issues;

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changes in exchange rates;

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changes in taxation; and

•

wars and other hostilities.

As we continue to expand our international operations, these and other risks associated with international operations are likely to increase. These risks, if they occur, could have a material adverse effect on our business and results of operations.

We may be exposed to legal proceedings initiated by regulators in the United States or abroad that could increase our costs and adversely affect our reputation, revenues and operating income.

        In all jurisdictions in which we operate, non-compliance with relevant legislation can result in regulators bringing administrative, or, in some cases, criminal proceedings. In the United States, the FTC has considered bringing actions against the Company in the past. In the U.K., it is common for regulators to prosecute retailers and manufacturers for non-compliance with legislation governing foodstuffs and medicines. Our failure to comply with applicable legislation could occur from time to time, and prosecution for any such violations could have a material adverse effect on our business, results of operations, financial condition and cash flows. See "Business—Government Regulation" for additional information.

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We may not be successful in our future acquisition endeavors, if any, which may have an adverse effect on our business and results of operations.

        Historically, we have engaged in substantial acquisition activity. We may be unable to identify suitable targets, opportunistic or otherwise, for acquisition in the future. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition will depend on a variety of factors, including our ability to obtain financing on acceptable terms and to comply with the restrictions contained in our debt agreements. Historical instability in the financial markets indicates that obtaining future financing to fund acquisitions may present significant challenges. If we need to obtain our lenders' consent to an acquisition, they may condition their consent on our compliance with additional restrictive covenants that may limit our operating flexibility. Acquisitions involve risks, including:

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significant expenditures of cash;

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the risk that acquired businesses may not perform in accordance with expectations;

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risks associated with integrating the operations, financial reporting, disparate technologies and personnel of acquired companies;

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managing geographically dispersed operations;

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diversion of management's attention from other business concerns;

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the inherent risks in entering markets or lines of business in which we have either limited or no direct experience;

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the potential loss of key employees, customers and strategic partners of acquired companies;

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incurrence of liabilities and claims arising out of acquired businesses;

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inability to obtain financing; and

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incurrence of indebtedness or issuance of additional stock.

        We may not integrate any businesses or technologies we acquire in the future successfully and may not achieve anticipated operating efficiencies and effective coordination of sales and marketing as well as revenue and cost benefits. Acquisitions may be expensive, time consuming and may strain our resources. Acquisitions may impact our results of operations negatively as a result of, among other things, the incurrence of debt.

We may not be successful in expanding globally.

        We may experience difficulty entering new international markets due to regulatory barriers, the necessity of adapting to new regulatory systems, and problems related to entering new markets with different cultural bases and political systems. These difficulties may prevent, or significantly increase the cost of, our international expansion.

We are dependent on our executive officers and other key personnel, and we may not be able to pursue our current business strategy effectively if we lose them.

        Our continued success will depend largely on the efforts and abilities of our executive officers and certain other key employees. For additional information about these individuals, see "Management" elsewhere in this prospectus. Our ability to manage our operations and meet our business objectives could be affected adversely if, for any reason, these officers or employees do not remain with us.

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We are dependent on certain third-party suppliers.

        We purchase from third-party suppliers certain important ingredients and raw materials. The principal raw materials required in our operations are vitamins, minerals, herbs, gelatin and packaging components. We purchase the majority of our vitamins, minerals and herbal raw materials from manufacturers and distributors in Asia, Europe, North America and South America. Real or perceived quality control problems with raw materials outsourced from certain regions could negatively impact consumer confidence in our products, or expose us to liability. In addition, although raw materials are available from numerous sources, an unexpected interruption of supply or material increases in the price of raw materials, for any reason, such as changes in economic and political conditions, tariffs, trade disputes, regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, hurricanes, drought or other climate-related events, war or other events, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Also, currency fluctuations, including the decline in the value of the U.S. dollar, could result in higher costs for raw materials purchased abroad. In addition, we rely on outside printing services and availability of paper stock in our printed catalog operations.

We rely on our manufacturing operations to produce the vast majority of the nutritional supplements that we sell, and disruptions in our manufacturing system or losses of manufacturing certifications could affect our results of operations adversely.

        During both Fiscal 2010 and the fiscal quarter ended December 31, 2010 we manufactured approximately 90% of the nutritional supplements that we sold. We currently have manufacturing facilities in Arizona, California, Florida, New Jersey, New York and North Carolina in the United States, and in Canada, the U.K. and China. All our domestic manufacturing operations are subject to GMPs promulgated by the FDA and other applicable regulatory standards, including in the areas of environmental protection and worker health and safety. We are subject to similar regulations and standards in Canada, the U.K. and China. Any significant disruption in our operations at any of these facilities, including any disruption due to any regulatory requirement, could affect our ability to respond quickly to changes in consumer demand and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Additionally, we may be exposed to risks relating to the transfer of work between facilities or risks associated with opening new facilities that may cause a disruption in our operations. We purchased a softgel plant in China in May 2010. There have been a number of well publicized incidents of tainted food and drugs manufactured in China in the past few years. Although we are seeking to implement GMPs in our China plant, there can be no assurance that products manufactured in China, or in our other plants around the world, will not be contaminated or otherwise fail to meet our quality standards. Any such contamination or other quality failures could result in costly recalls, litigation, regulatory actions or damage to our reputation, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We operate in a highly competitive industry, and our failure to compete effectively could affect our market share, financial condition and growth prospects adversely.

        The VMHS industry is a large and growing industry and is highly fragmented in terms of both geographical market coverage and product categories. The market for vitamins and other nutritional supplements is highly competitive in all our channels of distribution. We compete with companies that may have broader product lines or larger sales volumes, or both, than we do, and our products compete with nationally advertised brand name products. Several of the national brand companies have resources greater than ours. Numerous companies compete with us in the development, manufacture and marketing of vitamins and nutritional supplements worldwide. In addition, our North American and European retail stores compete with specialty vitamin stores, health food stores and other retail

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stores worldwide. With respect to mail order sales, we compete with a large number of smaller, usually less geographically diverse, mail order and internet companies, some of which manufacture their own products and some of which sell products manufactured by others. The market is highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. We also may face competition from low-cost entrants to the industry, including from international markets. Increased competition from companies that distribute through the wholesale channel could have a material adverse effect on our business, results of operations, financial condition and cash flows as these competitors may have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities far greater than ours.

        We may not be able to compete effectively in some or all our markets, and our attempt to do so may require us to reduce our prices, which may result in lower margins. Failure to compete effectively could have a material adverse effect on our market share, business, results of operations, financial condition, cash flows and growth prospects. See "Business—Competition; Customers."

Our failure to appropriately respond to changing consumer preferences and demand for new products and services could harm our customer relationships and product sales significantly.

        The nutritional supplement industry is characterized by rapid and frequent changes in demand for products and new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion of us as a source for the latest products, which, in turn, could harm our customer relationships and cause decreases in our net sales. The success of our new product offerings depends upon a number of factors, including our ability to:

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accurately anticipate customer needs;

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innovate and develop new products;

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successfully commercialize new products in a timely manner;

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price our products competitively;

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manufacture and deliver our products in sufficient volumes and in a timely manner; and

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differentiate our product offerings from those of our competitors.

        In addition, we are subject to the risk of a potential shift in customer demand towards more private label products, which could have an adverse effect on our profitability. If any new products fail to gain market acceptance, are restricted by regulatory requirements or have quality problems, this would harm our results of operations. If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could be rendered obsolete, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are subject to acts of God, war, sabotage and terrorism risk.

        Acts of God, war, sabotage and terrorist attacks or any similar risk may affect our operations in unpredictable ways, including disruptions of the shopping and commercial behavior of our customers, changes in the insurance markets and disruptions of fuel supplies and markets.

We may be subject to work stoppages at our facilities, which could negatively impact the profitability of our business.

        As of December 31, 2010, we had approximately 14,400 employees, with a collective bargaining agreement at our Vita Health Canadian business representing approximately 250 of our employees. If our employees were to engage in a strike, work stoppage or other slowdown in the future, we could

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experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs. Any interruption in the delivery of our products could reduce demand for our products and could have a material adverse effect on us.

We may be affected adversely by increased raw material, utility and fuel costs.

        Inflation and other factors affect the cost of raw materials, goods and services we use. Increased raw material and other costs may adversely affect our results of operations to the extent we are unable to pass these costs through to our customers or to benefit from offsetting cost reductions in the manufacture and distribution of our products. Furthermore, increasing fuel costs may affect our results of operations adversely in that consumer traffic to our retail locations may be reduced and the costs of our sales may increase as we incur fuel costs in connection with our manufacturing operations and the transportation of goods from our warehouse and distribution facilities to stores or direct response customers. Also, high oil costs can affect the cost of our raw materials and components and the competitive environment in which we operate may limit our ability to recover higher costs resulting from rising fuel prices.

Our profits may be affected negatively by currency exchange rate fluctuations.

        Our assets, earnings and cash flows are influenced by currency fluctuations due to the geographic diversity of our sales and the countries in which we operate. These fluctuations may have a significant impact on our financial results. For Fiscal 2010 and the fiscal quarter ended December 31, 2010, 29% and 30% of our sales, respectively, were denominated in a currency other than the U.S. dollar, and as of December 31, 2010, 24% of our assets and 2% of our total liabilities were denominated in a currency other than the U.S. dollar. During the fiscal quarter ended December 31, 2010, we entered into various interest rate and cross currency swap transactions, which were modified in connection with the Refinancing. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk."

Our success is dependent on the accuracy, reliability, and proper use of sophisticated and dependable information processing systems and management information technology and any interruption in these systems could have a material adverse effect on our business, financial condition, and results of operations.

        Our success is dependent on the accuracy, reliability, and proper use of sophisticated and dependable information processing systems and management information technology. Our information technology systems are designed and selected to facilitate order entry and customer billing, maintain customer records, accurately track purchases and incentive payments, manage accounting, finance and manufacturing operations, generate reports, and provide customer service and technical support. Any interruption in these systems or any interruption associated with the transition of these systems to a new information technology platform could have a material adverse effect on our business, financial condition, and results of operations.

System interruptions or security breaches may affect sales.

        Customer access to, and ability to use, our websites affect our direct response sales. If we are unable to maintain and continually enhance the efficiency of our systems, we could experience system interruptions or delays that could affect our operating results negatively. In addition, we could be liable for breaches of security on our websites. Although we have developed systems and processes that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches, failure to prevent or mitigate such fraud or breaches may affect our operating results negatively.

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Our inability to protect our intellectual property rights could adversely affect our business.

        Despite our efforts, we may not be able to determine the extent of unauthorized use of our trademarks and patents. In any case, such efforts are difficult, expensive, and time-consuming, and there can be no assurance that infringing goods could not be manufactured without our knowledge and consent. Many of our products are not subject to patent protection, and thus they can be legally reverse-engineered by competitors. Moreover, even with respect to some of our products that are covered by patents, such as Ester-C® products, there are numerous similar yet non-infringing supplement products in the marketplace, and this negatively affects sales we might otherwise make. Our patents, or certain claims made in such patents, could be found to be invalid or unenforceable. From time to time we face opposition to our applications to register trademarks, and we may not ultimately be successful in our attempts to register certain trademarks. Further, there can be no assurance that in those foreign jurisdictions in which we conduct business the trademark and patent protection available to us will be as extensive as the protection available to us in the United States.

Intellectual property litigation and infringement claims against us could cause us to incur significant expenses or prevent us from manufacturing, selling or marketing our products, which could adversely affect our revenues and market share.

        We may be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or marketing our products. Claims of intellectual property infringement also may require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights of others could be costly to defend or settle, could cause reputational injury and would divert the attention of management and key personnel, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are party to a number of lawsuits that arise in the ordinary course of business and may become party to others in the future.

        We are party to a number of lawsuits (including product liability, intellectual property and Proposition 65 claims) that arise in the ordinary course of business and may become party to others in the future. The possibility of such litigation, and its timing, is in large part outside our control. While none of the current lawsuits arising in the ordinary course of business in which we are involved are reasonably estimable to be material as of the date hereof, it is possible that future litigation could arise, or developments could occur in existing litigation, that could have material adverse effects on us.

The pro forma financial information in this prospectus may not be reflective of our operating results and financial conditions following the Transactions, and we may be unable to achieve anticipated cost savings and other benefits.

        The pro forma financial information included in this prospectus is derived from our historical audited and unaudited interim consolidated financial statements. The preparation of this pro forma information is based on available information and certain assumptions and estimates that we believe are reasonable. This pro forma information may not necessarily reflect what our results of operations and financial position would have been had the Transactions and Refinancing occurred during the periods presented or what our results of operations and financial position will be in the future. Additionally, the presentation of Pro Forma Consolidated EBITDA contained in this prospectus is not made in accordance with U.S. GAAP. In calculating Pro Forma Consolidated EBITDA, we make certain adjustments that we do not consider indicative of our ongoing performance. These adjustments are described in footnote (2) set forth in "Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information," and exclude on a pro forma basis certain historical costs and

34

expenses including: costs associated with being a public company; certain non-recurring charges, expenses and income; certain non-cash asset impairments; certain severance costs; certain non-cash expenses related to stock grants; and certain management fees.

        We cannot assure you that the anticipated cost savings, operating margins or other benefits will be achieved, or that our estimates and assumptions will prove to be accurate. If our cost savings, operating margins or the impact of other benefits is less than our estimates or our cost savings initiatives adversely affect our operations or cost more, or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results will be lower than we anticipate and the savings or other benefits we projected in computing Pro Forma Consolidated EBITDA may not be realized.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.

        Effective internal control over financial reporting is necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our business and operating results could be harmed. The Sarbanes-Oxley Act of 2002, as well as related rules and regulations implemented by the SEC, have required changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, have increased our legal and financial compliance costs and made many activities more time-consuming and more burdensome. The costs of compliance with these laws, rules and regulations may adversely affect our financial results. Moreover, we run the risk of non-compliance, which could adversely affect our financial condition or results of operations.

        In the past we have discovered, and in the future we may discover, areas of our internal control over financial reporting that need improvement. We have devoted significant resources to remediate any deficiencies we discovered and to improve our internal control over financial reporting. Based upon management's assessment of the effectiveness of our internal control over financial reporting as of September 30, 2010, management concluded that our internal control over financial reporting was effective as of that date. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer

        We sold the outstanding notes on October 1, 2010 in an unregistered private placement to certain initial purchasers. As part of that offering, we entered into a registration rights agreement with the initial purchasers. Under the registration rights agreement, we agreed to file the Registration Statement to offer to exchange the outstanding notes for a like principal amount of exchange notes in an offering registered under the Securities Act. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use commercially reasonable efforts to cause the Registration Statement to be declared effective within 90 days after we file the Registration Statement and consummate this exchange offer within 150 days after we file the Registration Statement.

        Except as described below, upon the completion of this exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the Registration Statement and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the registration rights agreement. Assuming the timely filing and effectiveness of the Registration Statement and consummation of this exchange offer, we will not have to pay additional interest on the outstanding notes provided in the registration rights agreement. Following the completion of this exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the outstanding notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of this exchange offer. See "Risk Factors—Risks Relating to this Exchange Offer—If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected."

        Under certain circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

Resale of Exchange Notes

        We believe that the exchange notes issued in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if the conditions set forth below are met. We base this belief solely on interpretations of the federal securities laws by the Staff of the SEC set forth in several no-action letters issued to third parties unrelated to us. A no-action letter is a letter from the Staff of the SEC responding to a request from an individual or entity for the Staff's views as to whether it would recommend that the SEC take any enforcement action against such individual or entity with respect to certain actions being proposed by such individual or entity. We have not obtained, and do not intend to obtain, our own no-action letter from the SEC regarding the resale of the exchange notes. Instead, holders will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met:

•

the holder must not be a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

•

the holder must acquire the exchange notes in the ordinary course of its business;

36

•

the holder must not be engaging, does not intend to engage, and have no arrangements or understanding with any person to participate, in the distribution of the exchange notes within the meaning of the Securities Act; and

•

the holder must not be our "affiliate," as that term is defined in Rule 405 of the Securities Act, or an affiliate of any guarantor.

        Each holder of outstanding notes that wishes to exchange outstanding notes for exchange notes in this exchange offer must represent to us that it satisfies all the above conditions. Any holder who tenders in this exchange offer but does not satisfy all the above conditions:

•

cannot rely on the position of the SEC set forth in the no-action letters referred to above; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes.

        Broker-dealers and any holder that is participating in this exchange offer for the purpose of distributing exchange notes may not rely on the Staff's interpretations discussed above. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the exchange notes.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes acquired by that broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with a resale of the exchange notes and provide us with a signed acknowledgement of this obligation. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for outstanding notes where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed that for a period of 180 days after the effective date of the Registration Statement we will make this prospectus available to broker-dealers for use in connection with any resale of the exchange notes.

        Except as described in the prior paragraph, holders may not use this prospectus for an offer to resell, a resale or other retransfer of exchange notes. We are not making this exchange offer to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange

        Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which we refer to together in this prospectus as the "exchange offer," we will accept any and all outstanding notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date, as defined below. We will issue, on or promptly after the expiration date, an aggregate principal amount of up to $650 million of exchange notes for a like principal amount of outstanding notes tendered and accepted in connection with this exchange offer. Holders may tender all or some of their outstanding notes in connection with this exchange offer, but only in denominations of $2,000 and integral multiples of $1,000. This exchange offer is not conditioned upon any minimum amount of outstanding notes being tendered for exchange.

        The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes:

•

will be registered under the Securities Act and therefore the exchange notes will not bear legends restricting their transfer under the Securities Act; and

37

•

will not be entitled to specified rights under the registration rights agreement, including the provisions providing for payment of additional interest in specified circumstances relating to this exchange offer.

        The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under the same indenture and entitled to the same benefits under that indenture relating to the outstanding notes being exchanged. As of the date of this prospectus, $650 million in aggregate principal amount of the outstanding notes was outstanding. Outstanding notes accepted for exchange will be retired and cancelled and will not be reissued.

        In connection with the issuance of the outstanding notes, we arranged for the outstanding notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Except as described under "—Book-Entry Transfer," we will issue the exchange notes in the form of a global note registered in the name of DTC or its nominee, and each beneficial owner's interest in it will be transferable in book-entry form through DTC.

        Holders of outstanding notes do not have any appraisal or dissenters' rights in connection with this exchange offer. We intend to conduct this exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

        Subject to customary conditions, we will accept any outstanding notes that are properly tendered and not validly withdrawn for exchange before 5:00 p.m., New York City time, on the expiration date. We will be considered to have accepted for exchange, and to have exchanged, validly tendered outstanding notes if, as and when we have given oral (promptly confirmed in writing) or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

        If we do not accept any tendered outstanding notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these outstanding notes, without expense, to the tendering holder promptly after the expiration date of this exchange offer.

        Holders who tender outstanding notes in this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of outstanding notes in connection with this exchange offer. We will pay all charges and expenses, other than the applicable taxes described under "—Fees and Expenses," in connection with this exchange offer.

        If we successfully complete this exchange offer, any outstanding notes which holders do not tender or which we do not accept in this exchange offer will remain outstanding and continue to accrue interest. The holders of outstanding notes after this exchange offer in general will not have further rights under the registration rights agreement, including registration rights and any rights to additional interest. Holders wishing to transfer the outstanding notes would have to rely on exemptions from the registration requirements of the Securities Act or register the resale of the outstanding notes under the Securities Act or transfer such notes in a transaction that requires neither an exemption from nor registration under the requirements of the Securities Act.

Expiration Date; Extensions; Amendments

        The expiration date for this exchange offer is 5:00 p.m., New York City time, on                        , 2011. We may extend this expiration date in our sole discretion, subject to the requirement that we use commercially reasonable efforts to consummate this exchange offer by August 16, 2011 and subject to applicable law. If we so extend the expiration date, the term "expiration date" will mean the latest date and time to which we extend this exchange offer.

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        We reserve the right, in our sole discretion:

•

to delay accepting any outstanding notes, for example, to allow for the confirmation of tendered notes or for the rectification of any irregularity or defect in the tender of outstanding notes;

•

to extend this exchange offer;

•

to terminate this exchange offer if, in our sole judgment, any condition described below has not been satisfied; or

•

to amend the terms of this exchange offer in any manner.

        We will give notice by press release or other written public announcement of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of outstanding notes. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. If we amend this exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to notify the holders of outstanding notes of the amendment or waiver, and extend the offer as required by law to cause this exchange offer to remain open for at least five business days following such notice.

        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding this exchange offer, we have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the Exchange Notes

        Interest on the exchange notes will accrue at the rate of 9% per annum on the principal amount, payable semiannually on April 1 and October 1, and such interest will be payable, together with accrued and unpaid interest on the outstanding notes accepted for exchange, beginning on the first payment date following the consummation of this exchange offer. Interest on the exchange notes will accrue from the date of issuance of the exchange notes or the date of the last periodic payment of interest on such exchange notes, whichever is later. Holders of outstanding notes that are accepted for exchange will receive accrued interest thereon to, but not including, the date of issuance of the exchange notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes. Interest will continue to accrue on any outstanding notes that are not exchanged for exchange notes in this exchange offer.

Conditions to this Exchange Offer

        Despite any other term of this exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes and we may terminate or amend this exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, if the exchange offer, or the making of any exchange by a holder, violates any applicable law, rule or regulation or any applicable interpretation of the Staff or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit. We may assert them regardless of the circumstances giving rise to any of these conditions, or waive them, in whole or in part at any time and from time to time in our sole discretion. Our failure to exercise any right at any time will not constitute a waiver of that right, and that right will be considered an ongoing right that we may assert at any time and from time to time. If we determine that a waiver of conditions materially changes this exchange

39

offer, we will amend or supplement the prospectus, and extend this exchange offer, if appropriate, as described under "—Expiration Date; Extensions; Amendments."

        In addition, at a time when any stop order is threatened or in effect with respect to the Registration Statement or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any outstanding notes tendered, and no exchange will be issued in exchange for any such outstanding notes.

        If we are not permitted to consummate this exchange offer because this exchange offer is not permitted by applicable law, any applicable interpretation of the Staff or any order of any governmental agency or court of competent jurisdiction or in the event of other limited circumstances as set forth in the registration rights agreement, the registration rights agreement requires that we file a shelf registration statement to cover resales of the outstanding notes by the holders thereof who satisfy specified conditions relating to the provision of information in connection with the shelf registration statement.

Procedures for Tendering

        Only a holder of outstanding notes may tender outstanding notes in this exchange offer. To tender outstanding notes in this exchange offer, a holder must:

•

complete, sign and date the accompanying letter of transmittal, or a copy of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or copy to the exchange agent before the expiration date; or

•

comply with DTC's Automated Tender Offer Program procedures described below.

In addition, you must comply with one of the following:

•

the exchange agent must receive, before expiration of this exchange offer, a timely confirmation of book-entry transfer of outstanding notes being tendered into the exchange agent's account at DTC according to the procedures for book entry transfer and a properly transmitted agent's message as described below; or

•

the exchange agent must receive any corresponding certificate or certificates representing outstanding notes along with the letter of transmittal on or before the expiration date; or

•

the holder must comply, on or before the expiration date, with the guaranteed delivery procedures described below under "—Guaranteed Delivery Procedures."

        The tender of outstanding notes by a holder that is not withdrawn before the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the outstanding notes held by a holder are tendered, the tendering holder should fill in the amount of outstanding notes being tendered in the specified box on the letter of transmittal. The entire amount of outstanding notes delivered or transferred to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent before the expiration of this exchange offer. Delivery is complete when the exchange agent actually receives the items to be delivered. No letter of transmittal or outstanding notes should be sent to us, DTC, or any person other than the exchange agent. Delivery of documents to DTC in accordance with its procedures will not constitute delivery to the exchange agent.

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        Any beneficial holder whose outstanding notes are registered in the name of his or its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the beneficial holder's behalf and comply with the instructions set forth in this prospectus and the letter of transmittal. If any beneficial holder wishes to tender on its own behalf, it must, before completing and executing the letter of transmittal and delivering its outstanding notes, either:

•

make appropriate arrangements to register ownership of the outstanding notes in its name; or

•

obtain a properly completed bond power from the registered holder.

The transfer of record ownership may take considerable time and may not be completed before the expiration date.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, and as described in "—Withdrawal Rights," must be guaranteed by an "eligible guarantor institution," within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;

•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•

a credit union;

•

a national securities exchange, registered securities association or clearing agency; or

•

a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed therein, the outstanding notes must be endorsed or accompanied by a properly completed bond power which authorize the person to tender the outstanding notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the outstanding notes. Signatures on such outstanding notes or bond powers must be guaranteed by an eligible institution (unless signed by an eligible institution). If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, may transmit their acceptance of this exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent's message to the exchange agent. The term

41

"agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•

the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal; and

•

the agreement may be enforced against that participant.

        We will determine, in our sole discretion, all questions as to the validity, form, eligibility, including time of receipt, compliance with conditions, acceptance and withdrawal of tendered outstanding notes, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular tendered outstanding notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, holders must cure any defects or irregularities in connection with tenders of outstanding notes within a period we will determine. Although we intend to notify holders of defects or irregularities relating to tenders of outstanding notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give this notification. We will not consider tenders of outstanding notes to have been made until these defects or irregularities have been cured or waived. The exchange agent will return any outstanding notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In addition, we reserve the right, as set forth under "—Conditions to this Exchange Offer," to terminate this exchange offer.

        By tendering, each holder represents to us, among other things, that:

•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that it acquired as a result of market-making or other trading activities, the holder acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act;

•

the holder acquired exchange notes under this exchange offer in the ordinary course of its business;

•

the holder is not engaging in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the exchange notes within the meaning of the Securities Act;

•

if the holder is a broker-dealer registered under the Exchange Act, or is participating in this exchange offer for the purpose of distributing the exchange notes, it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes and cannot rely on the position of the Staff set forth in certain no-action letters described under "—Resale of Exchange Notes" above;

•

the holder understands that a secondary resale transaction described in the preceding clause above and any resales of exchange notes obtained by the holder in exchange for the outstanding notes acquired by the holder directly from us must be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, unless such notes are resold pursuant to an exemption from registration under the Securities Act;

•

the holder is not our "affiliate," as defined in Rule 405 under the Securities Act, or an affiliate of any guarantor, or, if it is an affiliate, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

42

•

the holder is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

Any broker-dealer that holds outstanding notes acquired for its own account as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from us) may exchange those outstanding notes under this exchange offer; however, such broker-dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes the broker-dealer receives in this exchange offer. To date, the SEC has taken the position that broker-dealers may use a prospectus, such as this one, to fulfill their prospectus delivery requirements with respect to resales of the exchange notes received in an exchange such as the exchange under this exchange offer, if the outstanding notes for which the exchange notes they receive in the exchange were acquired for their own accounts as a result of market-making or other trading activities. Any profit on these resales of exchange notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers in connection with this exchange offer and the exchange notes.

Book-Entry Transfer

        We understand that the exchange agent will make a request promptly after the date of this prospectus to establish an account with respect to the outstanding notes at DTC for the purpose of facilitating this exchange offer. Any financial institution that is a participant in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's DTC account in accordance with DTC's Automated Tender Offer Program procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at DTC or all other documents required by the letter of transmittal to the exchange agent on or before the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        The following guaranteed delivery procedures are intended for holders who wish to tender their outstanding notes but:

•

their outstanding notes are not immediately available;

•

the holders cannot deliver their outstanding notes, the letter of transmittal, or any other required documents to the exchange agent on or before the expiration date; or

•

the holders cannot complete the applicable procedures under DTC's Automated Tender Offer Program on or before the expiration date.

        The conditions that must be met to tender outstanding notes through the guaranteed delivery procedures are as follows:

•

the tender must be made through an eligible institution;

•

before 5:00 p.m., New York City time, on the expiration date, the exchange agent must receive a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus from the eligible institution, facsimile transmission, mail or hand delivery:

•

setting forth the name and address of the holder of the outstanding notes, the certificate number or numbers of the outstanding notes tendered and the principal amount of outstanding notes tendered for exchange;

43

•

stating that the tender is being made by guaranteed delivery;

•

guaranteeing that, within three NYSE trading days after the date of execution of the notice of guaranteed delivery, the letter of transmittal, or facsimile of the letter of transmittal, together with the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation and an agent's message, and any other documents required by the letter of transmittal will be deposited by such eligible institution with the exchange agent; and

•

the exchange agent must receive the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation and an agent's message, and any other documents required by the letter of transmittal, within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        You may withdraw tenders of outstanding notes at any time before 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice, which may be by facsimile transmission or letter, of withdrawal at the address set forth below under "—Exchange Agent," or

•

holders must comply with the appropriate procedures of DTC's Automated Tender Offer Program.

        To be effective, any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;

•

identify the outstanding notes to be withdrawn, including the certificate number or numbers and aggregate principal amount of the outstanding notes to be withdrawn;

•

include a statement that the person is withdrawing his election to have such outstanding notes exchanged;

•

be signed by the person who tendered the outstanding notes in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees; and

•

specify the name in which the outstanding notes are to be re-registered, if different from that of the withdrawing holder.

        If you delivered or otherwise identified certificated outstanding notes to the exchange agent, you must submit the serial numbers of the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution. See "—Procedures for Tendering" for further information on the requirements for guarantees of signatures on notices of withdrawal. If outstanding notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes, such notice of withdrawal must be delivered to the exchange agent and otherwise comply with the procedures of that facility. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, for the withdrawal notices, and our determination, as well as our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. Neither we, nor any of our affiliates or assigns, the exchange agent, nor any other person, is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of us or them be liable for failing to give any

44

such notice. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of this exchange offer and no exchange notes will be issued with respect to them unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender, the expiration date or termination of this exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under "—Procedures for Tendering" at any time before the expiration date. In the case of outstanding notes tendered by book-entry transfer through DTC, the outstanding notes withdrawn will be credited to an account maintained with DTC.

Exchange Agent

        We have appointed BNYM as exchange agent for this exchange offer. You should direct questions and requests for assistance with respect to exchange offer procedures, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent. Holders of outstanding notes seeking to (1) tender outstanding notes in this exchange offer should send certificates for outstanding notes, letters of transmittal and any other required documents, or (2) withdraw such tendered outstanding notes should send such required documentation (in accordance with the procedures described under "—Withdrawal Rights") to the exchange agent by hand-delivery, registered or certified first-class mail (return receipt requested), telecopier or any courier guaranteeing overnight delivery, as follows:

By Registered and Certified Mail:	By Overnight Courier:	By Hand-Delivery:
The Bank of New York Mellon, as Exchange Agent Corporate Trust Operations— Reorganization Unit 480 Washington Boulevard Jersey City, NJ 07310 Attention: Mr. William Buckley Fax: (212) 298-1915	The Bank of New York Mellon, as Exchange Agent Corporate Trust Operations— Reorganization Unit 480 Washington Boulevard Jersey City, NJ 07310 Attention: Mr. William Buckley Fax: (212) 298-1915	The Bank of New York Mellon, as Exchange Agent Corporate Trust Operations— Reorganization Unit 480 Washington Boulevard Jersey City, NJ 07310 Attention: Mr. William Buckley Fax: (212) 298-1915
By Facsimile Transmission:
The Bank of New York Mellon, as Exchange Agent Attention: Mr. William Buckley Fax: (212) 298-1915
For Information or Confirmation by Telephone:
The Bank of New York Mellon, as Exchange Agent Attention: Mr. William Buckley Telephone: (212) 815-5788

If you deliver the letter of transmittal or any other required documents to an address or facsimile number other than as indicated above, your tender of outstanding notes will be invalid.

Fees and Expenses

        The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of this exchange offer. These expenses include registration and filing fees, fees and disbursements of the trustee under the indenture, accounting and legal fees and printing costs, among others. We will not make any payments to brokers, dealers or other persons, other than the exchange agent and

45

Georgeson, Inc., the information agent, as described below, for soliciting tenders of the outstanding notes pursuant to this exchange offer. However, we will pay the exchange agent and the information agent reasonable and customary fees for their respective services and their respective related reasonable out-of-pocket expenses, including accounting and legal fees and expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the outstanding notes and in handling or forwarding tenders for exchange for such beneficial owners.

Transfer Taxes

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however:

•

exchange notes are to be delivered to, or issued or registered in the name of, any person other than the registered holder of the outstanding notes tendered; or

•

a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with this exchange offer;

then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the outstanding notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of this exchange offer. We intend to amortize the expenses of this exchange offer and issuance of the outstanding notes over the term of the exchange notes using the effective interest rate method.

Consequences of Failure to Exchange

        Participation in this exchange offer is voluntary. In the event this exchange offer is completed, we will not be required to register the remaining outstanding notes. Remaining outstanding notes will continue to be subject to provisions of the indenture regarding transfer and exchange of the outstanding notes as well as the following restrictions on transfer:

•

holders may resell outstanding notes only if we register the outstanding notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act; and

•

the remaining outstanding notes will bear a legend restricting transfer in the absence of registration or an exemption.

        We do not currently anticipate that we will register any remaining outstanding notes under the Securities Act or under any state securities laws. To the extent that outstanding notes are tendered and accepted in connection with this exchange offer, any trading market for remaining outstanding notes could be adversely affected.

        The exchange notes and any outstanding notes which remain outstanding after consummation of this exchange offer will vote together for all purposes as a single class under the indenture.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated October 1, 2010, by and among us, the guarantors party thereto and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes under this exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes. The outstanding notes tendered in exchange for the exchange notes will be retired or canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

        On October 1, 2010, we issued and sold the outstanding notes. We used the proceeds from the offering of the outstanding notes, together with borrowings under our senior secured credit facilities and equity contributions from certain Carlyle affiliates, to fund payment of the Acquisition consideration and to pay related fees and expenses. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Carlyle Transaction."

47

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization at December 31, 2010. This table should be read in conjunction with the information presented under the captions "Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" and the consolidated financial statements and related notes included elsewhere in this prospectus.

			As of December 31, 2010
			(Dollars in millions) (Unaudited)
Cash and cash equivalents			$	146.7
Senior secured credit facilities(1):
	Term loan facilities			1,750.0
	Revolving credit facility(2)			—
Notes				650.0
Other indebtedness, including capital leases				0.2
Total debt				2,400.2
Total stockholders' equity				1,462.6
		Total capitalization	$	3,862.8

⁽¹⁾

For a description of our senior secured credit facilities, see "Description of Certain Indebtedness—Senior Secured Credit Facilities."

⁽²⁾

Our revolving credit facility, as amended on March 1, 2011, provides for aggregate borrowings of up to $200 million. As of March 21, 2011, we had not drawn down any funds under our revolving credit facility.

48

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial information has been derived from our audited financial statements for the year ended September 30, 2010, the unaudited financial statements for the three months ended December 31, 2010 and 2009 and the audited financial statements of Merger Sub from the date of inception to September 30, 2010 included elsewhere in this prospectus. The unaudited pro forma consolidated statement of income for the twelve months ended December 31, 2010 has been calculated by subtracting the unaudited pro forma consolidated statement of income for the three months ended December 31, 2009 from the unaudited pro forma consolidated statement of income for the year ended September 30, 2010 and then adding the unaudited pro forma consolidated statement of income for the three months ended December 31, 2010. The unaudited pro forma consolidated statements of income have been adjusted to give effect to the Transactions and Refinancing as if these events occurred on October 1, 2009. The pro forma adjustments are based on the best information available and certain assumptions that management believes are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements.

        The unaudited pro forma condensed consolidated financial information is presented for illustrative and informative purposes only and is not intended to represent or be indicative of what NBTY's results of operations would have been had the Transactions actually occurred on the date indicated. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information contained in "Summary—The Transactions," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited financial statements included elsewhere herein. The unaudited pro forma condensed consolidated financial information also should not be considered representative of NBTY's future results of operations.

        The Merger has been accounted for as an acquisition of NBTY. Under the acquisition method of accounting, the purchase price has been allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess purchase price allocated to goodwill. As of the date of this prospectus, the valuation studies necessary to determine the fair market value of the assets and liabilities to be acquired and the related allocations of purchase price are preliminary. A final determination of fair values will be based on the actual net tangible and intangible assets that existed as of the closing date of the Transactions. The final purchase price allocation will be based, in part, on third party appraisals and may be different than that reflected in the pro forma purchase price allocation and this difference may be material.

        The unaudited pro forma consolidated statements of income do not reflect any non-recurring charges incurred by NBTY that are directly related to the Transactions or Refinancing. These non-recurring charges include: (1) transaction-related costs (including fees payable to our sponsor) such as financial advisory, legal and regulatory filing fees and financing fees for a bridge commitment, (2) amounts paid to employees to settle employee stock options and restricted stock awards in connection with the closing of the Merger, (3) the step-up of inventory to its estimated fair value which was charged to cost of sales as such inventory was sold, and (4) a portion of deferred financing costs written-off as a result of the Refinancing.

49

NBTY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 2010
(in thousands)

			NBTY (predecessor)			Merger Sub (successor)			Pro Forma Adjustments			Pro Forma
Net sales			$	2,075,586		$	742,162		$	—		$	2,817,748
Costs and expenses:
	Cost of sales			1,110,107			510,066			(119,471	)(a)(b)		1,500,702
	Advertising, promotion and catalog			108,814			28,688			—			137,502
	Selling, general and administrative			579,215			203,383			25,188	(b)(c)(d)		807,786
	Merger expenses			45,903			50,160			(96,063	)(e)		—
	Total costs and expenses			1,844,039			792,297			(190,346	)		2,445,990
Income from operations				231,547			(50,135	)		190,346			371,758
Other income (expense):
	Interest			(22,139	)		(46,599	)		(89,430	)(f)		(158,168	)
	Miscellaneous, net			2,378			1,687			—			4,065
	Total other income (expense)			(19,761	)		(44,912	)		(89,430	)		(154,103	)
Income before income taxes				211,786			(95,047	)		100,916			217,655
Provision for income taxes				73,702			(24,164	)		38,954	(g)		88,492
		Net income	$	138,084		$	(70,883	)	$	61,962		$	129,163

See accompanying notes to unaudited pro forma consolidated financial information.

50

NBTY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED DECEMBER 31, 2010
(in thousands)

			Merger Sub (successor)			Pro Forma Adjustments			Pro Forma
Net sales			$	742,162		$	—		$	742,162
Costs and expenses:
	Cost of sales			510,066			(122,104	)(a)		387,962
	Advertising, promotion and catalog			28,688			—			28,688
	Selling, general and administrative			203,383			—			203,383
	Merger expenses			38,874			(38,874	)(e)		—
				781,011			(160,978	)		620,033
Income from operations				(38,849	)		160,978			122,129
Other income (expense):
	Interest			(46,599	)		7,063	(f)		(39,536	)
	Miscellaneous, net			1,687			—			1,687
				(44,912	)		7,063			(37,849	)
Income before income taxes				(83,761	)		168,041			84,280
Provision for income taxes				(20,325	)		64,864	(g)		44,539
		Net income	$	(63,436	)	$	103,177		$	39,741

See accompanying notes to unaudited pro forma consolidated financial information.

51

NBTY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED SEPTEMBER 30, 2010
(in thousands)

			NBTY (predecessor)			Merger Sub (successor)			Pro Forma Adjustments			Pro Forma
Net sales			$	2,826,737		$	—		$	—		$	2,826,737
Costs and expenses:
	Cost of sales			1,521,555			—			3,332	(b)		1,524,887
	Advertising, promotion and catalog			137,556			—			—			137,556
	Selling, general and administrative			767,946			—			33,442	(b)(c)(d)		801,388
	Merger expenses			45,903			11,286			(57,189	)(e)		—
	Total costs and expenses			2,472,960			11,286			(20,415	)		2,463,831
Income from operations				353,777			(11,286	)		20,415			362,906
Other income (expense):
	Interest			(30,195	)		—			(127,930	)(f)		(158,125	)
	Miscellaneous, net			4,133			—			—			4,133
	Total other income (expense)			(26,062	)		—			(127,930	)		(153,992	)
Income before income taxes				327,715			(11,286	)		(107,515	)		208,914
Provision for income taxes				114,045			(3,839	)		(41,501	)(g)		68,705
		Net income	$	213,670		$	(7,447	)	$	(66,014	)	$	140,209

See accompanying notes to unaudited pro forma consolidated financial information.

52

NBTY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED DECEMBER 31, 2009
(in thousands)

			NBTY (predecessor)			Pro Forma Adjustments			Pro Forma
Net sales			$	751,151		$	—		$	751,151
Costs and expenses:
	Cost of sales			411,448			699	(b)		412,147
	Advertising, promotion and catalog			28,742			—			28,742
	Selling, general and administrative			188,731			8,254	(b)(c)(d)		196,985
	Merger expenses			—			—			—
				628,921			8,953			637,874
Income from operations				122,230			(8,953	)		113,277
Other income (expense):
	Interest			(8,056	)		(31,437	)(f)		(39,493	)
	Miscellaneous, net			1,755			—			1,755
				(6,301	)		(31,437	)		(37,738	)
Income (loss) before income taxes				115,929			(40,390	)		75,539
Provision (benefit) for income taxes				40,343			(15,591	)(g)		24,752
		Net income (loss)	$	75,586		$	(24,799	)	$	50,787

See accompanying notes to unaudited pro forma consolidated financial information.

53

NBTY, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(in thousands, except per share amounts)

Basis of presentation

        The unaudited pro forma consolidated financial information has been derived from the audited financial statements of NBTY for the year ended September 30, 2010, the unaudited financial statements of NBTY for the three months ended December 31, 2010 and 2009 and the audited financial statements of Merger Sub from the date of inception to September 30, 2010. Merger Sub was determined to be the acquirer for accounting purposes. Periods subsequent to the Acquisition reflect the combined results of operations of NBTY and Merger Sub.

Adjustments

(a)

This adjustment is to eliminate the non-recurring charge of $122,104 relating to the step-up of inventory to its estimated fair value as the acquired inventory was sold during the three months ended December 31, 2010.

(b)

This adjustment is to reflect the estimated incremental depreciation expense based on the preliminary estimates of fair value and useful lives of plant and equipment.

		Estimated Fair Value		Useful life (years)		Method
Land		$	67,832
Building and leasehold improvements			214,471		4-45	straight-line
Machinery and equipment			114,794		3-20	straight-line
Furniture and fixtures			53,109		3-14	straight-line
Computer equipment			18,113		3-7	straight-line
Transportation equipment			5,844		3-12	straight-line
Construction in progress			12,241
	Total property, plant and equipment	$	486,404

        A summary of the effects of the adjustments to depreciation expense related to the above is as follows:

	Twelve months ended December 31, 2010			Three months ended December 31, 2010			Year ended September 30, 2010			Three months ended December 31, 2009
Estimated depreciation expense based on above	$	56,372		$	14,093		$	56,372		$	14,093
Elimination of historical depreciation expense		(52,056	)		(14,093	)		(50,910	)		(12,947	)
Depreciation expense adjustment	$	4,316		$	—		$	5,462		$	1,146

54

NBTY, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(in thousands, except per share amounts)

	Depreciation expense adjustment related to step up in fair value
	Twelve months ended December 31, 2010		Three months ended December 31, 2010		Year ended September 30, 2010		Three months ended December 31, 2009
Manufacturing depreciation	$	2,633	$	—	$	3,332	$	699
SG&A depreciation		1,683		—		2,130		447
Total adjustment	$	4,316	$	—	$	5,462	$	1,146

(c)

This adjustment is to reflect the estimated incremental amortization expense based on the preliminary estimates of fair value and useful lives of identified, finite-lived intangible assets.

		Estimated Fair Value		Estimated Life		Amortization Method	Annual Amortization Expense
Trademarks and other		$	173,500		30	Straight-line	$	5,794
Customer relationships—Wholesale			725,000		25	Straight-line		29,000
Customer relationships—Direct Response			160,000		17	Straight-line		9,412
	Total	$	1,058,500				$	44,206

        A summary of the effects of the adjustments to amortization expense are as follows:

	Twelve months ended December 31, 2010			Three months ended December 31, 2010			Year ended September 30, 2010			Three months ended December 31, 2009
Estimated amortization expense based on above	$	44,206		$	11,056		$	44,206		$	11,056
Elimination of historical amortization expense		(22,951	)		(11,056	)		(15,894	)		(3,999	)
Amortization expense adjustment related to finite-lived intangibles	$	21,255		$	—		$	28,312		$	7,057

(d)

This adjustment is to record the annual management fee to Carlyle. See "Certain Relationships and Related Transactions." The annual management fee is $3,000 which is included in the unaudited pro forma consolidated income statements for the twelve months ended December 31, 2010 and the year ended September 30, 2010. The adjustment is $2,250 for the twelve months ended December 31, 2010 since $750 is included in the historical consolidated income statement for the three months ended December 31, 2010.

55

NBTY, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(in thousands, except per share amounts)

(e)

This adjustment is to eliminate historical expenses incurred in connection with the Merger due to the non-recurring nature of these expenses. These costs consist of the following:

	Twelve months ended December 31, 2010		Three months ended December 31, 2010		Year ended September 30, 2010
Legal and professional advisory fees	$	37,543	$	—	$	37,543
Stock-based compensation expense		16,142		—		16,142
Financing fees for an unused bridge loan		15,660		15,660		—
Portion of the transaction fee paid to our sponsor		14,324		14,324		—
Executive employment agreement termination payment		6,929		6,929		—
Other merger related costs		5,465		1,961		3,504
	$	96,063	$	38,874	$	57,189

(f)

This adjustment is to record (1) the estimated interest expense recognized on the senior secured credit facilities, as amended by the Refinancing and senior unsecured notes as calculated below which includes the unused line fees under the revolving credit facility; (2) the estimated interest expense associated with interest rate swap contracts on the portion of outstanding debt that was hedged; (3) the amortization of debt issuance costs capitalized associated with the newly-issued debt as computed below; (4) the elimination of interest expense related to certain long-term debt obligations of NBTY that were repaid immediately upon consummation of the Merger; and (4) the elimination of the amortization of debt issuance costs related to pre-existing debt of NBTY written off as of the closing date of the Transactions. The weighted average nominal interest rate for the newly issued debt was estimated to be 5.54%, excluding the effect of the interest rate swap contracts and the unused line fee under the revolving credit facility. Assuming our revolving credit facility is fully drawn, a change in the weighted average interest rate of one-eighth of 1% for our senior secured credit facilities, as amended by the Refinancing, would change annual interest expense by approximately $1,200 and the pro forma net income by approximately $725. Debt issuance costs will be amortized over the life of the related debt using the effective interest rate method.

56

NBTY, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(in thousands, except per share amounts)

        A summary of the effects of the adjustments on interest expense are as follows:

		Twelve months ended December 31, 2010			Three months ended December 31, 2010			Year ended September 30, 2010			Three months ended December 31, 2009
Interest expense related to re-financed merger debt		$	(133,286	)	$	(33,252	)	$	(133,387	)	$	(33,353	)
Interest rate swap contracts			(9,173	)		(2,293	)		(9,173	)		(2,293	)
Amortization of estimated capitalized costs related to re-financed merger debt (per above)			(15,709	)		(3,991	)		(15,565	)		(3,847	)
Elimination of historical interest expense, including borrowings that were repaid at the closing of the merger and elimination of the effects on interest expense due to the write-off of debt discounts and unamortized debt issuance costs			68,738			46,599			30,195			8,056
	Net interest expense adjustment	$	(89,430	)	$	7,063		$	(127,930	)	$	(31,437	)

(g)

This adjustment is to reflect the tax effect of the pro forma adjustments described in Notes (a) through (f) above based on NBTY's statutory tax rate of 38.6%.

57

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth our selected historical consolidated financial information. The selected historical consolidated balance sheet data as of September 30, 2006, 2007, 2008, 2009 and 2010 and the historical summary consolidated statement of operations data for the years ended September 30, 2006, 2007, 2008, 2009 and 2010 have been derived from the audited consolidated financial statements of our business. The consolidated financial statements as of September 30, 2009 and 2010 and for each of the three years in the period ended September 30, 2010 and notes thereto appear elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2010 and for the three-month periods ended December 31, 2009 and 2010, have been derived from the unaudited interim consolidated financial statements of NBTY appearing elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments necessary for a fair presentation of the information set forth herein. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year or any future reporting period.

        Our selected historical consolidated financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

		Fiscal Years Ended September 30,															Three Months Ended December 31,
		2006 Predecessor			2007 Predecessor			2008 Predecessor			2009 Predecessor			2010 Predecessor			2009 Predecessor			2010 Successor
		(Dollars in thousands)
Statement of Income (Loss) Data:
Net sales		$	1,880,222		$	2,014,506		$	2,179,469		$	2,581,950		$	2,826,737		$	751,151		$	742,162
Costs and expenses:
	Cost of sales		992,197			966,784			1,102,169			1,458,437			1,521,555			411,448			510,066
	Advertising, promotion and catalog		103,614			120,126			140,479			110,098			137,556			28,742			28,688
	Selling, general and administrative		598,742			619,995			700,209			737,786			767,946			188,731			203,383
	Merger expenses		—			—			—			—			45,903			—			38,874
	IT project termination costs		—			—			—			11,718			—			—			—
	Trademark/goodwill impairment		10,450			—			—			—			—			—			—
			1,705,003			1,706,905			1,942,857			2,318,039			2,472,960			628,921			781,011
Income (loss) from operations			175,219			307,601			236,612			263,911			353,777			122,230			(38,849	)
Interest expense			(25,924	)		(16,749	)		(18,639	)		(34,882	)		(30,195	)		(8,056	)		(46,599	)
Miscellaneous, net			3,532			13,124			13,067			(61	)		4,133			1,755			1,687
			(22,392	)		(3,625	)		(5,572	)		(34,943	)		(26,062	)		(6,301	)		(44,912	)
Income (loss) before provision for income taxes			152,827			303,976			231,040			228,968			327,715			115,929			(83,761	)
Provision (benefit) for income taxes			41,042			96,044			77,889			83,239			114,045			40,343			(20,325	)
Net income (loss)		$	111,785		$	207,932		$	153,151		$	145,729		$	213,670		$	75,586		$	(63,436	)
Balance Sheet Data (at period end):
	Cash	$	89,805		$	92,902		$	90,180		$	106,001		$	346,483					$	146,713
	Working capital(1)		391,713			564,952			573,402			674,439			849,338						775,464
	Total assets		1,304,310			1,534,935			1,936,358			1,960,221			2,200,768						4,907,686
	Total debt (including current portion)		209,705			211,095			571,711			476,522			419,286						2,400,226
	Long-term debt, net of current portion		191,045			210,106			538,402			437,629			341,128						2,375,625
	Total stockholders' equity		839,432			1,055,970			998,196			1,127,825			1,379,953						1,462,562
Statement of Cash Flows Data:
	Net cash provided by (used in) operating activities	$	312,963		$	240,996		$	177,405		$	136,937		$	371,752		$	60,015		$	(42,934	)
	Net cash provided by (used in) investing activities		7,385			(228,665	)		(345,566	)		(27,992	)		(82,103	)		(8,320	)		(3,994,773	)
	Net cash (used in) provided by financing activities		(299,430	)		(12,211	)		174,601			(91,716	)		(47,227	)		1,115			3,838,206
Ratio of Earnings to Fixed Charges(2)			3.52	x		6.89	x		5.08	x		3.97	x		5.42	x		7.03	x		—	(2)

(1)

Working capital consists of current assets, including cash and cash equivalents, minus current liabilities.

(2)

Earnings consist of income before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest on borrowings, amortization of deferred financing costs, capitalized interest and the proportion deemed representative of the interest factor within rent expense. We did not have any preferred shares outstanding during the periods indicated. For the three months ended December 31, 2010, earnings were insufficient to cover fixed charges by $83,761.

58

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations covers periods before and after the Transactions. Accordingly, the discussion and analysis of periods prior to October 1, 2010 do not reflect the significant impact that the Transactions and Refinancing have had on us, including increased levels of indebtedness and the impact of purchase accounting. In addition, the statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described elsewhere in this prospectus. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Consolidated Financial Data" and the historical audited and unaudited consolidated financial statements, including the related notes, contained elsewhere in this prospectus. All references to years, unless otherwise noted, refer to our fiscal years, which end on September 30. All dollar values in this section, unless otherwise noted, are denoted in thousands. Numerical figures have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Carlyle Transaction

        On October 1, 2010, NBTY consummated the Merger with an affiliate of Carlyle under which the Carlyle affiliate acquired 100% of NBTY for a net purchase price of $3,635,949. The purchase price was funded through the net proceeds of our $1,750,000 senior secured credit facilities, the issuance of $650,000 outstanding notes and a cash equity contribution of $1,550,000 from an affiliate of Carlyle. For a detailed discussion of the Transactions, see Note 3 and Note 8 to our Condensed Consolidated Financial Statements for the three months ended December 31, 2010 included elsewhere in this prospectus.

        As a result of the Acquisition and the application of purchase accounting, our assets and liabilities have been adjusted to their preliminary fair market values as of October 1, 2010, the closing date of the Transactions. In addition, we incurred certain acquisition related expenses during the three months ended December 31, 2010.

        Specifically, our cost of sales increased due to the increased carrying value of our fixed assets and inventory and our selling, general and administrative expenses ("SG&A") increased due to the increased amortization of our intangible assets. Additionally, the excess of the total purchase price over the preliminary fair value of our assets and liabilities at closing was allocated to goodwill. As a result of our preliminary assessment of the fair value of our assets, the values of our intangible assets and goodwill increased significantly. The indefinite-lived intangible assets will be subject to annual impairment testing.

        The purchase price allocation is subject to changes in:

•

The fair value of working capital and other assets and liabilities on the effective date;

•

Completion of an appraisal of assets acquired and liabilities assumed; and

•

Identification of intangible assets.

        The final purchase price allocation will be adjusted based on the completion of an appraisal of assets acquired and liabilities assumed and may differ materially from the estimated allocation. Amounts allocated to definite-lived intangible assets will be subject to amortization over the useful life of the asset. Additionally, as discussed below in "—Liquidity and Capital Resources," we incurred

59

significant indebtedness in connection with the consummation of the Acquisition, and our total indebtedness and related interest expense is significantly higher than prior to the Acquisition.

Overview

        We are the leading vertically integrated manufacturer, marketer and retailer of a broad line of high-quality, vitamins, nutritional supplements and related products in the United States, with operations worldwide. We currently market approximately 25,000 SKUs under numerous brands, including Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, Flex-A-Min®, SISU®, Knox®, Sundown®, Rexall®, Pure Protein®, Body Fortress®, Worldwide Sport Nutrition®, Natural Wealth®, Puritan's Pride®, Holland & Barrett®, GNC (UK)®, Physiologics®, Le Naturiste®, De Tuinen®, Julian Graves® and Vitamin World®. Our vertical integration includes purchasing raw materials and formulating and manufacturing products, which we then market through the following four channels of distribution:

•

Wholesale/U.S. Nutrition—This segment distributes products under various U.S. Nutrition brand names and third-party private labels, each targeting specific market groups which include virtually all mass market retailers, supermarkets and drug store chains, club stores, pharmacies, health and natural food stores, healthcare practitioners, wholesalers, distributors and international customers.

•

European Retail—This segment generates revenue through its 630 Holland & Barrett stores (including seven franchised stores in Singapore, one franchised store in each of South Africa and Malta and two franchised stores in Cyprus), 262 Julian Graves stores and 47 GNC (UK) stores in the U.K., 95 De Tuinen stores (including 12 franchised locations), in the Netherlands and 37 Nature's Way stores in Ireland. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees.

•

Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and the internet. Catalogs are strategically mailed to customers who order by mail, internet, or phone.

•

North American Retail—This segment generates revenue through its 457 owned and operated Vitamin World stores selling proprietary brand and third-party products and through its Canadian operation of 81 owned and operated Le Naturiste stores.

        Operating data for each of the four distribution channels does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to, the following: human resources, legal, finance and various other corporate-level activity related expenses. We attribute such unallocated expenses to corporate.

Results of Operations

        Periods prior to October 1, 2010 reflect the results of operations of the Company prior to the Acquisition (the "Predecessor") and periods after October 1, 2010 reflect the results of operations of the Company after the Acquisition (the "Successor").

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Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009

Net Sales

        Net sales by segment for the three months ended December 31, 2010 as compared with the prior comparable period were as follows:

		Successor					Predecessor
		Three months ended December 31, 2010					Three months ended December 31, 2009
		Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale/U.S. Nutrition		$	456,962		61.6	%	$	471,114		62.7	%	$	(14,152	)		-3.0	%
European Retail			171,549		23.1	%		175,995		23.4	%		(4,446	)		-2.5	%
Direct Response / E-Commerce			60,115		8.1	%		52,584		7.0	%		7,531			14.3	%
North American Retail			53,536		7.2	%		51,458		6.9	%		2,078			4.0	%
	Net sales	$	742,162		100.0	%	$	751,151		100.0	%	$	(8,989	)		-1.2	%

Wholesale/U.S. Nutrition

        Net sales for the Wholesale/U.S. Nutrition segment decreased $14,152, or 3.0%, to $456,962 for the three months ended December 31, 2010 as compared with the prior comparable period. This decrease was attributable to the following:

•

Lower net sales of domestic private label products, which decreased $26,300. This decrease was attributable to the highly competitive environment in the private label business;

•

The decrease was partially offset by an increase of $9,525 in net sales from our sports nutrition brands (such as WORLDWIDE Sport Nutrition®, Pure Protein® and Met-Rx®).

        We continue to adjust shelf space allocation among our numerous wholesale brands to provide the best overall product mix and to respond to changing market conditions. Wholesale/U.S. Nutrition continues to leverage valuable consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride Direct Response/E-Commerce operations in order to provide its mass-market customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall sales. Promotional programs and rebates were $65,589, or 12.4% of sales for the three months ended December 31, 2010 as compared to $56,665, or 10.6% of sales for the prior comparable period. We expect promotional programs and rebates as a percentage of sales to fluctuate on a quarterly basis.

        Product returns were $6,459 or 1.2% of sales for the three months ended December 31, 2010 as compared to $5,250 or 1.0% of sales for the prior comparable period. The product returns for the three months ended December 31, 2010 and 2009 are attributable to returns in the ordinary course of business. We expect returns relating to normal operations to trend between 1% to 2% of Wholesale/U.S. Nutrition sales in future quarters.

        One customer represented 24% and 27% of the Wholesale/U.S. Nutrition segment's net sales for the three months ended December 31, 2010 and 2009, respectively. It also represented 15% and 17% of consolidated net sales for the three months ended December 31, 2010 and 2009, respectively. The loss of this customer, or any one of our other major customers, would have a material adverse effect on our results of operations if we were unable to replace that customer.

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European Retail

        Net sales for this segment decreased $4,446, or 2.5%, to $171,549 for the three months ended December 31, 2010 as compared with the prior comparable period. This decrease was primarily the result of a 3% decline in the average exchange rate in the British pound as compared to the prior comparable period. In local currency, net sales increased 0.8% as compared to the prior comparable period. In local currency, sales for stores open more than one year (same store sales) decreased by 0.8% from the prior comparable period.

        The following is a summary of European Retail store activity for the three months ended December 31, 2010 and 2009:

		Successor			Predecessor
		Three months ended December 31,			Three months ended December 31,
European Retail stores:		2010			2009
Company-owned stores
	Open at beginning of the period		1,035			1,004
	Opened during the period		13			10
	Closed during the period		—			—
	Open at end of the period		1,048			1,014
Franchised stores
	Open at beginning of the period		22			28
	Opened during the period		2			5
	Closed during the period		(1	)		—
	Open at end of the period		23			33
Total company-owned and franchised stores
	Open at beginning of the period		1,057			1,032
	Opened during the period		15			15
	Closed during the period		(1	)		—
	Open at end of the period		1,071			1,047

Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased $7,531, or 14.3%, to $60,115 for the three months ended December 31, 2010 as compared to the prior comparable period. While both catalog and online sales increased over the prior comparable period, $5,240 of the increase was driven by on-line sales. Puritan's Pride on-line net sales comprised 52% of total Puritan's Pride net sales for the three months ended December 31, 2010 as compared to 49% in the prior comparable period. We believe that we remain the vitamin and nutritional supplements leader in the direct response and e-commerce sectors, and we continue to increase the number of products available via our websites.

        This segment continues to vary its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical results reflect this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

North American Retail

        Net sales for this segment increased $2,078, or 4.0%, to $53,536 for the three months ended December 31, 2010 as compared with the prior comparable period. An increase in same store sales of 1.9% as well as new Vitamin World store openings were the primary reasons for the overall increase.

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        The following is a summary of North American Retail store activity for the three months ended December 31, 2010 and 2009:

		Successor			Predecessor
		Three months ended December 31,			Three months ended December 31,
North American Retail stores:		2010			2009
Vitamin World
	Open at beginning of the period		457			442
	Opened during the period		2			6
	Closed during the period		(2	)		—
	Open at end of the period		457			448
Le Naturiste
	Open at beginning of the period		81			86
	Opened during the period		—			—
	Closed during the period		—			—
	Open at end of the period		81			86
Total North American Retail
	Open at beginning of the period		538			528
	Opened during the period		2			6
	Closed during the period		(2	)		—
	Open at end of the period		538			534

Cost of Sales

        Cost of sales for the three months ended December 31, 2010 as compared with the prior comparable period was as follows:

	Successor			Predecessor
	Three months ended December 31, 2010			Three months ended December 31, 2009			$ change		% change
Cost of sales	$	510,066			411,448		$	98,618		24.0	%
Percentage of net sales		68.7	%		54.8	%

        Cost of sales as a percentage of net sales was 68.7% for the three months ended December 31, 2010 as compared to 54.8% for the prior comparable period. The increase in cost of sales relates to an adjustment of $122,104 to acquired inventory to its fair value as required under purchase accounting, resulting in a temporary increase in cost of sales as the acquired inventory was sold during the quarter. Excluding this adjustment, the net decrease in cost of sales is attributable to a more stable raw materials environment compared to the prior comparable period as well as efficiencies generated in manufacturing and supply chain management brought about by economies of scale. In addition, the three months ended December 31, 2010 had a higher proportion of branded product sales, which traditionally have higher gross profit margins than private label product sales, as compared to the prior comparable period.

        Due to the competitive pressure in the private label business, we anticipate that cost of sales for our private label business as a percentage of net sales will increase in future quarters. This should adversely affect gross profits during the affected periods. To address this issue, we are in the process of implementing additional improvements in supply chain management and we are also increasing our focus on our branded sales.

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Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses for the three months ended December 31, 2010 as compared with the prior comparable period were as follows:

	Successor			Predecessor
	Three months ended December 31, 2010			Three months ended December 31, 2009			$ change			% change
Advertising, promotion and catalog	$	28,688		$	28,742		$	(54	)		-0.2	%
Percentage of net sales		3.9	%		3.8	%

        Advertising, promotion and catalog expense was relatively unchanged, as the decrease in customer co-operative advertising was largely offset by increases in website and internet search engine advertising, as well as catalog costs and international advertising.

Selling, General and Administrative Expenses

        SG&A for the three months ended December 31, 2010 as compared with the prior comparable period were as follows:

	Successor			Predecessor
	Three months ended December 31, 2010			Three months ended December 31, 2009			$ change		% change
SG&A	$	203,383		$	188,731		$	14,652		7.8	%
Percentage of net sales		27.4	%		25.1	%

        SG&A increased $7,057 due to higher amortization expense associated with the increased value of trade-names and customer relationship intangible assets recorded in purchase accounting. In addition, freight costs increased approximately $3,658 primarily due to fuel surcharges and payroll and payroll related costs increased $2,191 as compared to the prior comparable year.

Merger Expenses

        Merger expenses during the three months ended December 31, 2010 consisted of $15,660 in bank financing costs associated with an unused bridge loan, $14,324 for a portion of the transaction fee paid to Carlyle, $6,929 for an employment agreement termination payment due to a former executive officer and $1,961 of other Merger related costs.

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(Loss) Income from Operations

        (Loss) income from operations for the three months ended December 31, 2010 as compared to the prior comparable period was as follows:

		Successor			Predecessor
		Three months ended December 31, 2010			Three months ended December 31, 2009			$ change			% change
Wholesale/U.S. Nutrition		$	94,052		$	86,238		$	7,814			9.1	%
European Retail			28,541			34,644			(6,103	)		-17.6	%
Direct Response / E-Commerce			14,900			16,388			(1,488	)		-9.1	%
North American Retail			1,875			2,072			(197	)		-9.5	%
Corporate			(178,217	)		(17,112	)		(161,105	)		-941.5	%
	Total	$	(38,849	)	$	122,230		$	(161,079	)		-131.8	%
	Percentage of net sales		-5.2	%		16.3	%

        The increase in Wholesale/U.S. Nutrition income from operations was primarily due to higher gross profits partially offset by higher SG&A costs (primarily increased amortization of intangibles, freight and commissions). The decrease in the European Retail segment was the result of lower gross profits. The decrease in the Direct Response/E-Commerce and North American Retail segments income from operations was primarily due to increased advertising and amortization expenses. The increase in the Corporate segment was caused by the acquired inventory adjustment to cost of sales and the Merger expenses described above.

Interest Expense

        Interest expense for the three months ended December 31, 2010 increased due to our senior secured credit facilities and the outstanding notes offered to be exchanged hereby, each entered into in connection with the Merger.

Miscellaneous, net

        The components of miscellaneous, net during the three months ended December 31, 2010 and 2009 were as follows:

		Successor		Predecessor
		Three months ended December 31, 2010		Three months ended December 31, 2009		$ change
Foreign exchange gains		$	934	$	618	$	316
Rental income			343		147		196
Investment income			145		124		21
Other			265		866		(601	)
	Total	$	1,687	$	1,755	$	(68	)

Provision for Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2013 and 2016. Therefore, our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months

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ended December 31, 2010 and 2009 was 24.3% and 34.8%, respectively. The effective income tax rate was lower for the three months ended December 31, 2010 primarily due to the worldwide pre-tax loss for the three months ended December 31, 2010, which included a domestic loss for which federal and state tax benefits have been recognized as compared to worldwide pre-tax income for the three months ended December 31, 2009 which included domestic income for which federal and state tax was provided for.

Fiscal Year Ended September 30, 2010 Compared to Fiscal Year Ended September 30, 2009

Net Sales

        Net sales by segment for Fiscal 2010 as compared to the fiscal year ended September 30, 2009 ("Fiscal 2009") were as follows:

		Net Sales by Segment Fiscal year ended September 30,
		2010					2009
Segment		Net Sales		% of total			Net Sales		% of total			$ change		% change
Wholesale/U.S. Nutrition		$	1,734,860		61.4	%	$	1,557,089		60.3	%	$	177,771		11.4	%
European Retail			645,250		22.8	%		601,574		23.3	%		43,676		7.3	%
Direct Response/E-Commerce			233,972		8.3	%		221,409		8.6	%		12,563		5.7	%
North American Retail			212,655		7.5	%		201,878		7.8	%		10,777		5.3	%
	Net sales	$	2,826,737		100.0	%	$	2,581,950		100.0	%	$	244,787		9.5	%

Wholesale/U.S. Nutrition

        Net sales for the Wholesale/U.S. Nutrition segment were $1,734,860 for Fiscal 2010 as compared to $1,557,089 for Fiscal 2009. The increased of $177,771 or 11.4% was primarily attributable to the following:

•

$103,225 from domestic branded products, primarily driven by continued growth in key brands such as Nature's Bounty® and the sports nutrition brands (such as Pure Protein® and Body Fortress®),

•

$37,122 from domestic private label products, primarily driven by increased sales to existing customers, and

•

$37,424 from international sales.

        We continue to adjust shelf space allocation between the U.S. Nutrition brands to provide the best overall product mix and to respond to changing market conditions. These efforts have helped to strengthen U.S. Nutrition's position in the mass market. Wholesale/U.S. Nutrition continues to leverage valuable consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride Direct Response/E-Commerce operations to provide our mass-market customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall sales. Promotional programs and rebates were $246,654, or 12.3% of sales for Fiscal 2010 as compared to $174,731, or 9.9% of sales for Fiscal 2009. We expect promotional programs and rebates as a percentage of sales to fluctuate on a quarterly basis.

        Product returns were $25,203 or 1.3% of sales for Fiscal 2010 as compared to $31,514 or 1.8% of sales for Fiscal 2009. The product returns for Fiscal 2010 and Fiscal 2009 were mainly attributable to returns in the ordinary course of business. We expect returns relating to normal operations to trend between 1% to 2% of Wholesale/U.S. Nutrition sales in future quarters.

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        One customer, Wal-Mart, represented 27% and 30% of the Wholesale/U.S. Nutrition segment's net sales for Fiscal 2010 and 2009, respectively. It also represented 16% and 18% of consolidated net sales for Fiscal 2010 and 2009, respectively. The loss of this customer, or any of our other major customers, would have a material adverse effect on our results of operations if we were unable to replace that customer.

European Retail

        Net sales for this segment increased $43,676, or 7.3%, to $645,250 for Fiscal 2010 as compared to Fiscal 2009. Same store sales in U.S. dollars increased 4.3%, or $23,779, for Fiscal 2010 as compared to Fiscal 2009. In local currency, same store sales increased 3.7% as compared to Fiscal 2009. During Fiscal 2010, sixty-seven Julian Graves stores were converted to either Holland & Barrett, GNC (UK) or Nature's Way stores.

        The following is a summary of European Retail store activity for Fiscal 2010 and Fiscal 2009:

	Fiscal 2010			Fiscal 2009
European Retail stores:
Company-owned stores
Open at beginning of the period		1,004			975
Opened during the period		43			28
Acquired during the period		6			3
Closed during the period		(18	)		(2	)
Open at end of the period		1,035			1,004
Franchised stores
Open at beginning of the period		28			22
Opened during the period		8			9
Closed during the period		(14	)		(3	)
Open at end of the period		22			28
Total company-owned and franchised stores
Open at beginning of the period		1,032			997
Opened during the period		51			37
Acquired during the period		6			3
Closed during the period		(32	)		(5	)
Open at end of the period		1,057			1,032

Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased $12,563, or 5.7%, for Fiscal 2010 as compared to Fiscal 2009. The total number of orders increased approximately 9% and the average order size remained consistent for Fiscal 2010 as compared to Fiscal 2009. On-line net sales comprised 50% of this segment's net sales for Fiscal 2010 as compared to 47% for Fiscal 2009.

        This division continues to vary its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical results reflect this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

North American Retail

        Net sales for this segment increased $10,777, or 5.3%, to $212,655 for Fiscal 2010 as compared to Fiscal 2009. Same store sales increased 4%, representing $7,987 of the overall increase in net sales.

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Same-store sales growth was driven by strong performance at the Vitamin World stores, as the business continues to benefit from updated in-store signage, SKU rationalization and a shift in the promotional strategy to an everyday low price rather than special savings days, which was the strategy in prior years.

        The following is a summary of North American Retail store activity for Fiscal 2010 and Fiscal 2009:

		Fiscal 2010			Fiscal 2009
North American Retail stores:
Vitamin World
	Open at beginning of the period		442			441
	Opened during the period		21			9
	Closed during the period		(6	)		(8	)
	Open at end of the period		457			442
Le Naturiste
	Open at beginning of the period		86			81
	Opened during the period		—			6
	Closed during the period		(5	)		(1	)
	Open at end of the period		81			86
Total North American Retail
	Open at beginning of the period		528			522
	Opened during the period		21			15
	Closed during the period		(11	)		(9	)
	Open at end of the period		538			528

Cost of Sales

        Cost of sales for Fiscal 2010 as compared to Fiscal 2009 was as follows:

	Fiscal year ended September 30,
	2010			2009			$ Change		% Change
Cost of Sales	$	1,521,555		$	1,458,437		$	63,118		4.3	%
Percentage of net sales		53.8	%		56.5	%

        Cost of sales as a percentage of net sales was 53.8% for Fiscal 2010 as compared to 56.5% for Fiscal 2009. Fiscal 2009 was affected by historically high levels of raw material and other manufacturing costs that were not offset by higher prices charged to customers. Fiscal 2010 experienced a more stable raw materials environment as well as efficiencies generated in manufacturing and supply chain management brought about by economies of scale. In addition, Fiscal 2010 had a higher proportion of branded product sales as compared to Fiscal 2009, which traditionally have higher profit margins.

        Due to the competitive pressure in the private label business, we anticipate that cost of sales for our private label business as a percentage of net sales will increase in future quarters. This should adversely affect gross profits during this period. To address this issue, we are in the process of implementing additional improvements in supply chain management and we are also increasing our focus on our branded sales.

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Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses for Fiscal 2010 as compared to Fiscal 2009 were as follows:

		Fiscal year ended September 30,
		2010			2009			$ Change		% Change
Advertising, promotion and catalog		$	137,556		$	110,098		$	27,458		24.9	%
	Percentage of net sales		4.9	%		4.3	%

        The increase in advertising, promotion and catalog expense is primarily due to an increase in customer co-operative advertising of $11,883. In addition, domestic television advertising for some of our major brands increased $4,508 and internet advertising increased approximately $5,107.

Selling, General and Administrative Expenses

        SG&A for Fiscal 2010 as compared to Fiscal 2009 were as follows:

		Fiscal year ended September 30,
		2010			2009			$ Change		% Change
SG&A		$	767,946		$	737,786		$	30,160		4.1	%
	Percentage of net sales		27.2	%		28.6	%

        SG&A costs increased due to higher payroll and payroll related costs of approximately $13,499 and higher rent and related utilities expenses of approximately $6,167 primarily associated with new store openings in the European Retail segment. In addition, freight costs increased approximately $5,231 for Fiscal 2010 as compared to Fiscal 2009. Also, during Fiscal 2010, we recorded a charge of $3,533 for the write-down of an intangible asset associated with a contract manufacturing agreement that is not expected to be renewed.

Merger Expenses

        In connection with the Acquisition described above, we incurred charges of $45,903 in Fiscal 2010. These charges consisted of $29,761 primarily related to legal and professional advisory services and $16,142 of incremental stock-based compensation expense as a result of the mandatory acceleration of vesting of all unvested stock options and restricted stock units in connection with the Acquisition. Of these total expenses, $38,123 were contingent upon the closing of the Acquisition.

Income from Operations

        Income from operations for Fiscal 2010 as compared to Fiscal 2009 was as follows:

		Fiscal year ended September 30,
		2010			2009			$ Change			% Change
Wholesale/U.S. Nutrition		$	292,991		$	180,660		$	112,331			62.2	%
European Retail			100,865			89,747			11,118			12.4	%
Direct Response/E-Commerce			68,018			57,442			10,576			18.4	%
North American Retail			10,031			1,420			8,611			606.4	%
Corporate			(118,128	)		(65,358	)		(52,770	)		80.7	%
	Total	$	353,777		$	263,911		$	89,866			34.1	%
	Percentage of net sales		12.5	%		10.2	%

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        The increase in Wholesale/U.S. Nutrition income from operations in Fiscal 2010 was primarily due to higher sales and gross profits partially offset by higher advertising expenses. The increase in the European Retail segment was related to the increase in sales partially offset by higher SG&A costs (primarily payroll and store occupancy costs). The increase in Direct Response/E-Commerce and North American Retail income from operations was primarily due to higher sales and gross profits. In addition, the Direct Response/E-Commerce, European Retail and North American Retail segments in Fiscal 2009 included a write-off for IT project termination costs that did not recur in Fiscal 2010. The increase in the expenses included in the Corporate segment related to the Merger expenses described above as well as an increase in payroll and payroll related costs.

Interest Expense

        Interest expense decreased $4,687 in Fiscal 2010 as compared to Fiscal 2009 due to lower principal balances outstanding on our term loan.

Miscellaneous, net

        The components of miscellaneous, net in Fiscal 2010 and Fiscal 2009 were as follows:

	Fiscal year ended September 30,
	2010		2009			$ Change
Foreign exchange (losses) gains	$	1,108	$	(3,595	)	$	4,703
Investment income		711		1,134			(423	)
Rental income		581		1,650			(1,069	)
Other		1,733		750			983
Total	$	4,133	$	(61	)	$	4,194

        Miscellaneous, net increased in Fiscal 2010 primarily due to unrealized foreign exchange gains on intercompany balances for Fiscal 2010 as compared to unrealized foreign exchange losses in Fiscal 2009.

Provision for Income Taxes

        Our provision for income taxes was impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2013 and 2016. Therefore, our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for Fiscal 2010 was 34.8%, compared to 36.4% in the prior fiscal year. The Fiscal 2010 effective tax rate is lower than the Fiscal 2009 effective tax primarily due to a higher domestic production deduction in Fiscal 2010 as well as a decrease in foreign losses for which a valuation allowance was recorded.

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Fiscal Year Ended September 30, 2009 Compared to Fiscal Year Ended September 30, 2008

Net Sales

        Net sales by segment for Fiscal 2009 as compared to the fiscal year ended September 30, 2008 ("Fiscal 2008") were as follows:

		Net Sales by Segment Fiscal year ended September 30,
		2009					2008
Segment		Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale/U.S. Nutrition		$	1,557,089		60.3	%	$	1,160,486		53.2	%	$	396,603			34.2	%
European Retail			601,574		23.3	%		600,463		27.6	%		1,111			0.2	%
Direct Response/E-Commerce			221,409		8.6	%		210,506		9.7	%		10,903			5.2	%
North American Retail			201,878		7.8	%		208,014		9.5	%		(6,136	)		-2.9	%
	Net sales	$	2,581,950		100.0	%	$	2,179,469		100.0	%	$	402,481			18.5	%

Wholesale/U.S. Nutrition

        Net sales for the Wholesale/U.S. Nutrition segment increased $396,603, or 34.2%, to $1,557,089 for Fiscal 2009. This increase was due to higher net sales of domestic private label products, approximately $361,326 resulting primarily from our acquisition of Leiner in Fiscal 2008 and a re-allocation of shelf space at a major customer. The remaining increase was attributable to an increase in domestic branded and international revenue of $57,471, due to increased sales from existing customers, new product introductions and promotions partially offset by the above mentioned re-allocation of shelf space at a major customer.

        We historically have used targeted promotions to grow overall sales. Promotional programs and rebates were $174,731, or 9.9% of sales for Fiscal 2009 as compared to $125,013, or 9.6% of sales for Fiscal 2008. Historically, promotional programs and rebates as a percentage of sales have fluctuated on a quarterly basis.

        Product returns were $31,514 or 1.8% of sales for Fiscal 2009 as compared to $21,506 or 1.6% of sales for Fiscal 2008. The product returns for Fiscal 2009 and Fiscal 2008 were mainly attributable to returns in the ordinary course of business.

        One customer, Wal-Mart, represented 30% and 22% of the Wholesale/U.S. Nutrition segment's net sales for Fiscal 2009 and 2008, respectively. It also represented 18% and 12% of consolidated net sales for Fiscal 2009 and 2008, respectively.

European Retail

        Net sales for this segment increased $1,111, or 0.2%, to $601,574 for Fiscal 2009. Overall, European Retail net sales were negatively affected by significant unfavorable foreign currency translation in Fiscal 2009 (the dollar depreciated 21.4% against the pound) which was offset by increased net sales from the acquisition of Julian Graves in Fiscal 2008 and additional stores opened during Fiscal 2009. Same store sales in U.S. dollars decreased 20.2%, or $118,231, as compared to Fiscal 2008. In local currency, same store sales increased 1.5% as compared to Fiscal 2008. In addition, the acquisition of Julian Graves contributed an increase in net sales of $107,662 as compared to its post-acquisition net sales of $4,890 during the last fourteen days of Fiscal 2008.

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        The following is a summary of European Retail store activity for Fiscal 2009 and 2008:

	Fiscal 2009			Fiscal 2008
European Retail stores:
Company-owned stores
Open at beginning of the period		975			604
Opened during the period		28			21
Acquired during the period		3			350
Closed during the period		(2	)		—
Open at end of the period		1,004			975
Franchised stores
Open at beginning of the period		22			22
Opened during the period		9			—
Closed during the period		(3	)		—
Open at end of the period		28			22
Total company-owned and franchised stores
Open at beginning of the period		997			626
Opened during the period		37			21
Acquired during the period		3			350
Closed during the period		(5	)		—
Open at end of the period		1,032			997

Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased $10,903, or 5.2%, for Fiscal 2009. The total number of orders decreased approximately 13% and the average order size increased approximately 18% for Fiscal 2009 as compared to Fiscal 2008. On-line net sales comprised 47% of this segment's net sales for Fiscal 2009 as compared to 44% for Fiscal 2008.

        This division historically has varied its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical results reflect this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

North American Retail

        Net sales for this segment decreased $6,136, or 2.9%, to $201,878 for Fiscal 2009. Same store sales decreased 2%, representing $4,236 of the overall decline in net sales. This decline in net sales was partially attributable to a shift in our Vitamin World stores strategy in Fiscal 2009 from reliance on promotional discounting to drive sales to an everyday low price for its customers.

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        The following is a summary of North American Retail store activity for Fiscal 2009 and 2008:

		Fiscal 2009			Fiscal 2008
North American Retail stores:
Vitamin World
	Open at beginning of the period		441			457
	Opened during the period		9			8
	Closed during the period		(8	)		(24	)
	Open at end of the period		442			441
Le Naturiste
	Open at beginning of the period		81			80
	Opened during the period		6			1
	Closed during the period		(1	)		—
	Open at end of the period		86			81
Total North American Retail
	Open at beginning of the period		522			537
	Opened during the period		15			9
	Closed during the period		(9	)		(24	)
	Open at end of the period		528			522

Cost of Sales

        Cost of sales for Fiscal 2009 as compared to Fiscal 2008 was as follows:

	Fiscal year ended September 30,
	2009			2008			$ Change		% Change
Cost of Sales	$	1,458,437		$	1,102,169		$	356,268		32.3	%
Percentage of net sales		56.5	%		50.6	%

        Cost of sales as a percentage of net sales increased to 56.5% for Fiscal 2009 as compared to 50.6% for Fiscal 2008. This increase was mainly due to a larger concentration of sales of private label products from the Leiner acquisition. Private label products traditionally have a lower margin. In addition, historically high raw material costs for certain products which were not offset by higher prices charged to customers, as well as higher promotional activity and the integration of the Leiner operations, increased our cost of sales for the first half of Fiscal 2009. In Fiscal 2009, we continued our focus on store modernization, SKU rationalization and a refined promotional strategy at our retail locations. This focus contributed to lower cost of sales for some retail locations.

Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses for Fiscal 2009 as compared to Fiscal 2008 were as follows:

		Fiscal year ended September 30,
		2009			2008			$ Change			% Change
Advertising, promotion and catalog		$	110,098		$	140,479		$	(30,381	)		-21.6	%
	Percentage of net sales		4.3	%		6.4	%

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        The decrease in advertising, promotion and catalog expense was due to a decrease in the domestic television and radio campaigns of $7,376, a decrease in magazine and newspaper advertising of $10,179 for some of our leading brands, as well as lower catalog costs of $4,069 and lower internet advertising costs of $6,352. Offsetting these decreases was an increase in advertising for new promotions through free-standing inserts in newspapers and magazines of $1,977. Our international operations increased advertising spending on television and national newspapers. This increase was offset by the effect of foreign currency translation (principally the lower British pound).

Selling, General and Administrative Expenses

        SG&A for Fiscal 2009 as compared to Fiscal 2008 were as follows:

		Fiscal year ended September 30,
		2009			2008			$ Change		% Change
SG&A		$	737,786		$	700,209		$	37,577		5.4	%
	Percentage of net sales		28.6	%		32.1	%

        SG&A costs increased primarily due to costs associated with the acquisitions of Leiner and Julian Graves in Fiscal 2008. These added costs included higher payroll and related costs, one-time legal costs incurred in connection with the review of the Julian Graves acquisition by the Competition Commission in the U.K., as well as higher rent and building occupancy costs. Total SG&A costs in Fiscal 2009, as a result of the Julian Graves acquisition were $61,569. Other cost increases that were incurred in Fiscal 2009 included freight, which increased by $7,802, and depreciation and amortization, which increased by $5,853. Offsetting these increased costs were decreases resulting from foreign currency translation as well as lower consulting and outside service costs.

IT Project Termination Costs

        During Fiscal 2009, management determined certain information technology projects relating to the Direct Response, North American Retail and European Retail segments would be terminated as they were deemed to be ineffective and uneconomical. As a result, we recorded a charge for previously capitalized software configuration and other related costs of $11,718, which is net of a $7,055 recovery in the fourth quarter due to favorable negotiations with a service provider associated with this project.

Income from Operations

        Income from operations for Fiscal 2009 as compared to Fiscal 2008 was as follows:

		Fiscal year ended September 30,
		2009			2008			$ Change			% Change
Wholesale/U.S. Nutrition		$	180,660		$	158,195		$	22,465			14.2	%
European Retail			89,747			121,941			(32,194	)		-26.4	%
Direct Response/E-Commerce			57,442			28,197			29,245			103.7	%
North American Retail			1,420			(2,816	)		4,236			-150.4	%
Corporate			(65,358	)		(68,905	)		3,547			-5.1	%
	Total	$	263,911		$	236,612		$	27,299			11.5	%
	Percentage of net sales		10.2	%		10.9	%

        The increase in Wholesale/U.S. Nutrition income from operations was primarily due to higher sales and lower advertising costs partially offset by higher cost of sales, higher payroll and related costs and higher freight costs. Lower income from operations in the European Retail segment was due to higher

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SG&A costs associated with the Julian Graves acquisition as well as IT project termination costs. The European Retail segment was also adversely impacted by foreign currency translation, primarily the decline in the value of the British pound. The increase in the Direct Response/E-Commerce income from operations was due to lower cost of sales, as well as lower SG&A and advertising, promotion and catalog expenses, which were partially offset by IT project termination costs. The increase in the North American Retail income from operations was primarily due to lower cost of sales and SG&A expenses, partially offset by higher advertising costs and IT project termination costs.

Interest Expense

        Interest expense increased $16,243 to $34,882 for Fiscal 2009 as compared to $18,639 for Fiscal 2008 primarily due to the borrowings outstanding under the $300,000 term loan entered into during the fourth quarter of Fiscal 2008 in connection with the Leiner acquisition.

Miscellaneous, net

        The components of miscellaneous, net during Fiscal 2009 and Fiscal 2008 were as follows:

	Fiscal year ended September 30,
	2009			2008		$ Change
Foreign exchange gains	$	(3,595	)	$	3,038	$	(6,633	)
Investment income		1,134			8,016		(6,882	)
Rental income		1,650			1,743		(93	)
Other		750			270		480
Total	$	(61	)	$	13,067	$	(13,128	)

        Miscellaneous, net decreased primarily due to unrealized foreign exchange losses on intercompany balances for Fiscal 2009 associated with the strengthening of the U.S. dollar against the British pound and Canadian dollar as compared to unrealized foreign exchange gains in Fiscal 2008 as well as lower investment income earned on lower cash and investment balances.

Provision for Income Taxes

        Our provision for income taxes was impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2013 and 2016. Therefore, our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for Fiscal 2009 was 36.4%, compared to 33.7% in the prior fiscal year. The Fiscal 2009 effective tax rate is higher than the Fiscal 2008 effective tax rate due to higher state income taxes resulting from an increase in domestic income and losses attributable to certain foreign subsidiaries for which no benefit has been recognized.

Liquidity and Capital Resources

        Our primary sources of liquidity and capital resources are cash generated from operations, as well as funds available under the revolving portion of our senior secured credit facilities. We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources.

        On October 1, 2010 we entered into our senior secured credit facilities totaling $2,000,000, consisting of $1,750,000 term loan facilities and a $250,000 revolving credit facility, each under our Credit Agreement. In addition, we issued $650,000 outstanding notes with an interest rate of 9% and a maturity date of October 1, 2018.

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        On March 1, 2011, NBTY, Holdings and the other parties to the Credit Agreement entered into a Refinancing pursuant to which we repriced our loans and amended certain other terms under the Credit Agreement.

        Under the terms of the Refinancing, the original $250,000 term loan A and $1,500,000 term loan B were replaced with a new $1,750,000 term loan B-1 and the $250,000 revolving credit facility was modified to $200,000. Borrowings under term loan B-1 will bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-1 and the revolving credit facility is 3.25% per annum for Eurodollar loans and 2.25% per annum for base rate loans, with a step-down in rate for the revolving credit facility upon the achievement of a certain total senior secured leverage ratio. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates. See "Description of Certain Indebtedness."

        In addition, the terms of the Refinancing require the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility (including swingline loans and letters of credit). All other financial covenants required by the senior secured credit facility were removed.

        As a result of the Refinancing, $20,823 of previously capitalized deferred financing costs will be expensed during the quarter ended March 31, 2011. In addition, $2,394 of the call premium on term loan B and termination costs on interest rate swap contracts of $1,525 will also be expensed during the quarter ended March 31, 2011. Financing costs capitalized in connection with the Refinancing of $24,320, consisting of bank fees of $11,714 and the remaining portion of the call premium on term loan B of $12,606, will be amortized over the remaining term using the effective interest rate method.

        The indenture and the senior secured credit facilities contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on us include limitations on our ability to:

•

incur or guarantee additional indebtedness;

•

make certain investments;

•

pay dividends or make distributions on our capital stock;

•

sell assets, including capital stock of restricted subsidiaries;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

consolidate, merge, sell or otherwise dispose of all or substantially all our assets;

•

enter into transactions with our affiliates;

•

incur liens; and

•

designate any of our subsidiaries as unrestricted subsidiaries.

        For a description of the covenants and material terms under the indenture governing the notes and our senior secured credit facilities, see "Description of Exchange Notes" and "Description of Certain Indebtedness—Senior Secured Credit Facilities."

        Our ability to make payments on and to refinance our indebtedness, including the exchange notes, will depend on our ability to generate cash in the future. We believe that our cash on hand, together with cash from operations and, if required, borrowings under the revolving portion of our senior secured credit facilities, will be sufficient for our cash requirements for the next twelve months.

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        The following table sets forth, for the periods indicated, cash balances and working capital:

	Successor		Predecessor
	As of December 31, 2010		As of September 30, 2010
Cash and cash equivalents	$	146,713	$	346,483
Working capital (including cash and cash equivalents)	$	775,464	$	849,338

        The following table sets forth, for the period indicated, net cash flows (used in) provided by operating, investing and financing activities and other operating measures:

	Successor			Predecessor
	For the three months ended December 31, 2010			For the three months ended December 31, 2009
Cash flow (used in) provided by operating activities	$	(42,934	)	$	60,015
Cash flow used in investing activities	$	(3,994,773	)	$	(8,320	)
Cash flow provided by financing activities	$	3,838,206		$	1,115
Inventory turnover		2.3			2.5
Days sales (Wholesale) outstanding in accounts receivable		34			37

        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, financing and investing requirements. Cash and cash equivalents held by our foreign subsidiaries are subject to U.S. income taxes upon repatriation to the United States. We generally repatriate all earnings from our foreign subsidiaries where permitted under local law. However, during Fiscal 2010, we permanently reinvested a portion of our foreign earnings outside of the United States.

        The decrease in working capital of $73,874 at December 31, 2010 as compared to September 30, 2010 was primarily due to decreased cash balances partially offset by decreases in payables and the current portion of debt.

        Cash used in operating activities during the three-month period ended December 31, 2010 was mainly attributable to the net loss.

        During the three-month period ended December 31, 2010, cash flows used in investing activities consisted primarily of cash paid for acquisitions and the purchases of property, plant and equipment.

        For the three-month period ended December 31, 2010, cash flows provided by financing activities related to proceeds from borrowings and capital contributions, offset by payments for financing fees and principal payments under capital lease obligations.

Consolidated EBITDA

        EBITDA consists of earnings before interest expense, taxes, depreciation and amortization. Consolidated EBITDA, as defined in our senior secured credit facilities, as amended, eliminates the impact of a number of items we do not consider indicative of our ongoing operating performance. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. Consolidated EBITDA is a component of a covenant under our senior secured secured credit facilities. We present EBITDA and Consolidated EBITDA because we consider these items to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of

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companies in our industries with similar capital structures. We believe issuers of debt securities also present EBITDA and Consolidated EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that these items are appropriate supplemental measures of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges.

        EBITDA and Consolidated EBITDA have limitations as analytical tools, and you should not consider these items in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•

EBITDA and Consolidated EBITDA:

•

exclude certain tax payments that may represent a reduction in cash available to us;

•

do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

do not reflect changes in, or cash requirements for, our working capital needs; and

•

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Consolidated EBITDA do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate EBITDA and Consolidated EBITDA differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, EBITDA and Consolidated EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Consolidated EBITDA only supplementally.

        In addition, in calculating Consolidated EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate.

        In addition, in evaluating Consolidated EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of Consolidated EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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        The following table reconciles net loss to EBITDA and Consolidated EBITDA for the three months ended December 31, 2010:

	Three months ended December 31, 2010			Fiscal year ended September 30, 2010
Net loss	$	(63,436	)	$	213,670
Interest expense		46,599			30,195
Income tax benefit		(20,325	)		114,045
Depreciation and amortization		25,149			66,804
EBITDA		(12,013	)		424,714
Merger related costs(a)		38,874			45,903
Inventory fair value adjustment(b)		122,104			—
Severance costs(c)		599			2,897
Stock-based compensation(d)		154			6,967
Management fee(e)		750			—
Public company costs(f)		—			1,068
Asset impairment(g)		—			9,057
Other non-recurring items(h)		653			8,150
Consolidated EBITDA	$	151,121		$	498,756

(a)

For the three months ended December 31, 2010, reflects the exclusion of costs incurred in connection with the Transactions, including $15,660 of financing costs associated with an unused bridge loan, $14,324 representing the portion of the one-time sponsor transaction fee, $6,929 for an employment agreement termination payment due to a former executive officer and $1,961 relating other Merger related costs. For the year ended September 30, 2010, reflects costs incurred in connection with the Transactions, including legal and professional advisory services of $26,257, incremental stock based compensation expense as a result of the mandatory acceleration of vesting of all unvested stock options and restricted stock units of $16,142 and other associated costs of $3,504.

(b)

Reflects the exclusion of the sell-through of the increased fair value of opening inventory at acquisition required under purchase accounting.

(c)

Reflects the exclusion of severance costs incurred at various subsidiaries of the Company.

(d)

Reflects the exclusion of non-cash expenses related to stock options.

(e)

Reflects the exclusion of the Carlyle management fee.

(f)

Reflects the exclusion of costs expected to be reduced or eliminated as a result of becoming a private company. These costs include a lower premium on the Company's directors' and officers' insurance and lower shareholder relations expenses.

(g)

Reflects the exclusion of non-cash asset impairments, including $5,524 for the write-down of idle equipment in Augusta, Georgia and $3,533 for the write-down of the Company's contract manufacturing agreement with Bayer.

(h)

For the three months ended December 31, 2010, reflects the exclusion of non-recurring items including (i) $382 of one-time legal costs in connection with litigation matters, (ii) $208 of executive sign-on bonus (iii) $63 of losses on property and equipment disposals. For the year ended September 30, 2010, reflects the exclusion of non-recurring items including (i) $4,711 of one-time legal costs in connection with litigation matters, (ii) $2,554 of integration costs related to the Julian Graves and Ultimate acquisitions, (iii) $1,292 of losses on property and equipment disposals, (iv) $724 of proceeds received under an insurance policy and (v) $317 of one-time costs associated with the opening of a new U.K. facility.

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Off-Balance Sheet Arrangements

        We have no off-balance sheet arrangements. For additional information relating to certain contractual cash obligations see below.

Contractual Obligations

        A summary of contractual obligations as of December 31, 2010 after giving effect to the Refinancing is as follows:

		Payments Due By Period
		Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt, excluding interest		$	2,400,226	$	17,726	$	35,000	$	35,000	$	2,312,500
Interest			991,437		147,232		281,473		270,909		291,823
Operating leases			675,454		114,008		187,395		133,879		240,172
Purchase commitments			192,773		192,773		—		—		—
Capital commitments			10,890		10,890		—		—		—
	Total contractual cash obligations	$	4,270,780	$	482,629	$	503,868	$	439,788	$	2,844,495

        Future interest expense included in the above table on our variable rate debt is calculated based on the current rate in effect after the Refinancing. Variable interest on our senior secured credit facilities, included in the above table, is calculated assuming the current interest rate following the Refinancing of 4.25% (which assumes a 3.25% spread over the LIBOR floor of 1%) remains in effect for all future periods). To the extent future LIBOR rates are greater than 1%, actual future interest expense will be greater than noted in the above table.

        We conduct retail operations under operating leases, which generally have lease terms between 5-15 years, with the longest lease term expiring in 2039. Some of the leases contain escalation clauses, as well as renewal options, and provide for contingent rent based upon sales plus certain tax and maintenance costs. At December 31, 2010, we had $675,454 in future minimum rental payments (excluding real estate tax and maintenance costs) for retail locations and other leases that have initial or noncancelable lease terms in excess of one year.

        We were committed to make future purchases for inventory related items, such as raw materials and finished goods, under various purchase arrangements, some of which extend beyond one year, with fixed price provisions aggregating $192,773 at December 31, 2010. Generally, most of our purchase commitments are cancelable at our discretion until the order has been shipped, but require repayment of all expenses incurred through the date of cancellation.

        We had $10,890 in open capital commitments at December 31, 2010, primarily related to new stores, building improvements and manufacturing equipment.

        At December 31, 2010, we had a liability of $9,420 for unrecognized tax benefits, the recognition of which would have an effect of $6,798 on income tax expense and the effective income tax rate. We do not believe that the amount will change significantly in the next 12 months. At this time, we are unable to take a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes.

Seasonality

        Although we believe that our business is not seasonal in nature, historically, we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter. The factors that influence this variability of quarterly results include general economic and industry conditions affecting consumer spending, changing consumer demands and

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current news on nutritional supplements, the timing of our introduction of new products, promotional program incentives offered to customers, the timing of catalog promotions, the level of consumer acceptance of new products and actions of competitors. Accordingly, a comparison of our results of operations from consecutive periods is not necessarily meaningful, and our results of operations for any period are not necessarily indicative of future performance. Additionally, we may experience higher net sales in a quarter depending upon when we have engaged in significant promotional activities.

Foreign Currency

        Approximately 29%, 29% and 33% of our net sales for Fiscal 2010, 2009 and 2008, respectively, were denominated in currencies other than U.S. dollars, principally British pounds sterling and, to a lesser extent, euros, Canadian dollars and Chinese yuan. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on us, as this would result in a decrease in our consolidated operating results.

        Foreign subsidiaries accounted for the following percentages of assets and total liabilities as of September 30, 2010 and 2009:

	2010			2009
Assets		26	%		26	%
Total liabilities		16	%		13	%

        In preparing the consolidated financial statements, the financial statements of the foreign subsidiaries are translated from the functional currency, generally the local currency, into U.S. dollars. This process results in exchange rate gains and losses, which are included as a separate component of stockholders' equity under the caption "Accumulated other comprehensive income."

        During Fiscal 2010, 2009 and 2008, translation losses of ($4,603), ($16,129) and ($28,335), respectively, were included in determining other comprehensive income. Accordingly, cumulative translation (losses) gains of approximately ($1,730) and $2,856 were included as part of accumulated other comprehensive income within the consolidated balance sheet at September 30, 2010 and 2009, respectively.

        The magnitude of these gains or losses depends on movements in the exchange rates of the foreign currencies against the U.S. dollar. These currencies include the British pound sterling, the euro, the Canadian dollar and the Chinese yuan. Any future translation gains or losses could be significantly different than those noted in each of these years.

Inflation

        Inflation affects the cost of raw materials, goods and services we use. High energy costs and fluctuations in commodity prices can affect the cost of all raw materials and components. The competitive environment limits our ability to recover higher costs resulting from inflation by raising prices. However, we anticipate passing these costs to our customers, to the extent possible. We seek to mitigate the adverse effects of inflation primarily through improved productivity and strategic buying initiatives.

Critical Accounting Policies and Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base

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our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As with any set of assumptions and estimates, there is a range of reasonably likely amounts that may be reported.

        The following critical accounting policies have been identified as those that affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

        We recognize product revenue when title and risk of loss have transferred to the customer, there is persuasive evidence of an arrangement to deliver a product, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. The delivery terms for most sales within the Wholesale and Direct Response segments are F.O.B. destination. Generally, title and risk of loss transfer to the customer at the time the product is received by the customer. With respect to our retail store operations, we recognize revenue upon sale of products to customers. Net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, and other promotional program incentive allowances.

Allowance for Sales Returns

        Estimates for sales returns are based on a variety of factors, including actual return experience of specific products or similar products. We are able to make reasonable and reliable estimates of product returns based on our 38-year history in this business. We also review our estimates for product returns based on expected return data communicated to us by customers. Additionally, we monitor the levels of inventory at our largest customers to avoid excessive customer stocking of merchandise. Allowances for returns of new products are estimated by reviewing data of any prior relevant new product introduction return information. We also monitor the buying patterns of the end-users of our products based on sales data received by our retail outlets in North America and Europe. Historically, the difference in the amount of actual returns compared to our estimate has not been significant.

Promotional Program Incentive Allowance

        We estimate our allowance for promotional program incentives based on specific outstanding marketing programs and historical experience. The allowance for sales incentives offered to customers is based on various contractual terms or other arrangements agreed to in advance with certain customers. Generally, customers earn such incentives as they achieve sales volumes. We accrue these incentives as a reduction to sales either at the time of sale or over the period of time in which they are earned, depending on the nature of the program. Incentives for co-operative advertising, meeting specific criteria, are charged to advertising expense. Historically, we have not experienced material adjustments to the estimate of our promotional program incentive allowance and we do not expect that there will be a material change in the future estimates and assumptions we use.

Allowance for Doubtful Accounts

        We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customers' current creditworthiness, as determined by our review of current credit information. We estimate bad debt expense based upon historical experience as well as customer collection issues to adjust the carrying amount of the related receivable to its estimated realizable value. While such bad debt expense has historically been within expectations and allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we

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had in the past. If the financial condition of one or more of our customers were to deteriorate, additional bad debt expense may be required.

Inventories

        Inventories are stated at the lower of cost (first-in first-out method) or market. The cost elements of inventories include materials, labor and overhead. We use standard costs for labor and overhead and periodically adjust those standards. In evaluating whether inventories are stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including levels of competition. Based on this evaluation, we record an adjustment to cost of goods sold to reduce inventories to net realizable value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions, customer demand or competition differ from expectations.

Long-Lived Assets

        We evaluate the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We consider the following to be some examples of important indicators that may trigger an impairment review: (i) a history of cash flow losses at retail stores; (ii) significant changes in the manner or use of the acquired assets in our overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in our stock price for a sustained period of time; and (vi) regulatory changes.

        Goodwill is tested for impairment annually, or more frequently if impairment indicators are present. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. These evaluations require the use of judgment as to the effects of external factors and market conditions on our operations, and they require the use of estimates in projecting future operating results. If actual external conditions or future operating results differ from our judgments, impairment charges may be necessary to reduce the carrying value of the subject assets. The estimated fair value of an asset could vary, depending upon the different valuation methods employed, as well as assumptions made. This may result in an impairment of goodwill. An impairment charge would reduce operating income in the period it was determined that the charge was needed. We test goodwill annually as of September 30, the last day of our fourth fiscal quarter, unless an event occurs that would cause us to believe the value is impaired at an interim date. No impairment adjustments were deemed necessary as a result of the September 30, 2010, 2009 and 2008 goodwill impairment testing. We have historically used a combination of the income and market approaches to estimate the fair value of our reporting units. A market approach was used for the impairment test as of September 30, 2010 based on the market price generated as a result of the Acquisition on October 1, 2010. A 10% change in the estimate of fair value would not impact our assessment.

Stock-Based Compensation

        We record the fair value of stock-based compensation awards as an expense over the vesting period on a straight-line basis. To determine the fair value of stock options on the date of grant, we apply the Black-Scholes-Merton option-pricing model, including an estimate of forfeitures. Inherent in this model are assumptions related to expected stock-price volatility, risk-free interest rate, expected life and dividend yield. Expected stock-price volatility is based on the historical daily price changes of the underlying stock which are obtained from public data sources. The risk-free interest rate is based on

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U.S. Treasury issues with a term equal to the expected life of the option. We use historical data to estimate expected dividend yield, expected life and forfeiture rates.

Income Taxes

        We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as tax credit carrybacks and carryforwards. We periodically review the recoverability of deferred tax assets recorded on the balance sheet and provide valuation allowances as we deem necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. We make judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. In our opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Accruals for Litigation and Other Contingencies

        We are subject to legal proceedings, lawsuits and other claims related to various matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. We determine the amount of reserves needed, if any, for each individual issue based on our knowledge and experience and discussions with legal counsel. These reserves may change in the future due to new developments in each matter (including the enactment of new laws), the ultimate resolution of each matter or changes in approach, such as a change in settlement strategy. In some instances, we may be unable to make a reasonable estimate of the liabilities that may result from the final resolution of certain contingencies disclosed and accordingly, no reserve is recorded until such time that a reasonable estimate may be made.

Quantitative and Qualitative Disclosures About Market Risk

        We are subject to currency fluctuations, primarily with respect to the British pound, the euro, the Canadian dollar and the Chinese yuan, and interest rate risks that arise from normal business operations. We regularly assess these risks.

        We have subsidiaries whose operations are denominated in foreign currencies (primarily the British pound, the euro, the Canadian dollar and the Chinese yuan). We consolidate the earnings of our international subsidiaries by translating them into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar weakens against foreign currencies, the remeasurement of these foreign currency denominated transactions results in increased net sales, operating expenses and net income. Similarly, our net sales, operating expenses and net income will decrease when the U.S. dollar strengthens against foreign currencies.

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, on December 16, 2010, we entered into three cross currency swap contracts to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is 194,200 British pounds (approximately $301,000 U.S. dollars), with a forward rate of 1.56, and a termination date of September 30, 2017.

        Net sales denominated in foreign currencies were approximately $223,024, or 30.1% of total net sales, for the three months ended December 31, 2010. A majority of our foreign currency exposure is denominated in British pounds and Canadian dollars. For the three months ended December 31, 2010, as compared to the prior comparable period, the change in currency rates between the British pound

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and Canadian dollar as compared to the U.S. dollar was 3% and 4%, respectively, resulting in a net decrease of $4,978 and $976 in net sales and operating income, respectively.

        We are exposed to changes in interest rates on our senior secured credit facilities. During December 2010, we entered into three interest rate swap contracts that were subsequently terminated in connection with the Refinancing, resulting in a termination payment of $1,525. During March 2011, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior secured credit facilities until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333 (for a total of one billion dollars) with a fixed interest rate of 1.92% for a four-year term. The notional amount of each swap decreases to $266,666 in December 2012, decreases to $166,666 in December 2013 and has a maturity date of December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities are swapped for fixed interest payments.

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. Assuming our senior secured credit facilities are fully drawn, each one eighth percentage point increase or decrease in the applicable interest rates would correspondingly change our interest by approximately $1,200 per year.

Management's Report on Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive and principal financial officers, management assessed, as of September 30, 2010, the effectiveness of our internal control over financial reporting. This assessment was based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment using those criteria, management concluded that our internal control over financial reporting, as of September 30, 2010, was effective.

        The effectiveness of our internal control over financial reporting as of September 30, 2010, has been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

        Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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BUSINESS

Our Company

        We are the leading vertically integrated manufacturer, marketer, distributor and retailer of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. Our products are marketed through four operating segments: Wholesale/U.S. Nutrition, European Retail, Direct Response and North American Retail. We currently sell over 25,000 individual SKUs under a portfolio of well-known brands with leading category positions across their respective categories, channels and geographies. With our broad range of products, we are able to offer our wholesale customers a "one-stop" source for a wide assortment of both branded and private label products across the value spectrum. Additionally, we have a significant presence in virtually every major VMHS product category and in multiple key distribution channels. We utilize our direct-to-consumer channels to identify new consumer trends and leverage our flexible manufacturing capabilities and strong supplier relationships to bring new products to market quickly. Through our world-class manufacturing operations and significant economies of scale, we believe we are a low-cost manufacturer that offers attractively priced products to retailers and consumers. In addition, we enjoy long-standing relationships with several domestic retailers, including Wal-Mart, Costco, CVS, Sam's Club, Walgreens, Kroger and Target. We believe our diversified product, channel and geographic revenue mix, strong key customer relationships and steady demand for VMHS products provide for a diversified, stable and profitable business with strong cash flows.

        NBTY, Inc. was incorporated in New York in 1971 under the name Nature's Bounty, Inc. We changed our state of incorporation to Delaware in 1979 by merger. In 1995, we changed our name to NBTY, Inc. Holdings and Merger Sub were each organized as Delaware corporations and formed exclusively for the purpose of effecting the Acquisition. NBTY's principal executive offices are located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779, our telephone number is (631) 567-9500, and our website is www.nbty.com. Information on, or accessible through, NBTY's website is not part of this prospectus, nor is such content incorporated by reference herein.

Carlyle Transaction

        On October 1, 2010, NBTY consummated a merger with an affiliate of Carlyle, under which the Carlyle affiliate acquired 100% of NBTY's equity. As a result of the Merger, our common stock is no longer listed for trading on the NYSE. Carlyle financed the Merger, in part, by equity financing provided or secured by an investment fund affiliated with Carlyle, by the sale of the outstanding notes, and by senior secured term loans issued under our senior secured credit facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

Operating Segments

        We market our products through a global multi-channel distribution platform, supported by our world-class manufacturing operations and supply chain.

        Wholesale/U.S. Nutrition.    We are the leading wholesale manufacturer of branded and private label VMHS products in the United States. We sell our products in virtually all major mass merchandisers, club stores, drug store chains and supermarkets. We also sell our products to independent pharmacies, health food stores, the military and other retailers. Our key brands include Nature's Bounty®, Osteo Bi-Flex®, Pure Protein®, Sundown®, MET-Rx®, Ester-C®, Flex-A-Min® and Rexall®. We sell directly to health and natural food stores under the Solgar®, SISU® and Good 'N Natural® brands, to health food wholesalers under our American Health® brand and to healthcare practitioners through our Physiologics® brand. We also have licensing relationships with Disney Consumer Products, Inc. and Marvel Characters, B.V. to manufacture VMHS products for children using their character images and licensed art work. In addition to our strong brand positions, we are a leading private label

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manufacturer in the industry and supply the majority of private label VMHS products to several of the largest U.S. retailers. Our acquisition of the nutritional supplement business of Leiner in July 2008 enhanced our market position as a leading private label supplier and provided greater access to key customer accounts. Fiscal 2010 branded sales accounted for approximately 60% and private label sales accounted for approximately 40% of our wholesale sales.

        European Retail.    We have significant retail operations throughout Europe. We are the leading VMHS specialty retailer in the United Kingdom, where, as of December 31, 2010, we generated revenue through the retail operations of 630 Holland & Barrett stores (including seven franchised stores in Singapore, one franchised store in each of South Africa and Malta and two franchised stores in Cyprus), 262 Julian Graves stores and 47 GNC (UK) stores. As of December 31, 2010, we also generated revenue through 37 Nature's Way stores in Ireland and 95 De Tuinen stores in the Netherlands, including 12 franchised locations. Holland & Barrett, the leading player in the U.K. VMHS specialty retail business, sells VMHS products and food products such as fruits and nuts, through a broad range of approximately 3,900 SKUs. Our GNC (UK) stores specialize in vitamins, minerals and sports nutrition products, marketing approximately 1,900 SKUs targeted at the more health-conscious sports enthusiasts and price-sensitive customers, and are a strong complement to the Holland & Barrett stores. We believe the breadth of our product offering, the superior customer service provided in our stores and the deep category and product knowledge of our well trained sales associates are key differentiators relative to our competitors. In 2008, we acquired Julian Graves, a leading U.K. retailer of nuts, fruits and confectionery goods, adding 351 stores to our U.K. footprint. In January 2010, we began converting Julian Graves stores to the more productive Holland & Barrett, Nature's Way and GNC (UK) banners. As of December 31, 2010, we converted 75 Julian Graves stores.

        Direct Response.    Through our internet and mail-order catalogs, we are a leader in the U.S. direct response VMHS industry, offering a full line of VMHS products and selected personal care items under our Puritan's Pride® brand and other brand names, at prices that are generally at a discount to similar products sold in retail stores. We also offer products focusing on other brands through websites associated with our retail operations, such as www.vitaminworld.com, www.hollandandbarrett.com, www.detuinen.nl, www.juliangraves.com and www.gnc.co.uk. Our Puritan's Pride website has generated an average of one million visits per month since January 2010. As of December 31, 2010, Direct Response/Puritan's Pride operated across four active websites in three languages. Puritan's Pride is strategically advantaged relative to its competitors, offering high-quality products at low direct-from-manufacturer prices, as well as multi-buy promotions, creating a seamless shopping experience for customers. Our highly-automated, state-of-the-art equipment enables us to process orders quickly, economically and efficiently, with orders typically filled within 24 hours of receipt. Fiscal 2010 Puritan's Pride internet sales comprised approximately 51% of our total Puritan's Pride sales.

        North American Retail.    As of December 31, 2010, we operated 457 Vitamin World retail stores throughout the United States, primarily in regional and outlet malls, and 81 LeNaturiste retail stores throughout Canada. Each store carries a full line of store brand products, as well as products manufactured by third parties. Vitamin World stores serve as an effective channel to identify early consumer and market trends, as well as to test new product introductions and ascertain product acceptance. We are able to provide insight into the marketplace to our domestic wholesale customers and can leverage our vertically integrated model to bring new products to the market quickly. We believe the direct-to-consumer channels also serve a key role in educating consumers on the VMHS category, including new products and the latest clinical studies and research.

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Operating Segment and Geographic Financial Information

        For a presentation of financial information for each of our operating segments, including financial information relating to the geographic areas in which we conduct our business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations," and Note 23 to the Fiscal 2010 Consolidated Financial Statements in this prospectus.

Our Industry

        The VMHS industry is comprised of several distinct product sub-categories:

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Vitamins.  Single and multi-vitamin supplements. Products in the vitamin category include: vitamin C, vitamin E, B vitamins, vitamin A/beta carotene, niacin, folic acid, and multi-vitamin formulae.

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Minerals.  Single and multi-mineral supplements. Products in the mineral category include: calcium, magnesium, chromium, zinc, selenium, potassium, iron, manganese, multi-mineral formulae and other single minerals.

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Herbs & Botanicals.  Single herb or multi-herb supplements made primarily from plants or plant components. Products in this category include: echinacea, garlic, ginseng, and ginkgo biloba.

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Specialty Supplements.  This sub-category includes supplements falling outside other sub-categories, such as glucosamine, melatonin, probiotics, docasahexanenoic acid (DHA), fish oils and shark cartilage, Coenzyme Q10 (Co-Q10), amino acids and homeopathic remedies.

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Sports Nutrition.  Sports Nutrition products include tablets, powders, nutrition bars and drinks formulated to enhance physical activity, and include creatine, amino acids and protein formulae, among others.

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Meal Replacements.  This sub-category includes powders, nutrition bars and liquid nutritional formulae created to substitute for, or occasionally to supplement, a meal.

Our Strategy

        We continuously evaluate strategies to drive revenues and cash flows at each of our operating segments by building on our leading market positions and strong customer relationships.

Increase Sales from Existing and New Customers

        We expect to continue to drive organic growth through incremental shelf space with existing customers, new customer additions and the continued strong momentum of our branded products. Our ability to supply both branded and private label products across all price points allows retailers to source a majority of their VMHS products from one supplier, while our private label leadership provides us a foothold to drive increased sales of our branded products.

New Product Introductions

        We consistently have been among the first in the industry to introduce innovative products in response to new research and clinical studies, media attention and consumer preferences. Given our presence in multiple distribution channels, we are well-positioned to identify trends and demand for new products, and we have the manufacturing scale, expertise and supplier relationships to respond rapidly and bring new products to market. During Fiscal 2010, we introduced over 150 new products.

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Further Penetrate International Markets

        Our products are currently marketed and sold in approximately 80 countries. However, only $338 million of our sales in Fiscal 2010 were generated outside the United States and the U.K. We plan to capitalize on our world-class manufacturing and distribution capabilities to drive incremental international sales, particularly in emerging markets such as Asia, Eastern Europe and South America, which are characterized by a rising middle-class, high rates of nutritional deficiencies and a strong demand for high-quality VMHS products from U.S. based manufacturers.

Drive Growth and Profitability in Retail Operations

        We continue to focus on positioning our retail operations for growth and profitability through various strategic and tactical initiatives. During Fiscal 2008, we began to execute on a comprehensive repositioning plan for our Vitamin World stores, including a new pricing strategy to reduce promotional activity and increase focus on value, optimization of our store base, improved packaging, a new store format, the expansion of our customer loyalty programs, and increased focus on employee training. Vitamin World store performance since 2009 has demonstrated the favorable impact of these initiatives.

        We also have implemented successfully several initiatives in our European Retail operations. We are focused on maximizing multi-channel business and driving increased customer traffic by modifying our promotional pricing strategy, increasing our focus on associate training, and developing loyalty and customer relationship management programs.

Focus on Free Cash Flow Generation

        We intend to focus on deleveraging through maximizing free cash flow available for debt reduction. We expect our strong and stable cash flows to be driven by continued strong top-line growth and targeted initiatives for ongoing improvement in our manufacturing and supply chain operations, as well as low maintenance capital expenditures and modest improvements in working capital efficiency.

Enhance Manufacturing Efficiencies

        We expect to continue to focus on reducing costs and improving efficiency in our manufacturing operations and driving supply chain strategies to maintain our leadership in low-cost manufacturing. In May 2010, we purchased a softgel plant in China which added 1.2 billion softgels to our annual production capacity, to address international growth opportunities and strengthen our low-cost manufacturing position. Through changes made to this facility, we increased its capacity by 60%.

Disciplined Acquisition Strategy

        Since 1986, we have acquired and successfully integrated approximately 30 companies, expanding our brands, geographic presence, distribution channels and product offerings. In the fragmented, global VMHS industry, there remains a robust pool of acquisition opportunities across channels and geographies. Although our primary focus is to delever, at the appropriate time, we expect to capitalize on our strong track record of integrating acquisitions and realizing synergies to address complementary business opportunities.

Employees

        As of December 31, 2010, we employed approximately 14,400 persons. In addition, we sell products through commissioned sales representative organizations. Retail Wholesale Canada, CAW Division, Local 468, represents approximately 250 of our associates in Canada under an agreement that expires in October 2012. We believe we have strong employee and labor relations domestically and

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internationally and historically have not experienced work stoppages that adversely affected our operations.

Advertising

        For Fiscal 2010, 2009 and 2008, we spent approximately $138 million, $110 million and $140 million, respectively, on advertising, promotions and catalogs, including print, media and cooperative advertising. Our in-house advertising staff creates our advertising materials, which include print, radio, television and internet advertising. In the U.K. and Ireland, Holland & Barrett advertises on television. Holland & Barrett, Julian Graves, GNC (UK) and Nature's Way advertise in national newspapers and conduct sales promotions. De Tuinen advertises on television and in newspapers and conducts sales promotions in the Netherlands. In addition, Holland & Barrett, GNC (UK), Julian Graves and De Tuinen each publishes its own magazine with articles and promotional materials. Solgar, GNC (UK) and SISU advertise in trade journals and magazines, operate Web sites and conduct sales promotions.

Manufacturing, Distribution and Quality Control

        At December 31, 2010, we employed approximately 5,000 manufacturing, shipping and packaging associates. We manufacture domestically in Arizona, California, Florida, New Jersey, New York and North Carolina. In addition, at December 31, 2010, we manufactured internationally in Winnipeg, Manitoba, Canada, in Burton, U.K., and in Zhongshan, China. We have technologically advanced, state-of-the-art manufacturing and production facilities, with total production capacity of approximately 71 billion tablets, capsules and softgels per year. During Fiscal 2010, we increased warehousing and distribution capacity in the United States by purchasing a new facility in Pompano Beach, Florida. See "—Properties."

        All our domestic manufacturing operations are subject to GMPs, promulgated by the FDA, and other applicable regulatory standards. We believe our U.S. manufacturing processes comply with the GMPs for dietary supplements or foods, and our manufacturing and distribution facilities generally have sufficient capacity to meet our current business requirements and our currently anticipated sales. We place special emphasis on quality control. We assign lot numbers to all raw materials and, except in rare cases, initially hold them in quarantine while our Quality Department evaluates them for compliance with established specifications. Once released, we retain samples and process the material according to approved formulae by blending, mixing and technically processing as necessary. We manufacture products in final delivery form as a capsule, tablet, powder, softgel, nutrition bar or liquid. After a product is manufactured, our laboratory analysts test its weight, purity, potency, disintegration and dissolution, if applicable. Except in rare instances, we hold the product in quarantine until we complete the quality evaluation and determine that the product meets all applicable specifications before packaging. In those instances when we do not quarantine the product, we implement a conditional release process to ensure the product is not packaged or distributed before we complete testing. When the manufactured product meets all specifications, our automated packaging equipment packages the product with at least one tamper-evident safety seal and affixes a label, an indelible lot number and, in most cases, the expiration or "best by" date. We use sophisticated computer-generated documentation for picking and packing for order fulfillment.

        We are subject to similar regulations and standards in Canada, China and the U.K. with respect to our manufacturing activities in those countries. We maintain mandatory Health Canada GMP Natural Health Products Licenses.

        In the United States and Canada, we have received recognition from many prestigious private organizations, including U.S. Pharmacopeia GMP Certification (as part of their Dietary Supplement Verification Program). Additionally, we have been recognized in the U.K. with MHRA Importation License and Wholesale Dealers License, as well as the SAI Global Food Safety, Quality & Hygiene Certification.

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        Our manufacturing operations are designed to allow low-cost production of a wide variety of products of different quantities, physical sizes and packaging formats, while maintaining a high level of customer service and quality. Flexible production line changeover capabilities and reduced cycle times allow us to respond quickly to changes in manufacturing schedules and customer demands.

        We have inventory control systems at our facilities that track each manufacturing and packaging component as we receive it from our supply sources through manufacturing and shipment of each product to customers. To facilitate this tracking, most products we sell are bar coded. Our inventory control systems report shipping, sales and, in most cases, individual SKU level inventory information. We manage the retail sales process by monitoring customer sales and inventory levels by product category. We believe our distribution capabilities increase our flexibility in responding to our customers' delivery requirements. Our purchasing and merchandising staff regularly reviews and analyzes information from our U.S. point-of-sale computer system and makes merchandise allocation and markdown decisions based on this information. We use an automated reorder system in the United States to maintain in-stock positions on key items. These systems give us the information we need to determine the proper timing and quantity of reorders.

        Our financial reporting systems provide us with detailed financial reporting to support our operating decisions and cost control efforts. These systems provide functions such as payment scheduling, application of payment receipts, general ledger interface, vendor tracking and flexible reporting options.

Research and Development

        We did not expend material amounts for research and development of new products during the last three fiscal years.

Competition; Customers

        The market for nutritional supplement products is highly competitive. Our direct competition consists of publicly and privately owned companies, which tend to be highly fragmented in terms of both geographic market coverage and product categories. Competition is based primarily on quality and assortment of products, customer service (including timely deliveries), marketing support, availability of new products and price. Given our significant scale and broad scope relative to our competition, strong innovation capabilities, high-quality manufacturing and vertical integration, we believe that we are well-positioned to capitalize on the industry's favorable long-term secular trends and gain share.

        There are numerous companies in the vitamin and nutritional supplement industry with which we compete that sell products to retailers, including mass merchandisers, drug store chains, club stores, independent drug stores, supermarkets and health food stores.

        During Fiscal 2010, Wal-Mart, individually, accounted for 27% of our Wholesale/U.S. Nutrition segment's net sales and 16% of our consolidated net sales. We sell products to Wal-Mart under individual purchase orders placed by Wal-Mart and Wal-Mart's standard terms and conditions of sale. These terms and conditions include insurance requirements; representations by us with respect to the quality of our products and our manufacturing process; our obligations to comply with law; and indemnifications by us if we breach our representations or obligations. Wal-Mart has not committed to purchase from us, and we have not committed to sell to Wal-Mart, any minimum amount of product. The loss of Wal-Mart, or any other major customer, would have a material adverse effect on us if we were unable to replace that customer. See "Risk Factors—Risks Relating to Our Business—One of our customers accounted for 16% and 15% of our consolidated net sales during Fiscal 2010 and the fiscal quarter ended December 31, 2010, respectively, and the loss of this customer, or any of our other major customers, could have a material adverse effect on our results of operations."

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Government Regulation

United States

        The processing, formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by federal agencies, including the FDA, FTC, CBP, USPS, CPSC, OSHA and the EPA. These activities also are subject to regulation by various agencies of the states, localities and foreign countries in which we sell our products. In particular, the FDA, under the Federal Food, Drug, and Cosmetic Act (the "FDCA"), regulates the registration, formulation, manufacturing, packaging, labeling, distribution and sale of foods, including dietary supplements, vitamins, minerals and herbs and cosmetics. The FTC regulates the advertising of these products, and the USPS regulates advertising claims with respect to such products sold by mail order. The National Advertising Division ("NAD") of the Council of Better Business Bureaus oversees an industry-sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims. The NAD may refer matters that the NAD views as violating FTC guides or rules to the FTC for further action.

        The FDCA has been amended several times with respect to dietary supplements, in particular by the Dietary Supplement Health and Education Act of 1994 ("DSHEA"). DSHEA establishes a framework governing the composition and labeling of dietary supplements. With respect to composition, DSHEA defines "dietary supplements" as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, constituents, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were marketed in the United States before October 15, 1994 may be used in dietary supplements without notifying the FDA. However, a "new" dietary ingredient (a dietary ingredient that was not marketed in the United States before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been "present in the food supply as an article used for food" without being "chemically altered." A new dietary ingredient notification must provide the FDA with evidence of a "history of use or other evidence of safety" establishing that use of the dietary ingredient "will reasonably be expected to be safe." A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. There can be no assurance that the FDA will accept the evidence of safety for any new dietary ingredients that we may want to market, and the FDA's refusal to accept such evidence could prevent the marketing of such dietary ingredients. The FDA is in the process of developing guidance for the industry to clarify the FDA's interpretation of the new dietary ingredient notification requirements, and this guidance may raise new and significant regulatory barriers for new dietary ingredients. In addition, increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as "illegal" under the FDCA because of the failure to submit a new dietary ingredient notification.

        The FDA generally prohibits the use in labeling for a dietary supplement of any "health claim," correlating use of the product with a decreased risk of disease, unless the claim is specifically pre-approved or authorized by the FDA. DSHEA permits "statements of nutritional support" to be included in labeling for dietary supplements without FDA pre-approval. Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect body structure, function or well-being (but may not state that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease). FDA deems internet materials as labeling in most cases, so our internet materials must comply with FDA requirements and could be the subject of regulatory action if the FDA, or the FTC reviewing the materials as advertising, considers the materials false or misleading. A company that uses a statement of nutritional support in labeling must possess evidence substantiating that the statement is truthful and not misleading. When such a claim is made on labels, we must disclose on the label that the FDA has not "evaluated" the statement, disclose that the product is not intended for use for a disease, and

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notify the FDA about our use of the statement within 30 days of marketing the product. However, there can be no assurance that the FDA will not determine that a particular statement of nutritional support that we want to use is an "unauthorized health or disease claim" or an unauthorized version of a "health claim." Such a determination might prevent us from using the claim.

        In addition, DSHEA provides that certain so-called "third-party literature," such as a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used "in connection with the sale of a dietary supplement to consumers" without the literature being subject to regulation as labeling. Such literature must not be, among other things, false or misleading; the literature may not promote a particular manufacturer or brand of dietary supplement; and the literature must present a balanced view of the available scientific information on the subject matter. There can be no assurance, however, that all third-party literature that we would like to disseminate in connection with our products will satisfy these requirements, and failure to satisfy all requirements could prevent use of the literature or subject the product involved to regulation as an unapproved drug.

        As authorized by DSHEA, the FDA adopted GMPs specifically for dietary supplements, which became effective in June 2008. These GMP regulations are more detailed than the GMPs that previously applied to dietary supplements and require, among other things, dietary supplements to be prepared, packaged and held in compliance with specific rules, and require quality control provisions similar to those in the GMP regulations for drugs. We believe our manufacturing and distribution practices comply with these new rules.

        We also must comply with the AER Act, which became effective in December 2007. The AER Act amended the FDCA to require that manufacturers, packers, and distributors of dietary supplements report serious adverse events (as defined in the AER Act) to the FDA within specific time periods. We believe we comply with the AER Act.

        The FDA has broad authority to enforce the provisions of the FDCA applicable to foods, dietary supplements and cosmetics, including powers to issue a public "warning letter" to a company, to publicize information about illegal products, to request a voluntary recall of illegal products from the market, and to request the Department of Justice to initiate a seizure action, an injunction action, or a criminal prosecution in the U.S. courts. The FTC exercises jurisdiction over the advertising of foods, dietary supplements and cosmetics. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made in advertising, or for the use of false or misleading advertising claims. These enforcement actions have often resulted in consent decrees and the payment of civil penalties, restitution, or both, by the companies involved. We currently are subject to FTC consent decrees resulting from past advertising claims for certain of our products. As a result, we are required to maintain compliance with these decrees and are subject to an injunction and substantial civil monetary penalties if we should fail to comply. We also are subject to consent judgments under Proposition 65. Further, the USPS has issued cease and desist orders against certain mail order advertising claims made by dietary supplement manufacturers, including us, and we are required to maintain compliance with the orders applicable to us, subject to civil monetary penalties for any noncompliance. Violations of these orders could result in substantial monetary penalties. These civil penalty actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

        In October 2009, the FTC issued new Guides Concerning the Use of Endorsements and Testimonials in Advertising ("Endorsement Guides"). These new Endorsement Guides significantly extend the scope of potential liability associated with the use of testimonials, endorsements, and new media methods, such as blogging, in advertising. As of December 1, 2009, the effective date of the Endorsement Guides, advertisers were required either to substantiate that the experiences conveyed by testimonials or endorsements represent typical consumer experiences with the advertised product or clearly and conspicuously disclose the typical consumer experience with the advertised product. In many

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instances, this will require advertisers to possess "competent and reliable scientific evidence" to substantiate the consumer or endorser representations. Under the new Endorsement Guides, advertisers also may be liable for statements made by consumers in the context of "new media," including blogs, depending on the relationship between the consumer and the advertiser. Although an advertiser's control over the consumer's comments will be relevant to a determination regarding liability for false or misleading statements, it will not necessarily be dispositive.

        In October 2010, the FTC announced proposed revisions to its Guides For The Use Of Environmental Marketing Claims ("Green Guides"). These Green Guides are intended to assist advertisers in avoiding the dissemination of false or deceptive environmental claims for their products. The latest proposed revisions to the Green Guides include new guidance regarding advertisers' use of product certifications and seals of approval, "renewable energy" claims, "renewable materials" claims, and "carbon offset" claims. Many of these provisions instruct advertisers to specify and qualify environmental claims even more extensively than previously required. The FTC simultaneously has reminded advertisers that environmental claims inconsistent with the Green Guides may trigger FTC challenge. In addition, although these Green Guides do not themselves have the force of law and are not independently enforceable, violations of them might give rise not only to FTC scrutiny but also to actions under state consumer fraud statutes.

        We also are subject to regulation under various state and local laws that include provisions governing, among other things, the registration, formulation, manufacturing, packaging, labeling, advertising and distribution of foods, dietary supplements and cosmetics.

        In addition, from time to time in the future, we may become subject to additional laws or regulations administered by the FDA or by other federal, state, local or foreign regulatory authorities, to the repeal of laws or regulations that we consider favorable, such as DSHEA, or to more stringent interpretations of current laws or regulations. We believe that the dietary supplement industry is likely to face a more aggressive enforcement environment in the future even in the absence of new regulation. We cannot predict the nature of future laws, regulations, repeals or interpretations, and we cannot predict what effect additional governmental regulation, when and if it occurs, would have on our business in the future. Such developments, however, could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel, or other new requirements. Any such development could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

European Union

        In the EU, the EU Commission is responsible for developing legislation to regulate foodstuffs and medicines. Although the government of each member state may implement legislation governing these products, national legislation must be compatible with, and cannot be more restrictive than, European requirements. Each member state is responsible for its enforcement of the provisions of European and national legislation.

        In July 2002, the EU published in its Official Journal the final text of a Supplements Directive, which became effective in the EU at that time and which sets out a process and timetable by which the member states must bring their domestic legislation in line with its provisions. The Supplements Directive seeks to harmonize the regulation of the composition, labeling and marketing of food supplements (at this stage only vitamins and minerals) throughout the EU. It does this by specifying what nutrients and nutrient sources may be used (and by interpretation the rest which may not), and the labeling and other information which must be provided on packaging. In addition, the Supplements

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Directive is intended to regulate the levels at which these nutrients may be present in a supplement. These maximum permitted levels are still to be announced.

        By harmonizing member state legislation, the Supplements Directive should provide opportunities for businesses to market one product or a range of products to a larger number of potential customers without having to reformulate or repackage it. This development may lead to some liberalizing of the more restrictive regimes in Europe, providing new business opportunities. Conversely, however, it may limit the range of nutrients and nutrient sources substantially, and eventually the potencies at which some nutrients may be marketed by us in the more liberal countries in Europe, such as the U.K., which may lead to some reformulation costs and loss of some specialty products.

        In April 2004, the EU published the Herbal Products Directive which requires traditional herbal medicines to be registered in each member state in which they are intended to be marketed. A registration requires a product be manufactured to pharmaceutical GMP standards; however, generally, there is no need to demonstrate efficacy, provided that the product is safe, is manufactured to high standards, and has a history of supply on the market for 30 years, 15 years of which must be in the EU. The Herbal Products Directive is intended to provide a safe harbor in EU law for a number of categories of herbal remedies, which may otherwise be found to fall outside EU law. However, it does not provide a mechanism for new product development, and would entail some compliance costs in registering the many herbal products already on the market. Full compliance is required by April 2011.

        In December 2006, the EU published the Nutrition and Health Claim Regulation to apply from July 1, 2007. This regulation controls nutrition and health claims by means of lists of authorized claims that can be made in advertising, labeling and presentation of all foods, including food supplements, together with the criteria a product must meet to use them. Claims already in use before January 1, 2006, and complying with existing national legislation, can continue to be made under transitional arrangements. The European Food Safety Authority is producing lists of acceptable claims for approval by the European Commission in 2012, except in respect of botanical products which will be considered separately.

        Additional European legislation is being developed to regulate sports nutrition products, including the composition of such products. In particular, such legislation could restrict the type of nutrients we may use in our products. Legislation introducing maximum permitted levels for nutrients in fortified foods is also under discussion together with legislation introducing a positive list for enzymes. These proposals, if implemented, could require us to reformulate our existing products. Also, proposals to amend medicine legislation will impact traditional herbal medicines and introduce new requirements, such as Braille labeling, which may lead to higher associated costs.

United Kingdom

        In the U.K., the two main pieces of legislation that affect the operations of Holland & Barrett, Julian Graves, and GNC (UK) are the Medicines Act 1968, which regulates the licensing and sale of medicines, and the Food Safety Act 1990, which provides for the safety of food products. A large volume of secondary legislation in the form of Statutory Instruments adds detail to the main provisions of these Acts, governing composition, packaging, labeling and advertising of products.

        In the U.K. regulatory system, a product intended to be taken orally will fall within either the category of food or the category of medicine. There is currently no special category of dietary supplement as provided for in the United States by DSHEA. Some products which are intended to be applied externally, for example creams and ointments, may be classified as medicines and others as cosmetics.

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        The Medicines and Healthcare Products Regulatory Agency ("MHRA"), an executive agency of the Department of Health, now has responsibility for the implementation and enforcement of the Medicines Act 1968, and is the licensing authority for medicinal products. The MHRA directly employs enforcement officers from a wide range of backgrounds, including the police, and with a wide range of skills, including information technology. However, the MHRA still relies heavily on competitor complaints to identify non-compliant products. The MHRA decides whether a product is a medicine or not and, if so, considers whether it can be licensed. It determines the status of a product by considering whether it is medicinal by "presentation" or by "function." Many, though not all, herbal remedies are considered "medicinal" by virtue of these two criteria.

        The FSA deals with legislation, policy and oversight of food products, with enforcement action in most situations being handled by local authority Trading Standards Officers. The large number of local authorities in the U.K. can lead to an inconsistent approach to enforcement. Unlike the MHRA, local authorities regularly purchase products and analyze them to identify issues of non-compliance. Most vitamin and mineral supplements, and some products with herbal ingredients, are considered to be food supplements and fall under general food law which requires them to be safe. Despite the differences in approaches in identifying non-compliant products, both the MHRA and local authorities can, and do, prosecute where issues of non-compliance are identified.

Ireland

        The legislative and regulatory situation in the Republic of Ireland is similar, but not identical, to that in the U.K. The Irish Medicines Board has a similar role to that of the U.K.'s MHRA and the Food Safety Authority of Ireland is analogous to the U.K.'s FSA. Ireland has brought its domestic legislation into line with the provisions of the Supplements Directive and the Herbal Products Directive. Thus, the market prospects for Ireland, in general, are similar to those outlined in the U.K.

Netherlands

        The regulatory environment in the Netherlands is similar to the U.K. in terms of availability of products. The Netherlands currently has the same liberal market, with no restrictions on potency of nutrients. Licensed herbal medicines are available. However, some herbal medicines are sold freely as in the U.K. without the need to be licensed, based on the claims made for them. The Netherlands also is more liberal regarding certain substances, for which unlicensed sales are allowed. The government department dealing with this sector is the Ministry for Health, Welfare and Sport.

        Responsibility for food safety falls to the Voedsel en Warenautoriteit (Inspectorate for Health Protection and Veterinary Public Health), which deals with all nutritional products. The Medicines Evaluation Board, which is the equivalent of the U.K.'s MHRA, is charged with responsibility for the safety of medicines which are regulated under the Supply of Medicines Act.

        The overall market prospects for the Netherlands, in general, are similar to those outlined for the U.K. above. Traditional herbal medicinal products that are currently on sale in the Netherlands fall within the scope of the Herbal Products Directive.

Canada

        The product safety, quality, manufacturing, packaging, labeling, storage, importation, advertising, distribution, sale and clinical trials of NHPs, prescription drugs, food and cosmetics are subject to regulation primarily under the federal Food and Drugs Act (Canada) (the "Canadian FDA") and associated regulations, including the Food and Drug Regulations and the Natural Health Products Regulations, and related Health Canada guidance documents and policies (collectively, the "Canadian Regulations"). In addition, NHPs and drugs are regulated under the federal Controlled Drugs and

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Substances Act if the product is considered a "controlled substance" or a "precursor," as defined in that statute or in related regulatory provisions.

        Health Canada is primarily responsible for administering the Canadian FDA and the Canadian Regulations.

        The Canadian FDA and Canadian Regulations also set out requirements for establishment licenses and market authorization for drugs. Subject to certain exceptions, establishment licenses are required by manufacturers, packagers/labelers, distributors, importers and wholesalers of drugs. With regard to market authorization, the exact requirements and time frame for obtaining market authorization vary depending on the drug product. Effective January 2004, each NHP must have a product license issued by Health Canada before it can be sold in Canada, subject to certain transition periods. NHPs which had a drug identification number ("DIN") under the prior regulations could continue to be sold without a license until December 31, 2009. Health Canada assigns a natural health product number ("NPN") to each NHP once Health Canada issues the license for that NHP. The Canadian Regulations require that all drugs and NHPs be manufactured, packaged, labeled, imported, distributed and stored under Canadian GMPs or the equivalent thereto, and that all premises used for manufacturing, packaging, labeling and importing drugs and NHPs have a site license, which requires GMP compliance. The Canadian Regulations also set out requirements for labeling, packaging, clinical trials and adverse reaction reporting.

        Health Canada approval for marketing authorizations and NHP licenses can take time. The approval time for NHPs and drugs can vary depending on the product and the application or submission. For NHPs, the Canadian Regulations indicate that certain product licenses should be processed within 60 days. However, the regulations also include provisions to extend this time frame if, for example, more information is required. There can be significant delays. Health Canada has publicly acknowledged that there has been a delay in processing NHP licenses, and until August 3, 2010 the Health Canada "Compliance Policy for Natural Health Products" provided that Health Canada would focus compliance actions against those NHPs that do not have a product license submission number and that Health Canada believes pose a health risk. The policy was not to be construed as authorization to sell any NHP that does not have a product license, and Health Canada could exercise its authority to stop the sale of unlicensed NHPs, or NHP sales that otherwise fail to comply with Canadian Regulations at any time. Effective August 3, 2010, regulations to the Canadian FDA came into force which provide that each application for an NPN that is in process, that has not been disallowed and is for a product that is neither a specified restricted product nor a product that contains an ingredient that is likely to result in injury to the health of a consumer, is to be issued an exemption number. Upon the completion of certain formalities, a product license is deemed to have been issued for a product with an exemption number and such license remains in effect until the associated application is processed. These regulations will automatically be repealed 30 months after they came into force. If Health Canada refuses to issue a product license, the NHP can no longer be sold in Canada until Health Canada issues such a license. We have adopted a compliance strategy to adhere to these new regulations and to Health Canada's policies.

        The Canadian FDA and Canadian Regulations, among other things, govern the manufacture, formulation, packaging, labeling, advertising and sale of NHPs and drugs, and regulate what may be represented on labels and in promotional materials regarding the claimed properties of products. The Canadian Regulations also require NHPs and drugs sold in Canada to affix a label showing specified information, such as the proper and common name of the medicinal and non-medicinal ingredients and their source, the name and address of the manufacturer/product license holder, its lot number, adequate directions for use, a quantitative list of its medical ingredients and its expiration date. In addition, the Canadian Regulations require labeling to bear evidence of the marketing authorization as evidenced by the designation DIN, drug identification number-homeopathic medicine ("DIN-HM") or NPN, followed by an eight-digit number assigned to the product and issued by Health Canada.

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        Health Canada can perform routine and unannounced inspections of companies in the industry to ensure compliance with the Canadian Regulations. The overall risk factors and market prospects for Canada, in general, are similar to those in the United States, as outlined above. Health Canada can suspend or revoke licenses for lack of compliance. In addition, if Health Canada perceives a product to present an unacceptable level of risk, it can also impose fines and jail terms.

        The advertising of drugs and NHPs in Canada also is regulated under the misleading advertising and deceptive marketing practices of the Competition Act (Canada), a federal statute. The labeling of products also may be regulated under the federal Consumer Packaging and Labelling Act (Canada) and also under certain provincial statutes. Both the Competition Act and the Consumer Packaging and Labelling Act (except in respect of food products) are administered by the federal Competition Bureau. See "Risk Factors—Risks Relating to Our Business—Complying with new and existing government regulation, both in the United States and abroad, could increase our costs significantly, reduce our growth prospects and adversely affect our financial results," for additional information.

China

        In the People's Republic of China ("China" or "PRC"), the packaging, labeling, importation, advertising, distribution and sale of our products are primarily subject to the Food Safety Law, the Imported and Exported Goods Inspection Law, the Product Quality Law, the Law on the Protection of Consumer Rights and Interests and the Advertising Law, as well as various administrative regulations, rules, orders and policies issued by the national and local government agencies regarding food regulation including the Regulations on Implementation of Food Safety Law, Regulatory Measures on Labeling of Imported & Exported Foods, General Standards for the Labeling of Prepackaged Foods For Special Dietary Uses, Guidelines for Labeling Inspection of Imported & Exported Foods, Regulations on Food Advertising, Health Food Regulations, Health Food Registration Regulations, Regulatory Measures on Health Food Advertising (collectively "PRC Food Regulations").

        Currently, the MOH, AQSIQ, SFDA, the State Administration for Industry and Commerce ("SAIC"), the Ministry of Agriculture and their local counterparts have the power and responsibility for the implementation and enforcement of the PRC Food Regulations. In particular, the MOH is responsible for enacting food safety standards, publishing food safety information and coordinating with other agencies to handle major food safety accidents. The AQSIQ (mostly through its local counterparts) is responsible for inspection and regulation of the imported food as well as quality inspection and control. The SAIC (mostly through its local counterparts) is responsible for regulating the advertising of food. The SFDA (together with its local counterparts) is responsible for examination and approval of the registration, labeling, advertising and supervision of health food (including imported health food).

        The PRC Food Regulations require that imported food conform to the national food safety standards and be subject to inspection by the AQSIQ and its local counterparts. After passing the inspection and obtaining a sanitation registration certificate issued by the AQSIQ or its local counterparts, food products can be imported into China and then distributed in the China market.

        The PRC Food Regulations also require packaging for food imported into China to have labels and instructions in Chinese showing specific information, such as the name, list of ingredients and quantitative labeling of ingredients, energy and nutrients, place of origin, name and address of the domestic importer or distributor, production date, date of minimum durability, storage instructions, instructions for use and target population group, but any claims as to prevention, alleviation, treatment or cure of a disease or use of a drug's name implying the treatment and functional effects must not appear in the labeling.

        China currently is implementing a stricter inspection system for health food. To the extent that some of our products may be deemed as health food, we may have to comply with the special

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regulations and rules applicable to health food. For example, in addition to AQSIQ's inspection and labeling requirement, the PRC Food Regulations could require us to apply for registration of health foods with the SFDA and obtain a Health Food Import Approval Certificate. Furthermore, advertisement about any health food will be reviewed and approved by the SFDA before placement or publication.

        The AQSIQ, the SAIC, the SFDA, the Ministry of Commerce ("MOC") and their local counterparts can perform routine and unannounced inspections of importers and distributors in the food industry to ensure compliance with the PRC Food Regulations. In recent years, these government agencies have jointly taken numerous inspection and enforcement actions to deal with illegal practices in the food market and promote sound development of food industry in China. The enforcement actions have often resulted in correction orders, monetary penalties, revocation of business licenses or approval certificates, or suspension of import decision imposed by such agencies for non-compliance.

        The regulatory environment in China is becoming more stringent. We believe that the food industry is likely to face a more aggressive enforcement environment in the future, which could result in additional product testing and approval requirements, additional record-keeping requirements, additional or different labeling standards, recalls or discontinuance of certain products, and other new standards and requirements, which could negatively affect our consolidated financial position, results of operation and cash flows.

Environmental Regulation

        Our facilities and operations, in common with those of similar industries making similar products, are subject to many federal, state, provincial and local requirements, rules and regulations relating to the protection of the environment and of human health and safety. We continually examine ways to reduce our emissions and minimize waste and limit our exposure to any liabilities, as well as decrease costs related to environmental compliance. Costs to comply with current and anticipated environmental requirements, rules and regulations are not anticipated to be material when compared with overall costs and capital expenditures. Accordingly, we do not anticipate that such costs will have a material effect on our financial position, results of operations, cash flows, or competitive position.

International Operations

        We market nutritional supplement products through subsidiaries, distributors, retailers and direct mail in approximately 80 countries throughout Europe, the Middle East, Africa, Central America, North America, South America, Asia, the Caribbean islands and the Pacific Rim countries.

        We conduct our international operations to conform to local variations, economic realities, market customs, consumer habits and regulatory environments. We modify our products (including labeling of such products) and our distribution and marketing programs in response to local and foreign legal requirements and customer preferences.

        Our international operations are subject to many of the same risks our domestic operations face. These include competition and the strength of the relevant economy. In addition, international operations are subject to certain risks inherent in conducting business abroad, including foreign regulatory restrictions, fluctuations in monetary exchange rates, import-export controls and the economic and political policies of foreign governments. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products. Compliance with such foreign governmental regulations is generally the responsibility of our distributors in those countries. These distributors are independent contractors whom we do not control. The importance of these risks increases as our international operations grow and expand. Foreign currency fluctuations, and, more particularly, changes in the value of the British pound, the euro, the

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Canadian dollar and the Chinese yuan as compared to the U.S. dollar, affect virtually all our international operations.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations," for additional information regarding the geographic areas in which we conduct our business and the effect of foreign currency exchange rates on our operations.

Trademarks and Patents

General

        We own trademarks registered with the U.S. Patent and Trademark Office (the "PTO") and many foreign jurisdictions for our Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, Flex-A-Min®, Sundown®, Rexall®, Worldwide Sport Nutrition®, Puritan's Pride®, Holland & Barrett®, Vitamin World® and Leiner® trademarks, among others, and with the appropriate U.K., EU, Benelux or Canadian authorities for our Holland & Barrett®, Le Naturiste®, SISU®, and Julian Graves® trademarks, among others. We have a license to use the GNC mark in the United Kingdom. Our policy is to pursue registrations for all trademarks associated with our key products. U.S. registered trademarks have a perpetual life, as do trademarks in most other jurisdictions, as long as they are renewed on a timely basis and used properly as trademarks, subject to the rights of third parties to seek cancellation of the trademarks if they claim priority or confusion of usage. We regard our trademarks and other proprietary rights as valuable assets and believe they have significant value in marketing our products. We hold U.S. and foreign patents on inventions embodied in certain products, including Ester-C® and Co-Q10 products.

United States

        We have developed many brand names, trademarks and other intellectual property for products in all areas. We consider the overall protection of our patent, trademark, license and other intellectual property rights to be paramount. As such, we vigorously protect these rights from infringement. We have approximately 2,500 trademark registrations and applications with the PTO or foreign trademark offices.

        We hold approximately 50 patents and patent applications, in the United States and in certain other countries, most of which relate to Ester-C® and two of which relate to our Co-Q10 products. We also are prosecuting patent applications actively on a worldwide basis for Ester-C® compositions. U.S. patents for Ester-C® expire between February 2019 and June 2021. Most foreign patents for Ester-C® products expire between February 2019 and June 2021, with a large number of foreign patents expiring in 2019.

Canada

        Each of our Solgar, Le Naturiste, Vita Health, Nature's Bounty, MET-Rx and SISU subsidiaries owns the trademarks registered in Canada for its respective names.

U.K./Ireland

        Our Holland & Barrett subsidiary owns trademarks registered in the U.K. and in the EU for its Holland & Barrett® trademark, and has rights to use other names essential to its business. NBTY Europe Limited is the exclusive licensee of the trademarks essential to the GNC (UK) business in the U.K. Our Nature's Way subsidiary owns the Nature's Way® trademarks in Ireland. Our Solgar subsidiary owns trademarks in the U.K. and in the EU, and our Julian Graves subsidiary owns the Community Trademarks on its name and logo.

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Netherlands

        Our De Tuinen subsidiary owns trademarks registered in the Benelux Office for Intellectual Property, and its Community Trademark, which is in force throughout the EU, for its De Tuinen® trademarks.

China

        We own trademark applications and registrations for most of our material trademarks, which are filed with the Chinese Trademark Office. We also own patents for Ester-C® compositions, issued by the Chinese Patent Office.

Raw Materials

        In Fiscal 2010, we spent approximately $700 million on raw materials (approximately $600 million domestically), excluding packaging and similar product materials. The principal raw materials required in our operations are vitamins, minerals, herbs and gelatin. We purchased the majority of our vitamins, minerals and herbs from raw material manufacturers and distributors in Asia, Europe, North America and South America. We believe that there are adequate sources of supply for all our principal raw materials, and in general we maintain two to three suppliers for many of our raw materials. From time to time, weather or unpredictable fluctuations in the supply and demand may affect price, quantity, availability or selection of raw materials. We believe that our strong relationships with our suppliers yield high quality, competitive pricing and overall good service to our customers. Although we cannot be sure that our sources of supply for our principal raw materials will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost effective manner if our current sources become inadequate. During Fiscal 2010, no one supplier accounted for more than 6% of our raw material purchases. Due to the availability of numerous alternative suppliers, we do not believe that the loss of any single supplier would have a material adverse effect on our consolidated financial condition or results of operations.

Properties

        United States.    At December 31, 2010, we owned a total of approximately 3.37 million square feet, and leased approximately 2.46 million square feet, of administrative, manufacturing, warehouse and distribution space in various locations in the United States and its territories. At December 31, 2010, we operated 457 Vitamin World retail locations in 43 states in the United States, Guam, Puerto Rico and the Virgin Islands. Generally, we lease retail properties for five to ten years at varying annual base rents and percentage rents. The Vitamin World retail stores have an average of approximately 1,220 square feet.

        UK/Ireland.    Holland & Barrett owns a 281,000 square foot administrative, manufacturing and distribution facility and a 100,500 square foot manufacturing facility in Burton, UK. NBTY Europe Limited owns a 30,000 square foot administrative facility in Nuneaton, U.K. Solgar leases 50,000 square feet of administrative and distribution space in Tring, UK. We lease all but one of our 965 Holland & Barrett, GNC (UK), Julian Graves and Nature's Way retail stores for varying terms, at varying annual base rents. 22 Holland & Barrett, four GNC (UK), 50 Julian Graves and eight Nature's Way stores are subject to percentage rents. Holland & Barrett stores have an average of approximately 965 square feet, Nature's Way stores have an average of approximately 810 square feet; the GNC (UK) stores have an average of approximately 870 square feet, and the Julian Graves stores have an average of approximately 680 square feet.

        Netherlands.    De Tuinen leases a 71,400 square foot administrative and distribution facility in Beverwijk. At December 31, 2010, De Tuinen leased locations for 93 retail stores on varying terms at varying annual base rents. Of these, 83 are operated as company stores and 10 are sub-leased to, and

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operated by, franchisees. In addition, two franchisees operate a location that the franchisee leases directly from a third party landlord. No De Tuinen store is subject to percentage rents. De Tuinen stores are an average of approximately 1,450 square feet.

        Canada.    During Fiscal 2010, SISU relocated its administrative offices, warehousing and distribution operations to a 19,000 square foot leased facility in Burnaby, British Columbia. At December 31, 2010, Le Naturiste leased a 40,500 square foot administrative facility, consisting of approximately 14,500 square feet of administrative offices and 26,000 square feet of warehouse space, in Montreal, Quebec, and 81 retail locations throughout Canada. Le Naturiste stores each have an average of approximately 775 square feet. Generally, the Le Naturiste stores are generally leased for one to five years at varying annual base rents and percentage rents. Vita Health owns a 185,000 square foot manufacturing, packaging and distribution building in Winnipeg, Manitoba. Vita Health also leases approximately 34,500 square feet of administrative and warehouse space in Winnipeg, Manitoba, which lease will expire in 2011. On September 1, 2010, we entered into a new lease for a 52,000 square foot facility in Winnipeg, Manitoba to replace the 34,500 square foot facility. The effective date of this new lease was November 15, 2010.

        China.    On May 14, 2010, our subsidiary, NBTY Global Hong Kong Limited, acquired Ultimate, a Chinese- foreign joint venture limited company that manufactures softgel capsules. Ultimate owns a 50,000 square foot facility in Zhongshan, China for manufacturing softgel capsules and for administrative offices. In August 2010, Ultimate acquired approximately 20.5 acres of vacant land adjacent to the manufacturing facility.

        The following is a listing, as of December 31, 2010, of all material properties (excluding retail locations and de minimis administrative or sales office locations) that we own or lease. We are required to pay real estate and maintenance costs relating to most of our leased properties.

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Owned Properties

Location		Type of Facility	Approximate Square Feet
United States:
	Prescott, AZ	Administration & Manufacturing		65,000
	Boca Raton, FL(1)	Administration		58,000
	Boca Raton, FL	Manufacturing		84,000
	Boca Raton, FL	Distribution		100,000
	Deerfield Beach, FL	Packaging		157,000
	Pompano Beach, FL(2)	Warehousing		62,000
	Augusta, GA	Warehousing		400,000
	Carbondale, IL	Administration, Packaging & Distribution		77,000
	Carbondale, IL	Administration		15,000
	Murphysboro, IL	Warehousing		62,000
	South Plainfield, NJ	Administration & Manufacturing		68,000
	Bayport, NY	Administration & Storage		12,000
	Bayport, NY	Manufacturing		161,500
	Bohemia, NY	Administration & Packaging		169,000
	Bohemia, NY	Manufacturing		80,000
	Bohemia, NY	Manufacturing		75,000
	Bohemia, NY(3)	IT		42,000
	Holbrook, NY	Administration & Distribution		230,000
	Holbrook, NY	Packaging & Engineering		108,000
	N. Amityville, NY	Manufacturing & Office		48,300
	Ronkonkoma, NY	Administration		110,000
	Wilson, NC	Manufacturing		125,000
	Hazleton, PA	Distribution		413,600
Canada:
	Winnipeg, Manitoba	Manufacturing, Packaging, Distribution, Warehousing & Office		185,000
China:
	Zhongshan	Manufacturing & Packaging		50,000
	Zhongshan(4)	Vacant Land—approx. 20.5 acres
United Kingdom:
	Burton	Administration & Distribution		281,000
	Burton	Manufacturing		100,500
	Nuneaton	Administration		30,000
		Total approximate square feet owned(5)		3,368,900

⁽¹⁾

We currently lease several small offices in this building for short term to unaffiliated tenants.

⁽²⁾

This new facility will replace the 30,000 square foot leased warehouse in Boca Raton, Florida.

⁽³⁾

We reduced the square footage of this facility in a renovation that removed the second floor.

⁽⁴⁾

On August 24, 2010, we purchased approximately 20.5 acres of vacant land adjacent to our manufacturing and packaging facility in Zhongshan, China. The total approximate square feet owned provided above does not include these properties.

⁽⁵⁾

On August 20, 2010, we entered into a contract to purchase an approximately 57,500 square foot facility in North Amityville, New York. The closing occurred on February 15, 2011.

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Leased Properties

Location		Type of Facility	Approximate Square Feet
United States:
	Prescott, AZ	Warehousing (term—2015)		29,000
	Bentonville, AR	Sales Office (term—December 2011)		4,200
	Anaheim, CA	Administration & Manufacturing (term—2013)		286,100
	Anaheim, CA	Manufacturing (term—2013)		64,000
	Carson/Gardena, CA	Warehousing & Distribution (term—May 2012)		10,600
	Carson, CA	Administration & Packaging (term—2014)		267,500
	Carson, CA	Distribution (term—2014)		204,000
	Carson, CA	Manufacturing (term—2012)		150,400
	Garden Grove, CA	Manufacturing & Packaging (term—December 2011)		140,000
	Garden Grove, CA	Warehousing (term—2013)		54,000
	Valencia, CA	Manufacturing (term—2012)		20,500
	Valencia, CA	Manufacturing (term—2012)		32,000
	Boca Raton, FL(1)	Warehousing (term—January 2011)		30,000
	Duluth, GA	Warehousing & Distribution (term—October 2011)		32,000
	Murphysboro, IL	Warehousing (term—2012)		30,000
	Sparks, NV	Distribution (term—2014)		201,300
	Leonia, NJ	Administration & Manufacturing (term—July 2011)		59,000
	Leonia, NJ	Warehousing & Manufacturing (term—2012)		18,500
	Lyndhurst, NJ	Administration, Packaging & Distribution (term—2017)		130,000
	South Plainfield, NJ	Packaging (term—2013)		40,000
	Piscataway, NJ	Warehousing (term—2012)		15,000
	Bohemia, NY	Administration & Warehousing (term—2020)		110,000
	Ronkonkoma, NY	Warehousing (term—November 2011)		83,600
	Ronkonkoma, NY	Warehousing (term—2014)		75,000
	Fargo, ND	Administration (term—February 2011)		2,400
Canada:
	Burnaby, British Columbia	Administration, Warehousing & Distribution (term—2017)		19,000
	Mississauga, Ontario	Offices (term—May 2011)		3,800
	Montreal, Quebec	Warehousing (term—2018)		26,000
	Montreal, Quebec	Office (term—2018)		14,500
	Winnipeg, Manitoba(2)	Offices & Warehousing (term—August 2011)		34,500
	Winnipeg, Manitoba(3)	Offices & Warehousing (term—2017)		52,000
China:
	Beijing	Offices (term—August 2012)		7,080
	Beijing	Warehousing (term—August 2012)		32,300
United Kingdom:
	Burton	Offices & Warehouse (term—2024)		43,300
	Tring	Administration & Warehousing (term—2016)		25,000
	Tring	Warehousing, Distribution & Offices (term—2016)		25,000
Netherlands:
	Beverwijk	Administration & Distribution (term—2013)		71,400
New Zealand:
	Auckland	Offices & Warehousing (term—2012)		4,800
South Africa:
	Randburg	Offices & Warehousing (term—June 2012)		13,800
Spain:
	Madrid	Administration & Distribution (term—Dec. 2011)		6,500
		Total approximate square feet leased		2,468,080
		Total approximate square feet owned and leased		5,836,980

(1)

This lease expired January 31, 2011.

(2)

This facility closed in February 2011.

(3)

On September 1, 2010, we entered into a new lease for a 52,000 square foot facility which will replace the nearby facility. Occupancy of the new facility began in January 2011.

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Warehousing and Distribution

        As of December 31, 2010, we had approximately 3.32 million square feet dedicated primarily to warehousing and distribution. This figure includes our facilities in Long Island, New York; Carbondale and Murphysboro, Illinois; Carson, Garden Grove and Gardena, California; Augusta and Duluth, Georgia; Piscataway, Lyndhurst and Leonia, New Jersey; Boca Raton and Pompano Beach, Florida; Sparks, Nevada; Hazleton, Pennsylvania; Prescott, Arizona; Burton and Tring, U.K.; Winnipeg, Manitoba; Montreal, Quebec, and Burnaby, British Columbia, Canada; Madrid, Spain; Randburg, South Africa; Auckland, New Zealand; Beverwijk, Netherlands and Beijing, China.

        Our Direct Response/Puritan's Pride orders are handled by our domestic distribution center that is integrated with our order entry systems so we typically ship out orders within 24 hours of their receipt. Once a customer's telephone, mail or internet order is completed, our computer system forwards the order to our distribution center, where all necessary distribution and shipping documents are printed to facilitate processing. Thereafter, the orders are prepared, picked, packed and shipped continually throughout the business day. We operate a proprietary, state-of-the-art, automated picking and packing system for frequently shipped items. We are capable of fulfilling 16,000 Direct Response/Puritan's Pride orders daily. A system of conveyors automatically routes boxes carrying merchandise throughout our primary Long Island distribution center for fulfillment of orders. Completed orders are bar-coded and scanned and the merchandise and ship date are verified and entered automatically into the customer order file for access by sales associates before shipment. We currently ship our U.S. orders primarily through the United Parcel Service, Inc., serving domestic markets. In Canada, we currently use various common carriers for shipments, and we primarily use Global Mail for international markets. Holland & Barrett and GNC (UK) use Royal Mail and Home Delivery Network for deliveries in the U.K., Julian Graves use Royal Mail and APC for deliveries in the U.K., and Nature's Way uses the Irish postal service for deliveries in Ireland. De Tuinen uses Brakenhof for deliveries in the Netherlands.

        We currently distribute our products to our retail stores from our distribution centers through Company-owned trucks, as well as contract and common carriers in the United States, Canada, Ireland, Netherlands, New Zealand, China, South Africa, Spain and the U.K. Deliveries are made directly to Vitamin World and Le Naturiste stores once per week or once every other week, depending on the needs at various store locations. Deliveries are made directly to Company-owned and operated Holland & Barrett, GNC (UK), Julian Graves, Nature's Way, and De Tuinen stores once or twice per week, depending on each store's inventory requirements. In addition, we ship products overseas in pallet amounts and by container loads. We also operate additional distribution centers in Burton and Tring, U.K.; Madrid, Spain; Auckland, New Zealand; Randburg, South Africa; Beverwijk, Netherlands; and Beijing, China.

        All our properties are covered by all-risk and liability insurance, in amounts and on terms that we believe are customary for our industry.

        We believe that these properties, taken as a whole, are generally well-maintained, and are adequate for current and reasonably foreseeable business needs. We also believe that substantially all our properties are being utilized to a significant degree.

Legal Proceedings

Sale of the Company

        On July 22, 2010 and on August 10, 2010, respectively, plaintiffs filed two actions, captioned Philip Gottlieb v. NBTY, Inc., et al, ("Gottlieb"), and Bredthauer v. NBTY, Inc., et al., ("Bredthauer"), each as a purported class action against the Company, the members of its Board of Directors, The Carlyle Group and certain Carlyle-related entities (The Carlyle Group and the Carlyle-related entities, collectively the "Carlyle Group"), challenging the Board of Directors' decision to sell the Company to the Carlyle

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Group for the price of $55 per share. The complaint, in each of these cases, alleged that this price per share did not represent fair value for the Company and sought to enjoin the anticipated sale and to invalidate certain related transactions. The Bredthauer lawsuit, filed in the Supreme Court of the State of New York, County of Suffolk, was dismissed by Plaintiff. Plaintiff then joined in the Gottlieb lawsuit, filed in the Supreme Court of the State of New York, County of Nassau. On January 11, 2011, the parties entered into a stipulation of settlement providing for the proposed settlement and dismissal with prejudice of the remaining action, which is subject to, among other things, court approval following notice to the members of the putative class. If approved by the court, the settlement provides for, among other things, our payment of certain attorneys' fees and expenses if awarded by the court. We believe the claims to be without merit.

Stock Purchases

        On May 11, 2010, a putative class-action, captioned John F. Hutchins v. NBTY, Inc., et al, was filed in the United States District Court, Eastern District of New York, against NBTY and certain officers, claiming that the defendants made allegedly false material statements, or concealed allegedly adverse material facts, for the purpose of causing members of the class to purchase NBTY stock at allegedly artificially inflated prices. An unopposed motion for appointment and approval of selection as lead counsel made on July 12, 2010 was granted in November 2010 and an amended complaint was served on February 1, 2011. Otherwise, to date, there has been no activity since the filing of the complaint. We believe the claims to be without merit and intend to vigorously defend this action. At this time, however, no determination can be made as to the ultimate outcome of the litigation or the amount of liability, if any, on the part of any of the defendants.

Nutrition Bars

        Our subsidiary, Rexall Sundown, Inc. ("Rexall"), and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned Jamie Pesek, et al. v. Rexall Sundown, Inc., et al., brought in California Superior Court, County of San Francisco in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. We believe this lawsuit to be without merit and have defended this action vigorously. Since December 2007, with Rexall's and the other defendants' renewed motion for judgment on the pleadings pending, the Court has stayed the case for all purposes, pending rulings on relevant cases before the California Supreme Court. Although the California Supreme Court has resolved some of those cases, others remain pending as of this date. Accordingly, the case remains stayed. The Court held a case-management conference ("CMC") on August 5, 2009. At that time, the parties requested, and the Court agreed, to keep the stay in place for at least another nine months. The Court scheduled a subsequent CMC for February 25, 2010, but canceled that conference upon being informed by the parties that the California Supreme Court had not yet acted. The Court set another CMC for May 21, 2010, and instructed the parties to report back before that date as to the status of the cases before the California Supreme Court. By agreement of the parties, the May 21, 2010 CMC was continued until November 19, 2010, and then, most recently, continued again until March 24, 2011. At this time, the California Supreme Court has resolved the outstanding issues pending before it and we expect the case to proceed. Based upon the information currently available, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

FTC Investigation of Certain Children's Multi Vitamin and Mineral Products

        In letters dated July 22, 2010, the Division of Advertising Practices of the FTC informed us of a non-public FTC investigation of certain allegedly false or unsubstantiated, or both, advertising

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statements regarding certain children's multiple vitamin and mineral products sold by us. The letters, which included a proposed Complaint and Judgment and Order for Permanent Injunction and Other Relief, indicated that the FTC may seek injunctive and other relief against us. On October 26, 2010, NBTY signed a proposed agreement with the FTC to resolve this matter. Under the terms of the proposed agreement, NBTY will pay $2.1 million (which we accrued as of September 30, 2010). NBTY will pay most, if not all, of that amount to consumers in the form of restitution. NBTY will pay the money in conjunction with a consent order under which NBTY will agree to certain advertising restrictions and requirements. On December 13, 2010, the FTC publicly announced that it had tentatively approved the settlement of this matter under the terms set out above. However, the FTC provided potentially interested persons the opportunity to submit comments on the settlement by January 14, 2011. After its receipt of those comments, the FTC will decide whether to make the settlement final.

        On or about July 7, 2010, a putative class action captioned Hamilton and Taylor v. Vitamin World, Inc. was filed against one of our subsidiaries in the Alameda Superior Court, California. Plaintiffs seek to represent a class of employees in connection with several causes of action: (1) alleged failure to pay overtime and regular wages; (2) alleged failure to provide meal periods; (3) alleged failure to provide rest periods; (4) alleged unfair competition; (5) alleged failure to pay wages due upon termination; and (6) alleged failure to furnish accurate itemized wage statements. Plaintiffs describe the class as all non-exempt current and former employees of Vitamin World Stores in California. To date, the Plaintiffs have filed an amended complaint and discovery has been initiated. The Company challenges the validity of the claims and intends to vigorously defend this action. At this time, however, no determination can be made as to the ultimate outcome of the litigation or the amount of liability, if any, on the part of the defendant. In addition, on or about October 27, 2010, a different set of plaintiffs filed Hickman v. Vitamin World, Inc. which is currently pending in Solano County Superior Court, California. Vitamin World filed a demurrer and motion to abate that action because it is identical to the instant Hamilton complaint. The Hickman judge filed a tentative order granting the demurrer, but the hearing on the demurrer has been continued to April 2011. All discovery is stayed in that matter at this time. As the purported class in Hamilton encompasses the same purported class and causes of action as Hickman, it is anticipated that Hickman will be resolved at the resolution of Hamilton.

        On or about April 8, 2010, a putative class action captioned Dirickson v. NBTY Acquisition, LLC, NBTY Manufacturing, LLC, NBTY, Inc., and Volt Management Corporation ("Volt") was filed against the Company and certain subsidiaries in the Superior Court of California, County of Los Angeles. Volt is not related to the Company. Plaintiff seeks to represent a class of employees in connection with several causes of action: (1) alleged failure to pay missed meal periods; (2) alleged failure to pay wages when due; (3) alleged failure to furnish accurate itemized wage statements; and (4) alleged unfair competition. The Complaint seeks damages on behalf of all non-exempt employees within the State of California who worked for Volt or any of the NBTY entities between April 8, 2006 and April 8, 2010 (the "Class Period"). In June 2010, Volt filed a motion to compel arbitration. All the NBTY entities joined the motion insofar as it sought to arbitrate Dirickson's claims against Volt. On August 11, 2010, the Court issued the following order regarding Volt's Motion to Compel Arbitration: (1) all issues between Volt and Dirickson (including potential class claims) were compelled to arbitration; (2) if there are employees of any NBTY entities who were (or are) subject to Volt's arbitration agreement, and the arbitrator allows Dirickson (or some other class representative) to represent them, the NBTY entities must join the arbitration as to those employees; and (3) Dirickson's civil case against the NBTY entities will go forward, with the class certification motion to be heard in or around March 2011. On November 5, 2010, Dirickson's attorney added two additional named plaintiffs (i.e., class representatives) to the class action. The Company challenges the validity of the claims and intends to vigorously defend this action. At this time, however, no determination can be made as to the ultimate outcome of the litigation or the amount of liability, if any, on the part of the defendant.

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Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, intellectual property and Proposition 65 claims) arise from time to time in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial condition or results of operations, if adversely determined against us.

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MANAGEMENT

        The following table sets forth the names and ages of members of our Board of Directors (the "Board" or "Directors") and executive officers and the positions they held with us as of March 15, 2011, each of whom serves an indefinite term until his or her successor has been appointed and qualified.

Name	Age	Position
Scott Rudolph	53	Chairman of the Board
David Bernauer	66	Director
Marco De Benedetti	48	Director
Robert Essner	63	Director
Allan Holt	58	Director
Sandra Horbach	50	Director
Elliot Wagner	34	Director
Jeffrey Nagel	46	Director and Chief Executive Officer ("CEO")
Harvey Kamil	67	President and Chief Financial Officer ("CFO")
Irene Fisher	45	Senior Vice President—General Counsel
James Flaherty	54	Senior Vice President—Marketing and Advertising
Hans Lindgren	50	Senior Vice President—Operations and Corporate Secretary
Glenn Schneider	41	Senior Vice President—Assistant to the CEO

Scott Rudolph

        Scott Rudolph has served as our Chairman of our Board since 1986. He served as our CEO from 1986 until December 2010. He founded U.S. Nutrition, a nutritional supplement company, which we acquired in 1986. Mr. Rudolph has spent 33 years in the nutritional supplement industry. Mr. Rudolph currently serves as Chairman and Interim President of Dowling College. He is a Trustee of North Shore University Hospital and is a member of the Young Presidents Organization. Mr. Rudolph received an honorary Doctor of Commercial Science degree from Dowling College. This experience, especially his long standing service to NBTY as its CEO and his understanding of the Company and the industry, led to the conclusion that Mr. Rudolph should serve as a Director.

David Bernauer

        David Bernauer has served as a member of our Board since February 2011. He is the retired Chairman and CEO of Walgreen Co. He previously served as Chairman of Walgreen from July 2006 until July 2007. From 2003 until July 2006, Mr. Bernauer served as Chairman and CEO of Walgreen. From 2002 to 2003, he served as President and CEO of Walgreen; from 1999 to 2002 as President and Chief Operating Officer of Walgreen; and he has served in various management positions, with increasing areas of responsibility at Walgreen since 1966. Currently, he is also a Director of Lowe's Companies, Inc. and Office Depot, Inc. This experience, including his prior executive and other leadership roles at a major national retailer, led to the conclusion that Mr. Bernauer should serve as a Director.

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Marco De Benedetti

        Marco De Benedetti has served as a member of our Board since October 2010. He is a Partner and Managing Director of The Carlyle Group and Co-Head of its Europe buyout team. He is based in Milan, Italy. Mr. De Benedetti serves on the Board of Directors of each of Cofide S.p.A (since 1994) and Parmalat S.p.A (since 2005), Moncler (since 2008) and Commscope (since 2010). Before joining The Carlyle Group, Mr. De Benedetti was the CEO of Telecom Italia. Mr. De Benedetti was the CEO of Telecom Italia Mobile from 1999 until its merger with Telecom Italia. Previously, Mr. De Benedetti was the Chairman of Infostrada, the main alternative fixed-line carrier for voice services and internet access in Italy, and CEO of Olivetti Telemedia, the telecommunications and multimedia business of the Olivetti Group. Between 1987 and 1989, Mr. De Benedetti worked for Wasserstein, Perrella & Co. in New York. In 1990, he joined the Olivetti Group as Assistant to the CEO of Olivetti Systems and Networks, and he was later appointed as Group Director of Marketing and Services. In 1992, he was appointed General Manager of Olivetti Portugal. Mr. De Benedetti received his Bachelor's degree in history and economics from Wesleyan University and his Masters in Business Administration from the Wharton School at the University of Pennsylvania. This experience, in particular his extensive executive and business management experience, led to the conclusion that Mr. De Benedetti should serve as a Director.

Robert Essner

        Robert Essner has served as a member of our Board since February 2011. He is a Senior Advisor at The Carlyle Group focused on identifying and evaluating global investment opportunities in the healthcare sector. Mr. Essner was Chairman and CEO for Wyeth from 2003 until 2008. Mr. Essner worked for 32 years in the pharmaceutical industry and during that time served in many leadership roles, including Chairman of the Pharmaceutical Research and Manufacturers Association. Mr. Essner is currently Lead Director of MassMutual. He served as Chairman of the not-for-profit Children's Health Fund Corporate Council for 13 years and is presently on their Board of Trustees. He is a trustee of Lincoln Center for the Performing Arts. Mr. Essner is Executive-in-Residence and Adjunct Professor at Columbia Business School, where he teaches courses in Healthcare Management. Mr. Essner received a Master's degree from the University of Chicago and a Bachelor's degree from Miami University. This experience, including his extensive background and experience in the pharmaceutical industry, led to the conclusion that Mr. Essner should serve as a Director.

Allan Holt

        Allan M. Holt has served as a member of our Board since October 2010. Mr. Holt, a Partner and Managing Director of The Carlyle Group, is currently the head of the U.S. Buyout group focusing on opportunities in the Aerospace/Defense/Government Services, Automotive & Transportation, Consumer, Healthcare, Industrial, Technology and Telecom/Media sectors. Mr. Holt is a graduate of Rutgers University and received his M.B.A. from the University of California, Berkeley. He serves on the boards of directors of Booz Allen Hamilton Holding Corporation, Fairchild Imaging, Inc., HCR Manor Care, Inc., HD Supply, Inc., and SS&C Technologies, Inc., as well as on the non-profit boards of directors of The Barker Foundation Endowment Fund, The Hillside Foundation, Inc., The National Children's Museum and The Smithsonian National Air and Space Museum. Mr. Holt also served on the boards of directors of Aviall, Inc. (from 2001-2006) and Vought Aircraft Industries, Inc. (from 2000-June 2010). This experience, including his extensive experience in finance and his experience on other boards, led to the conclusion that Mr. Holt should serve as a Director.

Sandra Horbach

        Sandra Horbach has served as a member of our Board since October 2010. She is a Managing Director of The Carlyle Group, where she focuses on U.S. buyout investment opportunities in the

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consumer and retail industries and serves as head of the Global Consumer and Retail team. She currently serves on the Board of Directors of Dunkin' Brands and CVC Brasil Operadora e Agencia de Viagens S.A. Ms. Horbach is a member of the Board of Trustees and Chairs the Investment Committee at Rockefeller University, is a member of the Stanford Business School Advisory Council, and serves on the Board of Trustees of The Chapin School in New York. Before joining The Carlyle Group, Ms. Horbach spent 18 years at Forstmann Little, a private investment firm. She also spent two years in the mergers and acquisition department of Morgan Stanley. Ms. Horbach received her Masters in Business Administration from the Stanford University Graduate School of Business and a Bachelor of Arts from Wellesley College. This experience, in particular her extensive experience in the retail and consumer industries, and her experience on other boards, led to the conclusion that Ms. Horbach should serve as a Director.

Elliot Wagner

        Elliot Wagner has served as a member of our Board since October 2010. He is a Principal of The Carlyle Group, where he focuses on U.S. buyout opportunities in the consumer and retail sector. From 2000 to 2008, Mr. Wagner was a member of The Carlyle Group's Global Aerospace, Defense, Technology and Business/Government Services team. Before joining The Carlyle Group in 2000, Mr. Wagner was with Lehman Brothers Inc., focusing on mergers, acquisitions and financings for defense, consumer and technology companies. Mr. Wagner is a member of the Board of Directors of Sequa Corporation. Mr. Wagner received his Bachelor of Science degree from Cornell University. This experience, in particular his experience with companies in the retail and consumer industries, led to the conclusion that Mr. Wagner should serve as a Director.

Jeffrey Nagel

        Jeffrey Nagel has served as a member of our Board and has been our CEO since December 6, 2010. Mr. Nagel came to NBTY from General Electric Company. During his GE career, Mr. Nagel served in a variety of leadership positions throughout the organization. In 2006, he was made a GE corporate officer and appointed as the Vice President and General Manager of GE Oil & Gas Global Services. Previously, he served as President & CEO of GE Inspection Technologies, General Manager of Business Development in GE Aircraft Engines and President of GE Home Electric Products. Mr. Nagel joined GE in 1997 as a Manager in Business Development at GE Lighting. Before joining GE, Mr. Nagel worked at Energy Biosystems Corporation, Cannon Associates, Reid & Hostage and Strategic Planning Associates (now Mercer Management). Mr. Nagel received his Bachelor of Science and Masters in Business Administration from Carnegie Mellon in 1987. This experience led to the conclusion that Mr. Nagel should serve as a Director, so that his perspective as our CEO would be reflected in the Board's discussions.

Harvey Kamil

        Harvey Kamil has been our President since 2002 and our CFO since 1982 when he joined the Company. Mr. Kamil also taught as an adjunct professor at Suffolk County Community College for thirteen years. He serves on the Board of Directors of the Council for Responsible Nutrition ("CRN") and on the Board of Directors of the Natural Products Association. Mr. Kamil received his Bachelor of Business Administration and Masters in Business Administration from the Baruch School of Business, City University of New York, and is a Certified Public Accountant and Certified Management Accountant.

Irene Fisher

        Irene Fisher has been Senior Vice President of the Company since October 1, 2010. She has also been General Counsel of NBTY since joining the Company in July of 2002. Before joining the

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Company, she was General Counsel of Big Flower Press, a NYSE listed printing and digital services company, and Chancery Lane, an investment vehicle controlled by the late Theodore Ammon. Ms. Fisher began the practice of law with Milbank Tweed Hadley McCloy, specializing in mergers, acquisitions, financings and securities matters. Ms. Fisher received her Juris Doctorate from Harvard Law School and her Bachelor of Arts and Masters Degree from Yale University.

James Flaherty

        James Flaherty has been the Senior Vice President/Marketing and Advertising of NBTY, Inc. since 1987. He joined the Company in 1979 as a Marketing Manager. In his current position, he directs the in-house staff of marketing, advertising, media and graphic design professionals in the planning, creation and execution of the Company's advertising, packaging and promotional programs across all mediums. Mr. Flaherty is Vice Chair of CRN and serves on the Media Relations committee of the CRN. Mr. Flaherty received his Bachelor of Science degree in Business Administration and Marketing from the State University of New York at Albany.

Hans Lindgren

        Hans Lindgren has been the Senior Vice President/Operations and Corporate Secretary since January 1, 2008. He has been involved in various aspects of the Company's operations since joining the Company in 1992. Before joining the Company, Mr. Lindgren worked for the LM Ericsson Telephone Company. He joined Ericsson in 1982 and was responsible for the preparation of installation documentation and software implementation for various European, Middle East and Far East installation sites. Previously, Mr. Lindgren served as a Captain in the Swedish Army Reserves from 1980 to 1982. He received his degree in telecommunications from Alvkullegymnasiet, a technical college in Sweden. Mr. Lindgren is Scott Rudolph's brother-in-law.

Glenn Schneider

        Glenn Schneider has been Senior Vice President/Assistant to the CEO, since January 1, 2009 and CEO of United States Nutrition, Inc., our wholly owned subsidiary, since December 2008. He has been involved in the Company in various aspects of marketing, advertising and product development since he joined the Company in 2000. Previously, Mr. Schneider was an owner of Nutrition Warehouse, where he handled all aspects of sales and marketing. He joined the Company when it acquired Nutrition Warehouse. Mr. Schneider received his Bachelor of Science degree in Marketing and Management from Ithaca College.

Director Independence and Selection

        Following the Merger, all our equity securities are owned by Holdings; certain investment funds affiliated with The Carlyle Group own substantially all the outstanding equity of Holdings. As a result, our common stock has been delisted from the NYSE and its registration under Section 12 of the Exchange Act has been terminated. As of February 1, 2011, our Board of Directors consisted of Scott Rudolph, Jeffrey Nagel, and six persons associated with and appointed by Carlyle. Our Board has not made a formal determination as to whether each director is "independent" because we have no equity securities listed for trading on a national securities exchange. Because of their relationships with Carlyle or with us, however, we do not believe that any of our directors would be considered independent under the NYSE's definition of independence.

        In identifying nominees for director, consideration is given to the diversity of professional experience, education and backgrounds among the directors so that a variety of points of view are represented in Board discussions and deliberations concerning our business.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview; Compensation Philosophy and Objectives

        This Compensation Discussion and Analysis (this "CD&A") describes the Company's compensation policy for Fiscal 2010 with respect to the individuals listed in the Summary Compensation Table on page 121 of this prospectus, whom we call our "named executive officers." This CD&A also provides context for the information in the compensation tables set forth below. Unless the context requires otherwise, references to the "Compensation Committee" or the "Committee" in this CD&A refer to the Compensation Committee of our Board before the Merger. In connection with the Merger, all our then-serving non-executive directors, including the members of the Compensation Committee, resigned. Since none of the members of the current Board, including the current members of the compensation committee, served on the Compensation Committee during Fiscal 2010, we are relying on records of the Compensation Committee for Fiscal 2009 and Fiscal 2010 to explain the basis for the Company's compensation policy for Fiscal 2010.

        During Fiscal 2010, the Compensation Committee oversaw our executive compensation program. The Compensation Committee designed an executive compensation program that the Committee believed not only addressed our stockholders' need for talented individuals to foster our entrepreneurial culture, but also appropriately rewarded the named executive officers for their contributions to our performance. The Compensation Committee considered factors such as an executive's level of responsibility, experience, tenure and contributions to the Company's overall performance and key strategic initiatives. The Compensation Committee also considered compensation offered by companies comparable to ours that compete with us for executive talent. What the Compensation Committee considered important has varied from year to year from the perspective of individual and organizational performance, based on the Company's goals, strategies and performance.

Role of Consultants in Compensation Determinations

        From time to time, the Compensation Committee has engaged compensation consultants to provide market information about similar companies. The Compensation Committee engaged Towers Watson beginning in December 2008 to conduct an annual analysis of the total compensation we pay to our named executive officers compared to competitive market data. Towers Watson presented its Fiscal 2010 competitive compensation analysis at the December 2009 Compensation Committee meeting. See "—An Overview" below for additional information regarding this analysis.

Role of CEO, President/CFO and General Counsel in Compensation Determinations

        From time to time, at the invitation of the Compensation Committee, our former CEO, Scott Rudolph, attended Compensation Committee meetings, except those that addressed his own compensation. The Compensation Committee solicited the insights of Mr. Rudolph and Harvey Kamil, our President/CFO, on executive compensation. Their perspectives on executive compensation played an important role in the Compensation Committee's final recommendations. By participating in Compensation Committee meetings or responding to inquiries from members of the Compensation Committee, Mr. Rudolph, Mr. Kamil and, from time to time, our General Counsel, shared their views on the Company's strategy for the future, the Company's overall performance and historical information regarding incumbents, and also provided their evaluation of individual performance in light of Company goals and strategies. Historically, the Compensation Committee gave substantial weight to these recommendations, insights and observations. Although the Compensation Committee reserved the right to modify or reject any recommendation, the Compensation Committee, Mr. Rudolph and Mr. Kamil historically reached a consensus on executive compensation design and levels.

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An Overview

        During Fiscal 2010, as in prior years, the Compensation Committee employed a three-step analysis to determine executive compensation. We discuss below how the Compensation Committee determined the amount and type of compensation best suited to the Company's goals and how we believe these decisions reflect the Company's compensation philosophy.

Company Performance.    In evaluating performances, the Compensation Committee considered our overall financial and operating performance during the period, as well as our achievement of strategic and tactical goals. We discuss the criteria considered in determining compensation for Fiscal 2010 in more detail below. In evaluating the Company's performance, the performance measures considered by the Compensation Committee have varied from year to year and, in the past, have included such measures as net sales, earnings before income tax, depreciation and amortization, or "EBITDA," net income and gross margins. For the bonus program established for our named executive officers other than Messrs. Rudolph and Kamil, the Compensation Committee did not establish performance measures in advance, but rather awarded bonuses based on its subjective assessment of the Company's performance. Messrs. Rudolph and Kamil were eligible for bonuses under The NBTY, Inc. Executive Bonus Plan (the "Executive Bonus Plan"), which bases bonuses on performance measures. Bonuses under the Executive Bonus Plan are intended to qualify such payments as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). As discussed below, the performance measures under the Executive Bonus Plan for Fiscal 2010 related to (i) return on equity, (ii) SG&A costs, and (iii) earnings per diluted shares.

Individual Performance.    As discussed in further detail below, the Compensation Committee evaluated each executive's contributions to our financial and operational achievements, both in terms of our needs during the period and the executive's performance. The Compensation Committee considered the executive's opportunity to contribute to our overall performance, his relative responsibilities and challenges, and how well he met those challenges. The Compensation Committee also considered the executive's potential for future contributions to our long-term success, and evaluated his experience and his management and leadership abilities.

Competitive Market/Retention of Talent.    The Compensation Committee considered the market for executive talent, and intended to set compensation at competitive levels within the nutritional supplement industry and with reference to other similarly-sized companies, regardless of industry. With the assistance of Towers Watson, the Compensation Committee evaluated available survey and peer group data and consulted with Towers Watson during Fiscal 2010 regarding the appropriate benchmarks for certain executive positions, including the named executive officers.

        Specifically, for Fiscal 2010, the Compensation Committee relied on the proxy information and other publicly available data, compiled in December 2009, for the following 18 similarly-sized or otherwise comparable companies (with annual revenues ranging from approximately $333 million to approximately $5.1 billion):

Alberto-Culver Co.	Mead Johnson Nutrition Company
Celgene Corp.	Mylan Inc.
Cephalon Inc.	Nu Skin Enterprises Inc.
Church & Dwight Co. Inc.	Perrigo Co.
Forest Laboratories Inc.	Ralcorp Holdings Inc.
Herbalife Ltd.	Sepracor Inc.
The J.M. Smucker Co.	United Natural Foods Inc.
King Pharmaceuticals Inc.	USANA Health Sciences Inc.
Mannatech Inc.	Watson Pharmaceuticals Inc.

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The data reviewed for these companies included annual revenues and market capitalization information, as well as data on base salary levels, target and actual total cash compensation, long-term incentive compensation opportunities and total direct compensation levels. In addition to this peer company data, Towers Watson also reviewed survey data in performing its annual compensation competitive assessment. Survey data provide insight into positions which may not generally be reported in proxies and information about the compensation of executives of non-public companies. For Fiscal 2010, Towers Watson compiled compensation data from the 2009 Towers Perrin CDB Retail/Wholesale Executive Survey (approximately 40 public and private companies participated in this survey) and the 2009 Towers Perrin's CDB General Industry Executive Survey (approximately 760 companies participated in this survey). The Compensation Committee then reviewed the market data to establish or adjust compensation for the named executive officers such that their targeted cash compensation for the named executive officers approximated the 50^th-75^th percentile range of the comparable company peer group or the third-party survey data. Generally, the Compensation Committee also targeted total direct compensation (annual base salary, annual cash bonuses and long-term incentives) to approximate the 50^th-75^th percentile range of the comparable company peer group or the third-party survey data. While the Compensation Committee reviewed peer company and survey data in its assessment of the competitiveness of the Company's executive compensation program, our named executive officers' position within the appropriate competitive market for Fiscal 2010 varied by individual and ranged from approximately the middle of the market to the top quartile, depending on the particular named executive officer. For instance, in the case of one of our named executive officers, total direct compensation exceeded the 50^th-75^th percentile range of the market data as a result of the Compensation Committee's conclusion that a named executive officer's multiple functions justified the increase.

Executive Compensation Determinations for Fiscal 2010

        During Fiscal 2010, total compensation for our named executive officers consisted of the following components, each of which is discussed in more detail below:

•

base salary,

•

annual cash bonuses,

•

equity-based awards,

•

retirement plans, and

•

perquisites.

        Base Salary.    We believe the Company must offer competitive base salaries to drive performance and garner commitment from high-quality executives who provide our shareholders and other stakeholders with increased value. Base salaries provide executives with a fixed level of income that gives them a sense of income security, while recognizing that the entrepreneurial atmosphere at NBTY and the need for accountability in performance places their employment and not their income alone at risk. The Compensation Committee considered the responsibilities of each position, the skill and experience required to be successful and the evaluations and performance reviews of Messrs. Rudolph and Kamil when establishing Fiscal 2010 base salary levels. The base salaries of Messrs. Rudolph and Mr. Kamil were not increased during Fiscal 2010 because, under the terms of their respective employment agreements, such increase was determined with reference to the percentage increase in the Consumer Price Index published by the Bureau of Labor Statistics of the U.S. Department of Labor (the "CPI"). Since there was no increase in the CPI in Fiscal 2010, no increase in base salary was required under the terms of their employment agreements. Messrs. Flaherty, Lindgren and Schneider received a 3.4%, 6.2% and 11.1% increase, respectively, in their base salaries reflecting the annual cost of living increases in the Long Island area, individual performances and the Company's financial results for Fiscal 2009, as well as the unique roles and responsibilities of these officers.

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        The following table sets forth base salaries for our named executive officers (and the applicable percentage increase rates) for Fiscal 2010 compared to the base salaries set for Fiscal 2009. Base salary increases for Fiscal 2010 for all our named executive officers became effective March 1, 2010.

Named Executive Officer	2009 Base Salary ($)		2010 Base Salary ($)		% Increase
Scott Rudolph	$	962,925	$	962,925		0.0	%
Harvey Kamil		624,600		624,600		0.0	%
James Flaherty		307,500		318,000		3.4	%
Hans Lindgren		348,500		370,000		6.2	%
Glenn Schneider		450,000		500,000		11.1	%

        Annual Cash Bonuses.    We believe that annual cash bonuses reward our executives on a short-term basis for their individual performance and contributions to the Company's overall performance and motivate them to advance our goals on a year-over-year basis. With respect to our named executive officers, the Company provides annual cash bonuses pursuant to the Executive Bonus Plan and a discretionary bonus program. For Fiscal 2010, the Compensation Committee designated Messrs. Rudolph and Kamil as the sole participants in the Executive Bonus Plan. The Company's three other named executive officers are eligible for a bonus under the Company's discretionary bonus program, which is based on the Compensation Committee's subjective assessment of the Company's and individual's performance during the year.

Executive Bonus Plan

        Under the Executive Bonus Plan, the Compensation Committee established the following performance goals for Fiscal 2010: (x) return on equity of 13% or more; (y) SG&A costs, excluding advertising, of no more than 34% of sales; and (z) earnings per diluted share of at least $1.96. The target bonus payable under the Executive Bonus Plan for Fiscal 2010, based upon achievement of the performance goals at the 100% level, was set at 200% of a participant's annual base salary.

        In connection with the Merger, the Company reviewed performance under the Executive Bonus Plan for the 11 months ended August 31, 2010 and determined that, based solely on the Company's overall performance for that period, it was very likely that the performance goals established under the Executive Bonus Plan would be met or exceeded in Fiscal 2010. Therefore, under the Executive Bonus Plan, Messrs. Rudolph and Kamil each earned 200% of their base salaries, or $1,925,850 and $1,249,200, respectively, which represented the target bonus payable upon the achievement of the performance goals.

Discretionary Bonus Program

        For Messrs. Flaherty, Lindgren and Schneider, the Compensation Committee did not establish performance goals in advance, but rather awarded bonuses based on its subjective assessment of Company and individual performance. While the discretionary bonus program did not provide our executives with precise and predetermined criteria upon which any bonuses would be payable under the bonus program, it gave the Compensation Committee greater flexibility and permitted the Compensation Committee to make determinations based on a better understanding of the importance of various factors (both quantitative and qualitative) in the context of the Company's actual overall performance.

        The Company's overall performance was, as has been the case in past years, the first and most important factor the Compensation Committee considered in determining whether to award annual cash bonuses and in setting values for any awards. The next most important factor was the executive's individual performance and contribution to the success of his business unit or executive function. The

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executive's individual performance and contribution may increase the amount of the bonus that would be payable to him based solely on the Company's overall performance. In awarding annual bonuses, the Compensation Committee considered the input and guidance from Messrs. Rudolph and Kamil regarding their assessment of the integral nature of the executive's performance to overall Company success.

        We believe it may be helpful to provide a fuller understanding of the Compensation Committee's compensation determinations with respect to Fiscal 2010 annual bonus payouts to Messrs. Flaherty, Lindgren and Schneider, to set out some of the considerations that affected the Compensation Committee's decisions in determining the cash bonuses for Fiscal 2009. The Company faced many fiscal challenges during the first half of Fiscal 2009, which negatively affected our financial results during that period. These challenges included Leiner acquisition-related costs, unfavorable foreign exchange rates, charges related to information technology infrastructure, and increased raw materials costs. We were able to manage these challenges effectively and ended Fiscal 2009 with record fourth quarter earnings. In the context of reviewing these challenges, the Compensation Committee also considered how individual executives contributed to managing these challenges and achieving our goals. As part of its assessment in Fiscal 2010, the Compensation Committee considered its and Mr. Rudolph's assessment of the individual performance of each named executive officer, including: (i) Mr. Flaherty's efforts in improving brand recognition and spearheading recent marketing campaigns for our numerous brands; (ii) Mr. Lindgren's involvement in the Company's China manufacturing plant operations and the overall efficiency improvements in our facilities; and (iii) Mr. Schneider's contribution to the growth of the wholesale segment. Finally, the Compensation Committee reviewed the historical bonus payouts received by the named executive officers.

        Based on the financial results for the 11 months ended August 31, 2010 as well as the factors described above, the Compensation Committee awarded Fiscal 2010 annual bonuses to Messrs. Flaherty, Lindgren, and Schneider of $275,000, $225,000 and $350,000, respectively.

        The following table sets forth the annual cash bonuses paid to our named executive officers for Fiscal 2010 performance compared to the annual cash bonuses paid to our named executive officers for Fiscal 2009 performance.

Named Executive Officer	Bonus with respect to 2009 Fiscal Year Performance		Bonus with respect to 2010 Fiscal Year Performance
Scott Rudolph	$	1,500,000	$	1,925,850
Harvey Kamil		1,000,000		1,249,200
James Flaherty		190,000		275,000
Hans Lindgren		225,000		225,000
Glenn Schneider		300,000		350,000

        Equity-Based Awards.    In early Fiscal 2010, the Compensation Committee granted a total of 286,542 stock option awards and 20,964 restricted stock units to over 100 members of management and Directors of the Company or its subsidiaries as a means of providing long-term compensation linked to Company performance. The shares underlying the options and restricted stock units granted in Fiscal 2010 represented approximately 0.5% of our common stock at the time of grant on both an outstanding and a fully diluted basis. These awards were granted following the input and recommendation from Messrs. Rudolph and Kamil and data analysis from Towers Watson. The Compensation Committee and management viewed these awards as appropriate to motivate management to provide sustained increased stockholder value and maintain compensation at market competitive levels. The following

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table sets forth the stock option and restricted stock unit grants for each of our named executive officers.

Named Executive Officer	Stock Option Grant		Restricted Stock Unit Grant
Scott Rudolph		38,970		8,573
Harvey Kamil		35,722		5,716
James Flaherty		6,716		1,075
Hans Lindgren		6,716		1,075
Glenn Schneider		11,145		1,783

        The specific number of stock option and restricted stock unit awards for each named executive officer was based upon the Company's financial performance and that executive's contribution to that performance in Fiscal 2009. In addition, the Compensation Committee considered long-term incentive equity-based grants at the Company's peer group companies. These grants of equity to the named executive officers in general approximated the 50^th-75^th percentile range of the comparable company peer group and/or the third-party survey data. The sole exception to this was the grants to Mr. Lindgren, which exceeded the 75^th percentile as a result of the Compensation Committee's decision to emphasize long-term incentives in Mr. Lindgren's overall executive compensation because of his multiple functions.

        Retirement Plans.    During Fiscal 2010, our executive officers participated in the same retirement plans on the same terms as provided to most of our salaried associates. These plans consisted of the NBTY, Inc. Associate Stock Ownership Plan (the "ESOP") and the NBTY, Inc. 401(k) Savings Plan (the "401(k) Plan"). During Fiscal 2010, the Company contributed shares of its common stock (or funds to purchase shares of common stock) to the ESOP, which were allocated among participants who completed at least 1,000 hours of service in the plan year and who were employed on the last day of the plan year, based upon their relative compensation for the year. Under the terms of the 401(k) Plan, the Company provides a matching contribution of up to 4% of the employee's eligible compensation.

        Perquisites.    During Fiscal 2010, we provided a limited number of perquisites, without tax gross-ups (except under the employment agreements described below), to our executive officers. One such perquisite is a life insurance arrangement under which certain executives are entitled to payments upon retirement on or after age 65 or death. See "—Nonqualified Deferred Compensation Life Insurance Agreements" below. The Summary Compensation Table contains an itemized disclosure of the perquisites provided to our named executive officers.

        Other Benefits.    We also provide certain benefits to substantially all salaried employees. These include health and welfare benefits, disability and life insurance, education and tuition reimbursement and an employee assistance program.

Employment Agreements

        At the end of Fiscal 2010, the Company was a party to employment agreements with Messrs. Rudolph and Kamil, effective March 1, 2008. Under the agreement with Mr. Rudolph, he served as Chairman of the Board and CEO of the Company. On December 6, 2010, Mr. Nagel succeeded Mr. Rudolph as the CEO of the Company. Mr. Rudolph terminated his employment agreement with the Company on February 7, 2011. Under the terms of Mr. Rudolph's employment agreement, Mr. Rudolph received a $6,877,125 change of control payment in connection with this termination of his employment agreement. Mr. Rudolph continues to serve as Chairman of our Board.

        Under the agreement with Mr. Kamil, he serves as President/CFO of the Company. The term of his agreement is three years, subject to automatic annual extensions, unless either party provides specified notice to the contrary. Mr. Kamil's agreement provides for (i) an initial base salary of

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$600,000 per year, subject to annual increases at least equal to the percentage increase in the CPI, (ii) the opportunity to receive an annual bonus, payable in cash, with a target amount of 100% of his base salary and a maximum of 200% of his base salary, (iii) an opportunity to receive equity-based awards as determined by the Compensation Committee, and (iv) the right to participate in all health insurance and other benefit plans and programs maintained by the Company, and to receive such other employment benefits as the Company may provide, including a Company-leased car at a maximum lease cost to the Company of $2,000 per month. The agreement also provides for payments to Mr. Kamil if his employment is involuntarily terminated without "cause" or if he terminates his employment for "good reason" (each, as defined in his employment agreement) and gross-up payments should it be determined that any payment or distribution by the Company to, or for the benefit, of the executive would be subject to the excise tax imposed by Section 4999 of the Code. The agreement contains non-competition and non-solicitation provisions that apply during the term of the agreement and for a one-year period beyond their expiration. See "—Potential Payments upon Termination or Change of Control" for further information regarding the amounts that would have been payable to Mr. Kamil following a termination of employment or change of control as of September 30, 2010.

        In determining the terms of the March 1, 2008 employment agreement for Mr. Kamil, the Compensation Committee considered the following factors:

•

then current market practices for corporate executives at peer group companies, including an evaluation of proxy materials of the peer group companies, as well as available survey data to determine whether the total compensation payable to Mr. Kamil (base salary, cash bonuses, equity-based awards and perquisites) generally falls between the 50^th-75^th percentile of such peer group companies;

•

Mr. Kamil's extensive involvement in investor relations, public relations and risk assessment areas;

•

Mr. Kamil's long-term tenure at the Company;

•

the entrepreneurial culture of the Company; and

•

Mr. Kamil's historical individual performance.

        The Compensation Committee did not use a set formula in evaluating and setting the terms of the employment agreement. The Compensation Committee considered all the above factors but no particular weight was assigned to any individual factor. The Compensation Committee determined that the employment agreement reasonably compensated Mr. Kamil in light of then current market practices and the entrepreneurial spirit of the Company.

        For a discussion of amounts payable to each of these executives under their respective agreements if their employment is terminated, see "—Potential Payments upon Termination or Change of Control" below.

Fiscal Year 2011 Compensation Decisions and Events

Impact of Merger on Compensation Program

        As a result of the Merger, each outstanding and unexercised option to purchase shares of our common stock, regardless of whether it was vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55 over the per-share exercise price of such option, without interest, less applicable withholding tax. Each of the restricted stock units, all of which were unvested, was terminated in connection with the Merger and converted into the right to receive the $55 per share merger consideration, without interest, less applicable withholding tax. The following table

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sets forth the value each named executive officer received with respect to his unvested equity holdings in connection with the Merger.

Named Executive Officer	Stock Options		Restricted Stock Units
Scott Rudolph	$	6,075,726	$	471,515
Harvey Kamil		4,763,606		314,380
James Flaherty		1,546,082		59,125
Hans Lindgren		1,546,082		59,125
Glenn Schneider		1,692,485		98,065

        In addition to the amounts reported in the above table, pursuant to the terms of his employment agreement, Mr. Rudolph received a $6,877,125 change of control payment following termination of his employment agreement with the Company.

Employment Agreement with Jeffrey Nagel

        Effective December 6, 2010, NBTY and Holdings entered into an employment agreement with Jeffrey Nagel under which Mr. Nagel was appointed as CEO of Holdings and NBTY, as well as a member of the board of directors of each of Holdings and NBTY. The employment agreement has an initial five-year term and provides for successive one-year renewals at the expiration of each term, unless prior written notice of non-renewal by any party is provided 60 days in advance. Under the employment agreement, Mr. Nagel's annual base salary is $750,000 and he is eligible to receive a performance-based bonus under NBTY's annual bonus program targeted at 100% of annual base salary, subject to adjustments for under or over performance, as determined by our Board. Under the employment agreement, Mr. Nagel received a $2.5 million sign-on bonus on December 21, 2010, which amount is generally subject to reimbursement if Mr. Nagel's employment is terminated by NBTY for "cause" or if Mr. Nagel resigns his employment without "good reason" (as such terms are defined in the employment agreement) at any time before November 29, 2011. Mr. Nagel is also entitled to the reimbursement of relocation expenses. Under the terms of the employment agreement, Mr. Nagel received a stock option award to purchase 49,468 shares of Holding's class A common stock at an exercise price per share equal to its fair market value on the start date of his employment under Holding's equity incentive plan, subject to certain vesting provisions. The employment agreement provides that if Mr. Nagel is terminated without cause, resigns with good reason, or if the agreement is terminated due to non-extension of the term by NBTY, he will be entitled to receive an amount equal to two times his annual base salary, payable over the two-year period following his employment termination. The employment agreement contains customary confidentiality provisions and non-solicitation and non-competition terms applicable to Mr. Nagel that survive for a period of two years following the termination of his employment with the Company.

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2010 Summary Compensation Table

        The following table sets forth information concerning total compensation earned by or paid to our former CEO, President/CFO and three other most highly compensated executive officers of the Company who served in such capacities as of September 30, 2010. Certain amounts for Fiscal 2009 and 2008 have been recomputed to conform to the current SEC rules.

Name and Principal Position		Salary ($)*		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(1)		All Other Compensation ($)			Total ($)
Scott Rudolph	2010	$	962,925	$	—	$	376,183	$	1,149,225	$	1,925,850	$	79,921	(4)	$	4,494,105
Chairman of the Board and	2009		929,963		—		—		1,457,280		1,500,000		68,279			3,955,522
former CEO	2008		923,741		—		—		2,515,500		462,500		64,639			3,966,380
Harvey Kamil	2010		624,600		—		250,818		780,168		1,249,200		57,555	(5)		2,962,342
President and CFO	2009		603,219		—		—		950,790		1,000,000		52,928			2,606,937
	2008		597,718		—		—		1,314,000		300,000		47,146			2,258,864
James Flaherty	2010		313,356		275,000		47,171		146,677		—		35,111	(6)		817,316
Sr. Vice President Marketing	2009		304,183		190,000		—		182,550		—		24,677			701,410
and Advertising	2008		291,679		120,000		—		171,450		—		19,233			602,362
Hans Lindgren	2010		360,490		225,000		47,171		146,677		—		49,655	(7)		828,993
Sr. Vice President Operations	2009		353,106		225,000		—		394,500		—		56,059			1,028,665
and Corporate Secretary	2008		325,000		150,000		—		394,200		—		50,438			919,638
Glenn Schneider	2010		477,885		350,000		78,238		243,407		—		25,120	(8)		1,174,650
Sr. Vice President Assistant	2009		383,654		300,000		—		243,400		—		15,015			942,069
to CEO	2008		274,789		200,000		—		228,600		—		9,233			712,622

*

The amount of salary may vary from the base compensation listed under "—Base Salary" above because payroll periods span more than one fiscal year, and Fiscal 2010 salary amount reflects certain pay at the prior year's base salary rate.

(1)

Bonus amounts shown are for services rendered during the applicable fiscal year. Cash bonuses for Messrs. Rudolph and Kamil are presented under the column "Non-Equity Incentive Plan Compensation" because these awards were subject to the satisfaction of the performance criteria established for such officers during the applicable fiscal year.

(2)

Amount shown represents the grant date fair value of restricted stock unit awards made during the fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("FASB ASC Topic 718"). The Company calculated this fair value based on the closing price of our common stock on date of grant.

(3)

Amounts shown represent the grant date fair value of stock option awards made during the fiscal year, computed in accordance with FASB ASC Topic 718. The Company calculated this fair value based on the Black-Scholes-Merton option-pricing model, based on the assumptions described in Note 18 to our audited financial statements included in this prospectus.

(4)

Includes a $30,000 car allowance, $5,965 contributed by the Company to the ESOP, the Company's $9,800 matching contribution under the 401(k) Plan, the Company's payment of $25,066 in life insurance premiums as described under "—Nonqualified Deferred Compensation Life Insurance Agreements" below, and $9,090 related to the use of our corporate aircraft (calculated on the basis of the incremental cost of such use to the Company).

(5)

Includes a $24,000 car allowance, $5,965 contributed by the Company to the ESOP, the Company's $9,379 matching contribution under the 401(k) Plan, and the Company's payment of $18,211 in life insurance premiums as described under "—Nonqualified Deferred Compensation Life Insurance Agreements" below.

(6)

Includes a $9,616 car allowance, $5,965 contributed to the ESOP, the Company's $8,978 matching contribution under the 401(k) Plan, and the Company's payment of $10,552 in life insurance premiums as described under "—Nonqualified Deferred Compensation Life Insurance Agreements" below.

(7)

Includes a $10,471 car allowance, $5,965 contributed to the ESOP, the Company's $9,683 matching contribution under the 401(k) Plan, the Company's payment of $10,500 in life insurance premiums as described under "—Nonqualified Deferred Compensation Life Insurance Agreements" below and country club fees of $13,035.

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(8)

Includes a $9,115 car allowance, $5,965 contributed to the ESOP, the Company's $9,800 matching contribution under the 401(k) Plan and the Company's payment of $240 in life insurance premiums as described under "—Nonqualified Deferred Compensation Life Insurance Agreements" below.

2010 Grants of Plan-Based Awards

        The following table sets forth the grants of plan-based awards to our named executive officers during Fiscal 2010.

										All Other Stock Awards: Number of Shares of Stock or Units(2) #		All Other Option Awards: Number of Securities Underlying Options(2) #
														Exercise or Base Price of Option Awards ($ per share)(3)		Grant Date Fair Value of Stock and Option Awards(4)
				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
			Grant Type
Name	Grant Date			Threshold		Target		Maximum
Scott Rudolph		12/23/2009	Cash Bonus		—	$	1,925,850	$	1,925,850		—		—	$	—	$	—
		12/23/2009	Option		—		—		—				38,970		43.88		1,149,225
		12/23/2009	RSU		—		—		—		8,573				—		376,183
Harvey Kamil		12/23/2009	Cash Bonus		—		1,249,200		1,249,200						—		—
		12/23/2009	Option		—		—		—				35,722		43.88		780,168
		12/23/2009	RSU		—		—		—		5,716				—		250,818
James Flaherty		12/23/2009	Option		—		—		—				6,716		43.88		146,677
		12/23/2009	RSU		—		—		—		1,075				—		47,171
Hans Lindgren		12/23/2009	Option		—		—		—				6,716		43.88		146,677
		12/23/2009	RSU		—		—		—		1,075				—		47,171
Glenn Schneider		12/23/2009	Option		—		—		—				11,145		43.88		243,407
		12/23/2009	RSU		—		—		—		1,783				—		78,238

(1)

Amounts in these columns represent possible payouts under the Executive Bonus Plan. Actual awards are set forth in the Summary Compensation Table above. See "—Compensation Discussion and Analysis" above for a further discussion of the Executive Bonus Plan.

(2)

The option and restricted stock unit grants were scheduled to vest in three equal increments on each of the second, third and fourth anniversaries of the date of grant, except those granted to Mr. Kamil, the vesting of which would be accelerated if he retired after the second anniversary of the date of grant. As a result of the Merger, each outstanding and unexercised option to purchase shares of our common stock, regardless of whether it was vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55 over the per-share exercise price of such option, without interest, less applicable withholding tax. Each of the restricted stock units, all of which were unvested, was terminated in connection with the Merger and converted into the right to receive the $55 per share merger consideration, without interest, less applicable withholding tax.

(3)

The exercise price of the option awards is the closing price of our common stock on the date of grant.

(4)

Amounts shown represent the aggregate fair value of the equity awards granted to named executive officers during Fiscal 2010 on the grant date, calculated in accordance with FASB ASC Topic 718. We calculated the aggregate fair value of option awards based on the Black-Scholes-Merton option pricing model, based on assumptions described in Note 18 of our audited financial statements included in this prospectus and the aggregate fair value of restricted stock unit awards based on the closing price of our common stock on date of grant.

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2010 Outstanding Equity Awards at Fiscal Year-End*

        The following table shows the outstanding equity-based awards that were held by our named executive officers as of September 30, 2010, all of which were cancelled as of the Merger.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price($)		Option Vesting Date		Option Expiration Date		Restricted Stock Unit Awards: Not Vested(1)		Market Value of Units Not Vested(2)
Scott Rudolph		500,000		—	$	5.4687		—		2/1/2011		8,573	$	471,344
		50,000		100,000		25.50		2/1/2010		2/1/2018
		69,000		69,000		15.98		4/8/2010		4/8/2019
				38,970		43.88		12/23/2011		12/23/2019
Harvey Kamil		33,334		66,666		25.50		2/1/2010		2/1/2018		5,716		314,266
		61,500		61,500		15.98		4/8/2010		4/8/2019
		—		35,722		43.88		12/23/2011		12/23/2019
James Flaherty		—		20,000		25.50		2/1/2011		2/1/2018		1,075		59,104
		—		30,000		25.62		6/23/2011		6/23/2019
		—		6,716		43.88		12/23/2011		12/23/2019
Hans Lindgren		10,000		20,000		25.50		2/1/2010		2/1/2018		1,075		59,104
		—		30,000		25.62		6/23/2011		6/23/2019
		—		6,716		43.88		12/23/2011		12/23/2019
Glenn Schneider		6,666		13,334		25.50		2/1/2010		2/1/2018		1,783		98,029
		—		40,000		25.62		6/23/2011		6/23/2019
		—		11,145		43.88		12/23/2011		12/23/2019

*

As a result of the Merger, effective October 1, 2010, each outstanding and unexercised option to purchase shares of our common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess, if any, of $55 over the per-share exercise price of such option, without interest, less applicable withholding tax. Each of the restricted stock units, all of which were unvested, was terminated in connection with the Merger and converted into the right to receive the $55 per share merger consideration, without interest, less applicable withholding tax.

(1)

The grants vested in three equal increments on each of the second, third and fourth anniversary of December 23, 2009, the date of the grants, except the grants to Mr. Kamil, the vesting of which accelerated if he retired after the second anniversary of the date of grant.^.

(2)

Values in this column are calculated by multiplying the number of units by the closing price of our common stock on the last business day of Fiscal 2010 ($54.98).

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Option Exercises and Stock Vested in Fiscal 2010

        No restricted stock unit or similar stock awards vested during Fiscal 2010. The following table provides information with respect to the options exercised in Fiscal 2010 for our named executive officers.

	Option Awards
Name	Number of Shares Acquired on Exercise(#)		Value Realized on Exercise($)*
Scott Rudolph		1,000,000	$	35,985,000
Harvey Kamil		356,715		12,386,724
James Flaherty		10,000		203,499
Hans Lindgren		—		—
Glenn Schneider		—		—

*

Represents the difference between (i) the closing price of our common stock on the date the options were exercised and (ii) the exercise price of the options exercised.

Pension Benefits

        The Company does not maintain any tax-qualified defined benefit pension plans or supplemental executive retirement plans.

Nonqualified Deferred Compensation Life Insurance Agreements

        The Company does not have traditional nonqualified deferred compensation arrangements with its executive officers. However, the Company has entered into deferred compensation life insurance agreements with certain employees, including certain named executive officers. Each agreement requires the Company to maintain a variable life insurance policy on the life of the officer.

        Upon retirement on or after age 65, each agreement provides that the officer will be entitled to receive (i) the cash surrender value of the insurance policy maintained on his life, pursuant to the officer's previously made election (A) in a cash lump sum, or (B) in monthly installments to be paid over a period not to exceed 10 years, or (ii) the insurance policy. The cash surrender value of the policy will vary over time.

        If the officer dies while employed by the Company, or retires and subsequently dies before receiving all the post-retirement payments, the officer's beneficiary will be entitled to receive a lump sum payment equal to the death benefit under the insurance policy in full discharge of all the Company's obligations under the deferred compensation agreement.

        If the officer's employment with the Company is terminated involuntarily due to a permanent disability (as defined in the relevant deferred compensation life insurance agreement) before the officer's voluntary retirement from the Company, the officer will receive a lump sum payment equal to the cash surrender value of the insurance policy unless the officer elects that the Company transfer the policy to him, and such payment or transfer will fully discharge all the Company's obligations under the deferred compensation agreement.

        The officer will not be entitled to any benefits under the deferred compensation agreement if his employment with the Company is terminated under circumstances other than as described above.

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        As of September 30, 2010 and September 30, 2009, the cash surrender value and death benefit under the variable life insurance policies maintained by the Company in connection with these agreements were as follows:

Name	September 30, 2009 Cash Surrender Value		September 30, 2010 Cash Surrender Value		Death Benefit
Scott Rudolph	$	261,974	$	301,492	$	2,500,000
Harvey Kamil		146,522		165,946		810,000
James Flaherty		103,084		119,019		375,000
Hans Lindgren		104,009		120,979		725,000
Glenn Schneider		—		—		—

        Annual premiums paid totaled $24,514 for Mr. Rudolph, $15,163 for Mr. Kamil, $10,000 for each of Messrs. Flaherty and Lindgren.

Potential Payments upon Termination or Change of Control

        As of September 30, 2010, with the exception of Messrs. Rudolph and Kamil, all our executive officers were employed at-will. Upon the effectiveness of the Merger on October 1, 2010, options and restricted stock unit awards previously granted to our named executive officers (and other grantees) under our equity incentive plans vested since the Merger constituted a "change of control," as defined in those plans. Set forth below is an outline of what amounts would be due to each named executive officer if that executive's employment with the Company ended on September 30, 2010 as well as a description of the amounts received in connection with the Merger.

        Scott Rudolph.    If Mr. Rudolph's employment were terminated without "cause," or if he resigned for "good reason," each as defined in his employment agreement, on September 30, 2010, then:

•

Mr. Rudolph would have been entitled to receive a lump sum payment equal to $6,001,275, which is the sum of (x) $2,888,775, representing three times his base salary of $962,925, and (y) $3,112,500, representing three times $1,037,500, his average actual annual bonus over the three prior fiscal years (2007, 2008 and 2009);

•

all Mr. Rudolph's health, hospitalization and similar benefits would have been continued for three years, valued at $41,000 for the three-year period;

•

Mr. Rudolph's 207,970 stock options that were outstanding but unvested as of September 30, 2010 would have vested immediately and remain exercisable for one year after such termination. This accelerated vesting is valued at $6,071,567, based on the difference between the exercise prices ($25.50, $15.98 and $43.88) of his unvested options and the $54.98 closing price of our common stock on September 30, 2010;

•

Mr. Rudolph's 8,573 restricted stock units that were outstanding but unvested as of September 30, 2010 would have vested immediately upon such termination. This accelerated vesting is valued at $471,344, based on the $54.98 closing price of our common stock on September 30, 2010; and

•

if a subsequent change of control occurred and the severance payments were subject to the excise tax under Section 4999 of the Code, he would have been entitled to a gross-up payment for such excise tax.

        Mr. Rudolph received a $6,877,125 severance payment following termination of his employment agreement with the Company on February 7, 2011.

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        Harvey Kamil.    If Mr. Kamil's employment were terminated without "cause," or if he resigned for "good reason," each as defined in his employment agreement, on September 30, 2010, then:

•

Mr. Kamil would have been entitled to receive a lump sum payment equal to $3,823,800, which is the sum of (x) $1,873,800, representing three times his base salary of $624,600, and (y) $1,950,000, representing three times $650,000, his average actual annual bonus over the three prior fiscal years (2007, 2008 and 2009);

•

all Mr. Kamil's health, hospitalization and similar benefits would have been continued for three years, valued at $31,000 for the three-year period;

•

Mr. Kamil's 163,888 stock options that were outstanding but unvested as of September 30, 2010 would have vested immediately and remain exercisable for one year after such termination. This accelerated vesting is valued at $4,760,328, based on the difference between the exercise prices ($25.50, $15.98 and $43.88) of his unvested options and the $54.98 closing price of our common stock on September 30, 2010;

•

Mr. Kamil's 5,716 restricted stock units that were outstanding but unvested as of September 30, 2010 would have vested immediately upon such termination. This accelerated vesting is valued at $314,266, based on the $54.98 closing price of our common stock on September 30, 2010; and

•

if a subsequent change of control occurred and the severance payments were subject to the excise tax under Section 4999 of the Code, he would have been entitled to a gross-up payment for such excise tax.

        Other Named Executive Officers.    As of September 30, 2010, none of our other named executive officers had employment agreements with the Company or other agreements that required cash payments in connection with a termination of employment (other than in the event of the executive's death or disability pursuant to each executive's life insurance agreements) or a change in control of the Company. However, under the terms of the equity incentive plans existing on September 30, 2010, any unvested options and restricted stock units held by such executive officers automatically vested upon the effectiveness of a "change in control," as defined in the plans. The value of such an accelerated vesting, if it had occurred on September 30, 2010, based on the difference between the exercise price of unvested options ($25.50, $25.62 and $43.88) and the closing price of our common stock on that date ($54.98), would have been $1,544,948 for each of Messrs. Flaherty and Lindgren and $1,691,196 for Mr. Schneider. The value of such an accelerated vesting, with respect to the unvested options, if it had occurred on September 30, 2010, for Messrs. Rudolph and Kamil would have been $6,071,567 and $4,760,328, respectively, as noted above. The value of such an accelerated vesting, with respect to the unvested Restricted Stock Units, if it had occurred on September 30, 2010, based on the closing price of our common stock on that date ($54.98), would have been $59,104 for each of Messrs. Flaherty and Lindgren and $98,029 for Mr. Schneider. The value of such an accelerated vesting, if it had occurred on September 30, 2010, for Messrs. Rudolph and Kamil would have been $471,344 and $314,266, respectively, as noted above.

        On October 1, 2010, the effective time of the Merger, the value of the accelerated vesting of stock options, based on the $55 price per share paid pursuant to the terms of the Merger, was $1,546,082 for each of Messrs. Flaherty and Lindgren and $1,692,485 for Mr. Schneider. On October 1, 2010, the value of the accelerated vesting of stock options for Messrs. Rudolph and Kamil was $6,075,726 and $4,763,606, respectively. The value for accelerated vesting of restricted stock units, based on the $55 price per share paid pursuant to the terms of the Merger, was $59,125 for each of Messrs. Flaherty and Lindgren, $98,065 for Mr. Schneider, $471,515 for Mr. Rudolph and $314,380 for Mr. Kamil.

        Please refer to the table under "—Nonqualified Deferred Compensation Life Insurance Agreements" above for a description of payments that may be made to our named executive officers in

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the event of the termination of their employment due to death or disability under certain deferred compensation life insurance agreements.

Compensation of Outside Directors

        Set forth below is a discussion of compensation the Company paid during Fiscal 2010 to its outside directors, all of whom resigned October 1, 2010. As a result of the Merger, our common stock is no longer publicly traded, and the Company currently has no unaffiliated directors.

        During Fiscal 2010, each Director (other than Scott Rudolph, who was an officer of the Company during Fiscal 2010) earned an annual retainer of $80,000 for services rendered as a Director. In addition, each Director (other than Scott Rudolph) was reimbursed for out-of-pocket expenses incurred by him to attend meetings of our Board or annual stockholder meeting. Mr. Ashner also received an additional $50,000 in connection with his services as Chairman of the Audit Committee. Mr. Koenig and Mr. White also received an additional $7,500 in connection with their services as Chairman of the Compensation and Nominating / Corporate Governance Committees, respectively. Before the Merger, outside Directors were also eligible for option grants or other equity awards under the Company's equity awards plans, as determined in the discretion of the Compensation Committee. Except as described below, before the Merger, the Company did not offer a pension plan or other compensation to our outside Directors. During Fiscal 2010, any Director who was an executive officer of the Company did not receive additional compensation for his services as a Director. See "Executive Compensation" and "—2010 Summary Compensation Table" for information regarding Scott Rudolph's compensation.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)*		Option Awards ($)*		All Other Compensation ($)			Total ($)
Michael L. Ashner	$	130,000	$	20,053	$	62,419	$	—		$	212,472
Glenn Cohen		80,000		20,053		62,419		—			162,472
Aram G. Garabedian		80,000		20,053		62,419		—			162,472
Neil H. Koenig		87,500		20,053		62,419		—			169,972
Arthur Rudolph		80,000		20,053		62,419		484,013	**		646,485
Peter J. White		87,500		20,053		62,419		—			169,972

*

Amounts shown represent the grant date fair value of stock awards and stock option awards made during the Fiscal 2010 to each outside Director in the table. These awards were scheduled to vest in three equal increments on each of the second, third and fourth anniversary of the date of grant. We calculated the fair value of the stock awards based on the closing price of our common stock on the date of grant. The Company calculated the fair value of the stock option awards based on the Black—Scholes—Merton option—pricing model, determined in accordance with U.S. GAAP based on the assumptions described in Note 18 to our audited financial statements included in this Report.

**

The Company paid this amount, which represents a $450,000 consulting fee, a $12,567 car allowance and $21,446 in health insurance benefits, to Rudolph Management Associates, Inc. under a consulting agreement described below. See "Certain Relationships and Related Transactions—Related Person Transactions—Consulting Agreement—Rudolph Management."

        All outside directors resigned from our Board on October 1, 2010.

        The aggregate number of option awards outstanding at September 30, 2010, the last day of Fiscal 2010, for each of the non-executive Directors was: Mr. Ashner (23,858), Mr. Cohen (18,858), Mr. Garabedian (23,858), Mr. Koenig (23,858), Mr. Arthur Rudolph (23,858) and Mr. White (23,858). Each of these options, whether vested or unvested, was cancelled in connection with the Merger and converted into the right to receive the difference between the $55 per share merger consideration and the applicable exercise price of the option, without interest, less applicable withholding tax. The aggregate number of restricted stock unit awards outstanding at September 30, 2010 for each of the Directors was 457. Each of the restricted stock units, all of which were unvested, was terminated in connection with the Merger and converted into the right to receive the $55 per share merger consideration.

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PRINCIPAL STOCKHOLDERS

        Certain investment funds affiliated with The Carlyle Group own substantially all the outstanding equity of Holdings, our sole stockholder.

Company Common Stock

        Our common stock traded on the NYSE under the trading symbol "NTY" until October 1, 2010. Trading of our common stock on the NYSE was suspended upon the consummation of the Merger (see "Business—Carlyle Transaction") and the registration of our common stock under Section 12 of the Exchange Act was terminated. As of the date of this prospectus, there is one record holder of our common stock, and there is no public market for our common stock.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures for Review, Approval or Ratification of Related Person Transactions

        Our Code of Business Conduct requires our Directors, officers and employees to act in the best interests of the Company, regardless of personal relationships. To avoid actual or perceived conflicts of interests, the Board has implemented a written policy requiring the Board to review and approve all transactions in which any of the following persons had, has, or will have, a direct or indirect material interest:

•

any Director, nominee for Director, or executive officer;

•

any person we know beneficially owns more than 5% of our common stock;

•

any immediate family member of any Director, executive officer, or 5% beneficial owner; and

•

any entity in which any such person is employed or has a 5% or greater beneficial interest, or of which any such person is a partner or principal (or holds a similar position).

        The Board (excluding the interested Director, if any) is responsible for reviewing and approving these transactions. Except as disclosed below, no transactions required review during the last three Fiscal Years, and no proposed transactions are currently being considered.

        The Board will approve only those transactions that are in, or are not inconsistent with, the best interests of the Company.

Related Person Transactions

Consulting Agreement—Carlyle

        We entered into a consulting agreement with Carlyle under which we pay Carlyle a fee for consulting services Carlyle provides to us and our subsidiaries. Under this agreement, subject to certain conditions, we expect to pay an annual consulting fee to Carlyle of $3 million, will reimburse its out-of-pocket expenses and may pay Carlyle additional fees associated with other future transactions. Carlyle also received a one-time transaction fee of $30 million upon effectiveness of the Merger.

Consulting Agreement—Rudolph Management

        We paid $450,000 during each of Fiscal 2010, 2009 and 2008 to Rudolph Management Associates, Inc., under the Rudolph Consulting Agreement. Arthur Rudolph, father of Scott Rudolph and a director through October 1, 2010, is the President of Rudolph Management Associates, Inc. In addition, under this Consulting Agreement, Arthur Rudolph receives certain health, hospitalization and similar benefits provided to our executives and a car allowance. The aggregate value of these benefits was $34,013 during Fiscal 2010.

Employment Agreements

        See "Executive Compensation—Employment Agreements," for a description of the employment agreements with our named executive officers. We may enter into or modify employment agreements with certain of these officers.

Sales Commissions

        During Fiscal 2010, Gail Radvin, Inc., a corporation wholly owned by Gail Radvin, received sales commissions from us totaling approximately $721,000 for sales in certain foreign countries. Gail Radvin is the aunt of Scott Rudolph, Chairman of the Company. The entity also received sales commissions of $645,000 and $791,000 in Fiscal 2009 and 2008, respectively. During the quarter ended December 31,

129

2010, the commission agreement was terminated. The entity received sales commissions of $160,000 for the quarter ended December 31, 2010 and a final payment of $47,000 in January 2011.

Employees Related to Our Directors and Officers

        In addition to the sales commissions described above, we employ certain members of the immediate family (as defined in Item 404 of Regulation S-K) of Scott Rudolph, our Chairman and former CEO. During Fiscal 2010, two immediate family members of Scott Rudolph (excluding Hans Lindgren, whose compensation is described above) received aggregate compensation and fringe benefits from us totaling $1,689,954, of which $717,861 was paid to Robert Silverman and $972,093 was paid to Albert Anastasi, for services they rendered as associates of the Company.

        We also employ certain members of the immediate family of Glenn Schneider (an officer of the Company). During Fiscal 2010, two of Mr. Schneider's immediate family members received aggregate compensation and fringe benefits from us totaling $1,266,798, of which $454,084 was paid to Darren Schneider and $812,714 was paid to Jeffrey Schneider, for services they rendered as associates of the Company.

        During Fiscal 2009, Robert Silverman, Albert Anastasi, Darren Schneider and Jeffrey Schneider received aggregate compensation and fringe benefits from us totaling, $782,309, $738,147, $438,519 and $671,781, respectively.

        During Fiscal 2008, Robert Silverman, Albert Anastasi, Darren Schneider and Jeffrey Schneider received aggregate compensation and fringe benefits from us totaling, $342,000, $841,000, $272,000 and $838,000, respectively.

        In addition, during the 2010, 2009 and 2008 Fiscal Years, the son-in-law of Aram Garabedian (a former director of the Company) was a sales representative for the Company, and received total compensation of approximately $75,000, $71,000 and $68,000, respectively.

Vitamin World Lease

        One Vitamin World store leased approximately 1,500 square feet of retail space in a shopping mall owned by a partnership in which members of the extended family of Aram Garabedian, a former Director of the Company, have an aggregate 35% income interest. Mr. Garabedian serves as a co-managing partner of this shopping mall. The lease terminated in March 2010. During the 2010, 2009 and 2008 Fiscal Years, aggregate payments of base rent were approximately $41,000, $82,000 and $75,000, respectively, and additional rent (including a pro-rata portion of real estate taxes), and all other charges under this lease were approximately $28,000, $54,000 and $52,000, respectively.

Compensation Committee Interlocks and Insider Participation

        As of September 30, 2010, the Compensation Committee consisted of Neil H. Koenig, Glenn Cohen and Aram G. Garabedian. Mr. Garabedian was an officer of Arco Pharmaceuticals, Inc., the Company's predecessor, until 1986. One Vitamin World store leased approximately 1,500 square feet of retail space in a shopping mall that is owned by an entity in which members of Mr. Garabedian's extended family have an aggregate 35% income interest and for which Mr. Garabedian serves as a co-managing partner. The lease was terminated in March 2010. During Fiscal 2010, aggregate payments of base rent (approximately $41,000) and additional rent, including a pro-rata portion of real estate taxes, and all other charges under this lease (approximately $28,000) totaled approximately $69,000. In addition, Mr. Garabedian's son-in-law is a sales representative for the Company, and received total compensation of approximately $75,000 during Fiscal 2010. No other member of the Compensation Committee had a relationship during Fiscal 2010 requiring disclosure under Item 404 of Regulation S-K.

        During Fiscal 2010, none of our executive officers served as a member of the board or compensation committee of any other company that has one or more executive officers serving as a member of our Board or Compensation Committee.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a description of our material indebtedness, other than the outstanding notes. The terms of the outstanding notes are substantially identical to the terms of the exchange notes. See "Description of Exchange Notes." The following summary is qualified in its entirety by reference to the Credit Agreement, which has been filed as an exhibit to the Registration Statement.

Senior Secured Credit Facilities

        On October 1, 2010, we refinanced our previously existing senior credit facilities with the senior secured credit facilities. On March 1, 2011, the senior secured credit facilities, for which Barclays Bank PLC serves as administrative agent, were amended and now consist of a $200 million revolving credit facility and a $1.75 billion term loan B-1 facility.

        Subject to certain conditions, subsequent to the closing date, without consent of the existing lenders but subject to the receipt of commitments, the term B-1 credit facility or the revolving credit facility may be expanded (or a new term loan facility added) by up to $500 million in aggregate additional commitments (of which no more than $100 million will be under the revolving credit facility).

Amortization

        The term loan B-1 will begin amortizing on March 31, 2011 in equal quarterly installments of $4,375,000 paid on each quarter end thereafter, with the remainder payable at maturity.

Maturity

        The term loan B-1 facility will mature on October 1, 2017; and the revolving credit facility will mature on October 1, 2015.

Interest

        Interest on borrowings under the facilities is calculated, at our option, at a base rate plus an applicable margin or a Eurodollar rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1% and a base rate floor of 2%.

Guarantees; Security

        Our obligations under our senior secured credit facilities are guaranteed by Holdings and all our wholly owned domestic restricted subsidiaries, subject to certain exceptions. Such obligations and guarantees are secured by a pledge of all our capital stock, all the capital stock of our wholly owned domestic restricted subsidiaries, and 65% of the capital stock of our first-tier foreign subsidiaries, as well as a security interest in all our assets and those of our wholly owned domestic restricted subsidiaries, in each case subject to certain exceptions.

Covenants

        The senior secured credit facilities also place certain restrictions upon our, and our restricted subsidiaries', ability to, among other things:

•

incur additional indebtedness;

•

incur liens or guarantee obligations;

•

pay dividends and make other distributions;

•

make investments and enter into joint ventures;

131

•

dispose of assets; and

•

engage in transactions with affiliates except on an arms-length basis.

        In addition, under the senior secured credit facilities, we and our restricted subsidiaries cannot exceed the Total Senior Secured Leverage Ratio, as defined below, if at any time amounts are outstanding under the revolving credit facility (including swingline loans and letters of credit).

        Total Senior Secured Leverage Ratio means total consolidated funded senior secured debt of NBTY, Inc. and its restricted subsidiaries as of any date net of $150 million of unrestricted cash to Consolidated EBITDA, as defined in the Credit Agreement, for the most recent four fiscal quarters then ended. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Consolidated EBITDA" for an explanation of EBITDA and Consolidated EBITDA as used in the Credit Agreement. Under the Total Senior Secured Leverage Ratio, NBTY may not exceed the following ratios during the periods noted, as set forth below:

Calendar Year	March 31		June 30		September 30		December 31
2011		4.75:1.00		4.75:1.00		4.75:1.00		4.50:1.00
2012		4.50:1.00		4.50:1.00		4.50:1.00		4.25:1.00
2013		4.25:1.00		4.25:1.00		4.25:1.00		4.00:1.00
2014		4.00:1.00		4.00:1.00		4.00:1.00		3.75:1.00
2015		3.75:1.00		3.75:1.00		3.75:1.00		3.50:1.00
2016		3.50:1.00		3.50:1.00		3.50:1.00		3.25:1.00
2017		3.25:1.00		3.25:1.00		3.25:1.00		—

Events of Default; Change of Control

        Our senior secured credit facilities contain customary events of default (including payment defaults, cross-defaults to certain of our other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under our senior secured credit facilities would permit the lenders to accelerate the indebtedness and terminate the senior secured credit facilities.

        A change in control would occur if:

•

we cease to be a wholly owned subsidiary of Holdings, either directly or indirectly;

•

at any time prior to an initial public offering ("IPO"), certain permitted holders specified in the senior secured credit facilities cease to own, directly or indirectly, at least 50.1% of the equity interest of Holdings having voting power to designate a majority of the board of directors of Holdings ;

•

at any time after an IPO, (i) a majority of the seats on Holdings' board is occupied by persons who were neither nominated by the board of directors of Holdings nor appointed by directors so nominated nor receives the vote of the Sponsor, (ii) the specified permitted holders cease to own, directly or indirectly, at least 35% of the outstanding voting equity interests of Holdings or (iii) any person or group shall beneficially own a greater percentage of the then outstanding voting equity interests of Holdings than those held by the specified permitted holders; or

•

the occurrence of any "change of control" under and as defined in the indenture for our 9% senior notes dues 2018 or certain notes that may be hereinafter issued (including refunding indebtedness).

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DESCRIPTION OF EXCHANGE NOTES

        The exchange notes will be issued under the indenture, dated as of October 1, 2010, among NBTY, Inc., the Guarantors party thereto and Bank of New York Mellon ("BNYM"), as trustee, under which the existing outstanding notes were issued. The form and terms of the exchange notes and the outstanding notes are identical in all material respects, except that transfer restrictions, interest rate increase provisions and related registration rights applicable to the outstanding notes do not apply to the exchange notes. As used in this section, "outstanding notes" means the notes issued on October 1, 2010 under the indenture, "exchange notes" means the notes issued under the indenture in connection with this exchange offer, and "notes" refers to the outstanding notes and the exchange notes, collectively. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"), as in effect on the date of the indenture. The notes are subject to all such terms, and holders of the notes are referred to the indenture and the TIA for a statement of the terms therein. The following is a summary of the material terms and provisions of the indenture, is not complete and is qualified in its entirety by reference to the TIA and the indenture. We urge you to read the indenture and the notes because they, and not this description, define your rights as holders of the notes. A copy of the form of indenture has been filed as an exhibit to the Registration Statement. It is available upon request to NBTY and can be found on our corporate website at http://www.nbty.com. The definitions of certain capitalized terms are set forth under "—Certain Definitions" or as otherwise defined throughout this description. For purposes of this description, references to "NBTY," "we," "us," or "our" include only NBTY, Inc. and not its Subsidiaries.

General

        The outstanding notes were issued with an initial aggregate principal amount of $650 million. The exchange notes will be issued in like principal amount with respect to any and all outstanding notes properly tendered and not withdrawn before the expiration date. We may issue additional notes from time to time after the date of this prospectus without notice or the consent of holders of notes. Any offering of additional notes is subject to the covenants described below under the caption "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if any additional notes are not fungible with the notes for U.S. federal income tax purposes or securities law purposes, the additional notes will have a separate CUSIP number so long as they are not fungible. Except as otherwise specified herein, all references to the "notes" include additional notes.

        If a noteholder has given wire transfer instructions to us or the paying agent, the paying agent will pay all principal of, and, if applicable, interest and premium, if any, on, that noteholder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar unless we elect to make interest payments by check mailed to the holders of notes at their addresses set forth in the register of holders.

        The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes, and we may act as paying agent or registrar.

        The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Terms of the Notes

        The notes are senior unsecured obligations of NBTY and mature on October 1, 2018. Each note bears interest at a rate of 9% per annum from October 1, 2010 or from the most recent date to which interest has been paid or provided for, payable semi-annually to holders of record at the close of business on the March 15 or September 15 immediately preceding the interest payment date on April 1 and October 1 of each year, commencing             , 2011.

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Optional Redemption

        On and after October 1, 2014, we may redeem the notes, at our option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each holder's registered address or otherwise in accordance with the procedures of the Depository Trust Company ("DTC"), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.500	%
2015		102.250	%
2016 and thereafter		100.000	%

        In addition, at any time before October 1, 2014, we may redeem the notes at our option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each holder's registered address or otherwise in accordance with DTC procedures, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Notwithstanding the foregoing, at any time and from time to time on or before October 1, 2013, we may redeem, in the aggregate, up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings (1) by us or (2) by Holdings or any other direct or indirect parent of NBTY, to the extent the net cash proceeds thereof are contributed to the common equity capital of NBTY or used to purchase Capital Stock (other than Disqualified Stock) of NBTY from it, at a redemption price (expressed as a percentage of the principal amount thereof) equal to 109%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) must remain outstanding after each such redemption; and provided, further, that such redemption will occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each noteholder being redeemed and otherwise in accordance with the procedures set forth in the indenture.

        In connection with any redemption of notes (including with the net cash proceeds of an Equity Offering), any such redemption, at NBTY's discretion, may be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice will state that, in our discretion, the redemption date may be delayed until such time as any or all such conditions are satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied by the redemption date, or by the redemption date so delayed.

        NBTY, or its affiliates, at any time and from time to time, may purchase notes or our other indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or in one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as NBTY, or any such affiliates, may determine.

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Selection

        In the case of any partial redemption, selection of the notes for redemption will be made in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, on a pro rata basis (and in such manner as complies with applicable legal requirements); provided, that the selection of notes for redemption will not result in a noteholder with a principal amount of notes less than the minimum denomination to the extent practicable. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as NBTY has deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest and additional interest (if any) on, the notes to be redeemed.

Ranking

        The notes are senior unsecured obligations of NBTY and rank:

•

equally in right of payment with all existing and future senior Indebtedness of NBTY;

•

senior in right of payment to any future subordinated Indebtedness of NBTY;

•

effectively subordinated to any Secured Indebtedness of NBTY (including Indebtedness under the Credit Agreement) to the extent of the value of the assets securing such Indebtedness; and

•

structurally subordinated to all liabilities (including Indebtedness and trade payables) of any non-Guarantor Subsidiaries.

        At December 31, 2010, we had approximately $2.4 billion of Indebtedness on a consolidated basis (including the notes), of which approximately $1.75 billion was secured. In addition, the revolving credit facility under the Credit Agreement provides commitments of $200 million and is unutilized.

        NBTY is a holding company with limited direct operations. All our operations are conducted through our Subsidiaries. Unless the Subsidiary is a Guarantor, claims of creditors of such Subsidiaries, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiaries generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of NBTY, including noteholders. The notes, therefore, will be structurally subordinated to claims of creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries that are not Guarantors. Although the indenture contains limitations on the amount of additional Indebtedness which NBTY and its Subsidiaries may incur, such limitations are subject to a number of significant qualifications.

Guarantees

        Each of NBTY's Restricted Subsidiaries that is a guarantor under the Credit Agreement jointly and severally irrevocably and unconditionally guarantee on a senior unsecured basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all Obligations of NBTY under the indenture and the notes (including interest which, but for the filing of a petition in bankruptcy with respect to NBTY, would have accrued on any Obligation, whether or not a claim is allowed against NBTY for such interest in the related bankruptcy proceeding) to the holders and the Trustee, whether for payment of principal of, premium, if any, or interest or additional interest on the notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein called the "Guaranteed Obligations").

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        Each Guarantee of a Guarantor will rank:

•

equally in right of payment with all existing and future senior Indebtedness of such Guarantor;

•

senior in right of payment to any future subordinated Indebtedness of such Guarantor;

•

effectively subordinated to all Secured Indebtedness of such Guarantor to the extent of the value of the assets securing such Indebtedness, including such Guarantor's guarantee of the Credit Agreement; and

•

structurally subordinated to any Indebtedness or Obligations of any of such Guarantor's non-Guarantor Subsidiaries.

        Each Guarantee will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the indenture or the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. After the Issue Date, NBTY will cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a Receivables Subsidiary or is already a Guarantor) that guarantees Indebtedness of NBTY or any of its Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture under which such Restricted Subsidiary will guarantee performance and payment of the notes on the same senior unsecured basis. See "—Certain Covenants—Future Guarantors."

        Each Guarantee is a continuing guarantee and, subject to the next succeeding paragraph, will:

        (1)   remain in full force and effect until payment in full of all the Guaranteed Obligations;

        (2)   be binding upon each such Guarantor and its successors and assigns; and

        (3)   inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

        A Guarantee of a Guarantor will be automatically released and discharged upon:

        (a)   the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with the indenture,

        (b)   NBTY designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under "—Certain Covenants—Limitation on Restricted Payments" and the definition of "Unrestricted Subsidiary,"

        (c)   in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the notes under the covenant described under "—Certain Covenants—Future Guarantors," the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of NBTY or any Restricted Subsidiary of NBTY or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the notes, except if a release or discharge is by or as a result of payment under such other guarantee,

        (d)   NBTY's exercise of its legal defeasance option or covenant defeasance option as described under "—Defeasance," or if NBTY's obligations under the indenture are discharged in accordance with the terms of the indenture, or

        (e)   upon the release or discharge of the guarantee by such Guarantor of the obligations under the Credit Agreement, except a discharge or release by or as a result of payment under such guarantee.

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A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Credit Agreement or other exercise of remedies in respect thereof.

        On the Issue Date, all our Domestic Subsidiaries (other than non-Wholly Owned Subsidiaries, certain receivables financing Subsidiaries, certain immaterial Subsidiaries and certain holding companies of Foreign Subsidiaries) were Guarantors. Subsidiaries that are not Guarantors accounted for approximately $833 million, or 29%, of our net sales for fiscal year ended September 30, 2010 and approximately $223 million, or 30% of our net sales for the three months ended December 31, 2010, and approximately $1,162 million, or 24%, of our total assets, and approximately $110 million, or 3%, of our total liabilities, in each case, as of December 31, 2010 (all amounts presented exclude intercompany balances).

Change of Control

        Upon the occurrence of any of the following events (each, a "Change of Control"), each holder will have the right to require NBTY to purchase all or any part of such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent NBTY has previously elected to redeem notes as described under "—Optional Redemption":

        (1)   the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of NBTY and its Subsidiaries, taken as a whole, to a Person other than one or more of the Permitted Holders; or

        (2)   Holdings becomes aware of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Equity Interests or otherwise, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision, except that a Person will be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of Voting Stock of NBTY representing 50% or more of the total voting power of the Voting Stock of NBTY.

        Within 30 days following any Change of Control, except to the extent that NBTY has exercised its right to redeem the notes as described under "—Optional Redemption," NBTY will mail a notice (a "Change of Control Offer") to each holder with a copy to the Trustee describing:

        (1)   that a Change of Control has occurred and that such holder has the right to require NBTY to purchase such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

        (2)   the transaction or transactions that constitute such Change of Control;

        (3)   the purchase date (which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

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        (4)   the instructions determined by NBTY, consistent with this covenant, that a holder must follow in order to have its notes purchased.

        NBTY will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by NBTY and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control.

        We will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes under this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this paragraph by virtue of such compliance.

        This Change of Control purchase provision is a result of negotiations between us and the initial purchasers of the outstanding notes. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings.

        The occurrence of events which would constitute a Change of Control would constitute a default under the Credit Agreement. Future Indebtedness may also contain prohibitions on certain events which would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require NBTY to repurchase the notes could cause a default under such senior Indebtedness, even if the Change of Control itself does not, due to the financial effect of such purchase on NBTY. Finally, NBTY's ability to pay cash to the holders upon a purchase may be limited by NBTY's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases.

        The definition of "Change of Control" includes a phrase relating to the sale, lease or transfer of "all or substantially all" the assets of NBTY and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a noteholder to require NBTY to purchase such notes as a result of a sale, lease or transfer of less than all the assets of NBTY and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions under the indenture relating to NBTY's obligation to make an offer to purchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Certain Covenants

        Set forth below are summaries of certain covenants contained in the indenture. If on any date following the Issue Date (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension

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Event"), NBTY and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, the "Suspended Covenants"):

        (1)   "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (2)   "—Limitation on Restricted Payments";

        (3)   "—Dividend and Other Payment Restrictions Affecting Subsidiaries";

        (4)   "—Asset Sales";

        (5)   "—Transactions with Affiliates"; and

        (6)   clause (4) of the first paragraph of "—Merger, Consolidation or Sale of All or Substantially All Assets."

        If NBTY and its Restricted Subsidiaries are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then NBTY and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the indenture with respect to future events.

        The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period." Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds will be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by NBTY or any of its Restricted Subsidiaries before such reinstatement will give rise to a Default or Event of Default under the indenture with respect to the notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under the caption "—Limitation on Restricted Payments" had been in effect before, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued under clause (c) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock." In addition, for purposes of the covenant described under "—Transactions with Affiliates," all agreements and arrangements entered into by Holdings and any Restricted Subsidiary with an Affiliate of NBTY during the Suspension Period before such Reversion Date will be deemed to have been entered into on or before the Issue Date and for purposes of the covenant described under "—Dividend and Other Payment Restrictions Affecting Subsidiaries," all contracts entered into during the Suspension Period before such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date.

        There can be no assurance that the notes will ever achieve or maintain an Investment Grade Rating.

        NBTY is required to provide an Officer's Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on NBTY and its Subsidiaries' future compliance with their covenants or (iii) notify the holders of any Covenant Suspension Event or Reversion Date.

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        Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.    The indenture provides that:

        (1)   NBTY will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

        (2)   NBTY will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock;

provided, however, that NBTY and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary that is a Guarantor may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of NBTY and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and Disqualified Stock or Preferred Stock that may be issued under the foregoing by Restricted Subsidiaries that are not Guarantors of the notes will not exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets at the time of incurrence, at any one time outstanding.

        The foregoing limitations will not apply to (collectively, "Permitted Debt"):

        (a)   the incurrence by NBTY or its Restricted Subsidiaries of Indebtedness under any Credit Agreement, the guarantees thereof and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount not to exceed $2,300.0 million outstanding at any one time, less the aggregate amount of all permanent reductions of Indebtedness thereunder as a result of principal payments actually made with Net Cash Proceeds from Asset Sales;

        (b)   the incurrence by NBTY and the Guarantors of Indebtedness represented by the notes (not including any additional notes) and the Guarantees, as applicable (including exchange notes and guarantees thereof);

        (c)   Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (a) and (b) and other than any Indebtedness repaid or irrevocably defeased on the Issue Date as part of the Transactions);

        (d)   Indebtedness (including, without limitation, Capitalized Lease Obligations and mortgage financings as purchase money obligations) incurred by NBTY or any of its Restricted Subsidiaries, Disqualified Stock issued by NBTY or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of NBTY to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of NBTY or its Restricted Subsidiaries or in a Similar Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference, including all Indebtedness incurred and Disqualified Stock or Preferred Stock issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred and Disqualified Stock or Preferred Stock issued under this clause (d), not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets at the time of incurrence, at any one time outstanding;

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        (e)   Indebtedness incurred by NBTY or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

        (f)    indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Subsidiary of NBTY in accordance with the terms of the indenture not exceeding the proceeds of such disposition, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

        (g)   Indebtedness of NBTY to a Restricted Subsidiary; provided that (x) such Indebtedness will be subordinated to NBTY's Obligations with respect to the notes and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to NBTY or another Restricted Subsidiary) will be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (g);

        (h)   shares of Preferred Stock of a Restricted Subsidiary issued to NBTY or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to NBTY or another Restricted Subsidiary) will be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (h);

        (i)    Indebtedness of a Restricted Subsidiary to NBTY or another Restricted Subsidiary; provided that (x) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to NBTY or another Restricted Subsidiary) will be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (i);

        (j)    Hedging Obligations that are incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

        (k)   obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by NBTY or any Restricted Subsidiary in the ordinary course of business;

        (l)    Indebtedness or Disqualified Stock of NBTY or any Restricted Subsidiary of NBTY and Preferred Stock of any Restricted Subsidiary of NBTY in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred under this clause (l), does not exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets at the time of incurrence, at any one time outstanding;

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        (m)  any guarantee by NBTY or a Restricted Subsidiary of Indebtedness or other obligations of NBTY or any of its Restricted Subsidiaries so long as the incurrence of such Indebtedness or other obligations by NBTY or such Restricted Subsidiary is permitted under the terms of the indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness will be subordinated in right of payment to such Guarantor's Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes or the Guarantee of such Restricted Subsidiary, as applicable;

        (n)   the incurrence by NBTY or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of NBTY that serves to refund, refinance, replace, redeem, repurchase, retire or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (b), (c), (n), (o) and (r) of this paragraph or any Indebtedness, Disqualified Stock or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums, fees and expenses in connection therewith (subject to the following proviso, "Refinancing Indebtedness") before its respective maturity; provided, however, that such Refinancing Indebtedness:

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired;

        (2)   has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired;

        (3)   to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness;

        (4)   is incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus (y) the amount of premium, fees and expenses incurred in connection with such refinancing; and

        (5)   will not include (x) Indebtedness of a Restricted Subsidiary of NBTY that is not a Guarantor that refinances Indebtedness of NBTY or a Guarantor, or (y) Indebtedness of NBTY or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

        (o)   Indebtedness, Disqualified Stock or Preferred Stock (i) of NBTY or any of its Restricted Subsidiaries incurred to finance an acquisition and (ii) of Persons that are acquired by NBTY or any of its Restricted Subsidiaries or merged into NBTY or a Restricted Subsidiary in accordance with the terms of the indenture; provided, however, that after giving effect to such acquisition and the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock, either:

        (1)   NBTY would be permitted to incur at least $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; or

        (2)   the Fixed Charge Coverage Ratio would be greater than immediately before such acquisition;

        (p)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of

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business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

        (q)   Indebtedness of NBTY or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued under the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

        (r)   Contribution Indebtedness;

        (s)   Indebtedness of NBTY or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

        (t)    Indebtedness of Foreign Subsidiaries of NBTY in an amount not to exceed the greater of (x) $100.0 million or (y) 2.25% of Total Assets at the time of such incurrence, at any one time outstanding;

        (u)   Indebtedness of a joint venture to NBTY or any Guarantor and to the other holders of Equity Interests of such joint venture, so long as the percentage of the aggregate amount of such Indebtedness of such joint venture owed to such other holders of its Equity Interests does not exceed the percentage of the aggregate outstanding amount of the Equity Interests of such joint venture held by such other holders;

        (v)   Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to NBTY or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

        (w)  Indebtedness owed on a short-term basis to banks and other financial institutions incurred in the ordinary course of business of NBTY and the Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of NBTY and the Restricted Subsidiaries;

        (x)   Indebtedness consisting of Indebtedness issued by NBTY or any Restricted Subsidiary to future, current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of NBTY or any direct or indirect parent company of NBTY to the extent described in clause (4) of the second paragraph under the caption "—Limitation on Restricted Payments";

        (y)   customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

        (z)   Indebtedness incurred by a Restricted Subsidiary in connection with bankers' acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm's-length commercial terms;

        (aa) Indebtedness incurred by NBTY or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to defease or satisfy and discharge the notes in accordance with the indenture;

        (bb) guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates; and

        (cc) the incurrence by NBTY or any Restricted Subsidiary of Indebtedness consisting of guarantees of Indebtedness incurred by Permitted Joint Ventures; provided that the aggregate principal amount of Indebtedness Guaranteed under this clause (cc) does not at any one time outstanding exceed $50.0 million.

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        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be incurred under the first paragraph of this covenant, NBTY will, in its sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant; provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred under clause (a) and NBTY will not be permitted to reclassify all or any portion of such Indebtedness. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness, provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar-equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

        Limitation on Restricted Payments.    The indenture provides that NBTY will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of NBTY's or any of its Restricted Subsidiaries' Equity Interests, including any payment made in connection with any merger or consolidation involving NBTY (other than (A) dividends or distributions by NBTY payable solely in Equity Interests (other than Disqualified Stock) of NBTY; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, NBTY or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

        (2)   purchase or otherwise acquire or retire for value any Equity Interests of NBTY or Holdings or any other direct or indirect parent of NBTY;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case before any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the

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date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (g) and (i) of the definition of "Permitted Debt"; or

        (4)   make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof;

        (b)   immediately after giving effect to such transaction on a pro forma basis, NBTY could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and

        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by NBTY and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication;

        (1)   50% of the Consolidated Net Income of NBTY for the period (taken as one accounting period) from October 1, 2010 to the end of NBTY's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus

        (2)   100% of the aggregate net proceeds, including cash and the Fair Market Value of assets other than cash, received by NBTY after the Issue Date from the issue or sale of Equity Interests of NBTY (other than Excluded Equity), including such Equity Interests issued upon exercise of warrants or options; plus

        (3)   100% of the aggregate amount of contributions to the capital of NBTY received in cash and the Fair Market Value of property other than cash after the Issue Date (other than Excluded Equity); plus

        (4)   the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of NBTY or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by NBTY or any Restricted Subsidiary (other than to the extent such employee stock ownership plan or trust has been funded by NBTY or any Restricted Subsidiary)) which has been converted into or exchanged for Equity Interests in NBTY or Holdings or any other direct or indirect parent of NBTY (other than Excluded Equity); plus

        (5)   100% of the aggregate amount received by NBTY or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by NBTY or any Restricted Subsidiary from:

        (A)  the sale or other disposition (other than to NBTY or a Subsidiary of NBTY) of Restricted Investments made by NBTY and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from NBTY and its Restricted Subsidiaries by any Person (other than NBTY or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made under clause (7) or (10) of the next succeeding paragraph),

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        (B)  the sale (other than to NBTY or a Restricted Subsidiary or an employee stock ownership plan or trust established by NBTY or any Restricted Subsidiary (other than to the extent such employee stock ownership plan or trust has been funded by NBTY or any Restricted Subsidiary)) of the Capital Stock of an Unrestricted Subsidiary; or

        (C)  any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus

        (6)   in the event any Unrestricted Subsidiary of NBTY has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, NBTY or a Restricted Subsidiary of NBTY, in each case after the Issue Date, the Fair Market Value of the Investment of NBTY in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made under clause (7) or (10) of the next succeeding paragraph or constituted a Permitted Investment).

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of the indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") of NBTY or Holdings or any other direct or indirect parent of NBTY, or Subordinated Indebtedness of NBTY or any Guarantor, in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of NBTY or Holdings or any other direct or indirect parent of NBTY or contributions to the equity capital of NBTY (other than Excluded Equity) (collectively, including any such contributions, "Refunding Capital Stock"); and (b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of NBTY or to an employee stock ownership plan or any trust established by NBTY or any of its Subsidiaries) of Refunding Capital Stock;

        (3)   the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of NBTY or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness thereof;

        (4)   the purchase, retirement, redemption or other acquisition (or dividends to Holdings or any other direct or indirect parent of NBTY to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of NBTY or Holdings or any other direct or indirect parent of NBTY held by any future, present or former employee, director or consultant of NBTY or Holdings or any other direct or indirect parent of NBTY or any Subsidiary of NBTY (or their permitted transferees) under any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (4) will not exceed (x) $10.0 million in any calendar year or (y) subsequent to the consummation of an underwritten public Equity Offering of common stock of NBTY or Holdings or any other direct or indirect parent of NBTY or any Subsidiary of NBTY (an "IPO"), $20.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next two succeeding calendar years up to a maximum of

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(1) $15.0 million in the aggregate in any calendar year or (2) subsequent to the consummation of an IPO, $25.0 million in any calendar year); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds received by NBTY or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Excluded Equity) of NBTY or Holdings or any other direct or indirect parent of NBTY (to the extent contributed to NBTY) to members of management, directors or consultants of NBTY and its Restricted Subsidiaries or Holdings or any other direct or indirect parent of NBTY that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the immediately preceding paragraph); plus

        (b)   the cash proceeds of key man life insurance policies received by NBTY or Holdings or any other direct or indirect parent of NBTY (to the extent contributed to NBTY) and its Restricted Subsidiaries after the Issue Date

(provided that NBTY may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year); in addition, cancellation of Indebtedness owing to NBTY from any current or former officer, director or employee (or any permitted transferees thereof) of NBTY or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of NBTY from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the indenture;

        (5)   the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of NBTY or any of its Restricted Subsidiaries and any Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (6)   the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock and the declaration and payment of dividends to Holdings or any other direct or indirect parent of NBTY, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of Holdings or any other direct or indirect parent of NBTY issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of NBTY and its Restricted Subsidiaries would have been at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid under this clause (6) does not exceed the net cash proceeds actually received by NBTY from the sale (or the contribution of the net cash proceeds from the sale) of Designated Preferred Stock;

        (7)   any Restricted Payments made in connection with the consummation of the Transactions or as contemplated by the Merger Agreement, including any payments or loans made to Holdings or any other direct or indirect parent to enable it to make any such payments, and the satisfaction and discharge of the notes outstanding immediately before the consummation of the Transactions;

        (8)   the payment of dividends on NBTY's common stock (or the payment of dividends to Holdings or any other direct or indirect parent of NBTY to fund the payment by Holdings or any other direct or indirect parent of NBTY of dividends on such entity's common stock) of up to 6.0% per annum of the net cash proceeds received by NBTY from any public offering of common

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stock or contributed to NBTY by Holdings or any other direct or indirect parent of NBTY from any public offering of common stock;

        (9)   Restricted Payments that are made with Excluded Contributions;

        (10) other Restricted Payments in an aggregate amount not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets, at the time of such Restricted Payment, at any one time outstanding;

        (11) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of NBTY and its Restricted Subsidiaries under provisions similar to those described under "—Change of Control" and "—Asset Sales"; provided that, before such payment, purchase, redemption, defeasance or other acquisition or retirement for value, NBTY (or a third party to the extent permitted by the indenture) has made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

        (12) for so long as NBTY is a member of a group filing a consolidated or combined income tax return with Holdings or any other direct or indirect parent of NBTY, the payment of dividends or other distributions to Holdings or such other direct or indirect parent of NBTY in amounts required for Holdings or such other parent company to pay federal, state and local income taxes imposed on such entity to the extent such income taxes are attributable to the income of NBTY and its Subsidiaries; provided, however, that (i) the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that NBTY and its Subsidiaries that are members of such consolidated or combined group would have been required to pay in respect of federal, state and local income taxes (as the case may be) in respect of such year if NBTY and its Subsidiaries paid such income taxes directly as a stand-alone consolidated or combined income tax group (reduced by any such taxes paid directly by NBTY or any Subsidiary) and (ii) the permitted payment under this clause (12) with respect to any taxes attributable to income of any Unrestricted Subsidiary for any taxable period will be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to NBTY or any Restricted Subsidiary for the purposes of paying such consolidated, combined or similar taxes;

        (13) the payment of dividends, other distributions or other amounts to, or the making of loans to Holdings or any other direct or indirect parent, in the amount required for such entity to, if applicable:

        (a)   pay amounts equal to the amounts required for Holdings or any other direct or indirect parent of NBTY to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any other direct or indirect parent of NBTY, if applicable, and general corporate operating and overhead expenses of Holdings or any other direct or indirect parent of NBTY, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of NBTY and its Subsidiaries;

        (b)   pay, if applicable, amounts equal to amounts required for Holdings or any direct or indirect parent of Holdings to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to NBTY (other than as Excluded Equity) and that has been guaranteed by, and is otherwise considered Indebtedness of, NBTY or any Restricted Subsidiary incurred in accordance with the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

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        (c)   pay fees and expenses incurred by Holdings or any other direct or indirect parent, other than to Affiliates of NBTY, related to any unsuccessful equity or debt offering of such parent; and

        (d)   payments to the Sponsor (a) under the Management Agreement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the holders of the notes in any material respect than the Management Agreement as in effect on the Issue Date) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, including in connection with the consummation of the Transactions, which payments are (x) made under agreements with the Sponsor described in this prospectus or (y) approved by a majority of the Board of Directors of NBTY in good faith;

        (14) the payment of cash dividends or other distributions on NBTY's Capital Stock used to, or the making of loans to Holdings or any other direct or indirect parent of NBTY to, fund the payment of fees and expenses owed by NBTY or Holdings or any other direct or indirect parent of NBTY, as the case may be, or Restricted Subsidiaries of NBTY to Affiliates, in each case to the extent permitted by the covenant described under "—Transactions with Affiliates";

        (15) (i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

        (16) purchases of receivables under a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

        (17) payments or distributions to satisfy dissenters' rights, in connection with a consolidation, merger or transfer of assets that complies with the provisions of the indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of NBTY;

        (18) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary of Holdings by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or cash equivalents); and

        (19) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of NBTY;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (4), (6), (8), (9), (10), (11) and (18), no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof.

        As of the Issue Date and the date of this prospectus, all of NBTY's Subsidiaries were Restricted Subsidiaries. NBTY will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except under the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by NBTY and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of "Investments." Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        For purposes of the covenant described above, if any Investment or Restricted Payment would be permitted under one or more provisions described above and/or one or more of the exceptions

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contained in the definition of "Permitted Investments," NBTY may divide and classify such Investment or Restricted Payment in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

        Dividend and Other Payment Restrictions Affecting Subsidiaries.    The indenture provides that NBTY will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

        (a)   (i) pay dividends or make any other distributions to NBTY or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to NBTY or any of its Restricted Subsidiaries;

        (b)   make loans or advances to NBTY or any of its Restricted Subsidiaries; or

        (c)   sell, lease or transfer any of its properties or assets to NBTY or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

        (1)   contractual encumbrances or restrictions in effect or entered into on the Issue Date, including under the Credit Agreement and the other documents relating to the Credit Agreement;

        (2)   the indenture, the outstanding notes and any exchange notes and guarantees thereof;

        (3)   applicable law or any applicable rule, regulation or order;

        (4)   any agreement or other instrument of a Person acquired by NBTY or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

        (5)   customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed under an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

        (6)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (7)   customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;

        (8)   purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business to the extent imposing restrictions of the nature discussed in clause (c) above on the property so acquired;

        (9)   customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (c) above on the property subject to such lease;

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        (10) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

        (11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of NBTY that is incurred subsequent to the Issue Date under the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect NBTY's ability to make anticipated principal or interest payment on the notes (as determined by NBTY in good faith);

        (12) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be incurred under the covenants described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Liens" to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;

        (13) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of NBTY or any Restricted Subsidiary in any manner material to NBTY or any Restricted Subsidiary or (y) materially affect NBTY's ability to make anticipated principal or interest payment on the notes (as determined by NBTY in good faith);

        (14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (15) Indebtedness of Foreign Subsidiaries permitted to be incurred under the provisions of the covenant described under the caption "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and

        (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of NBTY, no more restrictive as a whole with respect to such encumbrances or restrictions than before such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        For purposes of determining compliance with this covenant (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions before dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to NBTY or a Restricted Subsidiary of NBTY to other Indebtedness incurred by NBTY or any such Restricted Subsidiary will not be deemed a restriction on the ability to make loans or advances.

        Asset Sales.    The indenture provides that NBTY will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

        (1)   NBTY or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by NBTY) of the assets sold or otherwise disposed of; and

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        (2)   except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by NBTY or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; provided, however that the amount of:

        (a)   any liabilities (as shown on NBTY's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of NBTY or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets or Equity Interests under an agreement that releases or indemnifies NBTY or such Restricted Subsidiary, as the case may be, from further liability;

        (b)   any notes or other obligations or other securities or assets received by NBTY or such Restricted Subsidiary from such transferee that are converted by NBTY or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

        (c)   any Designated Non-cash Consideration received by NBTY or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received under this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 2.25% of Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

will each be deemed to be Cash Equivalents for the purposes of this clause (2).

        Within 365 days after NBTY's or any Restricted Subsidiary's receipt of the Net Cash Proceeds of any Asset Sale, NBTY or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option:

        (1)   to permanently reduce Obligations under any Secured Indebtedness and, in the case of revolving obligations thereunder, to correspondingly reduce commitments with respect thereto;

        (2)   to permanently reduce Obligations under (x) other Pari Passu Indebtedness of NBTY or the Guarantors (provided that if NBTY or any Guarantor will so reduce such Obligations under such other Pari Passu Indebtedness, NBTY will equally and ratably reduce Obligations under the notes if the notes are then redeemable at par or, if the notes are not redeemable at par, by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of notes that would otherwise be redeemed) or (y) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case, other than Indebtedness owed to NBTY or an Affiliate of NBTY (provided that in the case of any reduction of any revolving obligations under this clause (2), NBTY or such Restricted Subsidiary will effect a corresponding reduction of commitments with respect thereto);

        (3)   to an Investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of NBTY), assets, or property or capital expenditures, in each case used or useful in a Similar Business;

        (4)   to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of NBTY), properties or assets that replace the properties and assets that are the subject of such Asset Sale; or

        (5)   any combination of the foregoing;

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provided that NBTY and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (3) and (4) of this paragraph if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, NBTY has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clauses (3) and (4) of this paragraph, and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

        Pending the final application of any such Net Cash Proceeds, NBTY or such Restricted Subsidiary of NBTY may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. The indenture provides that any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the second paragraph of this covenant will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $30.0 million, NBTY will be required to make an offer (an "Asset Sale Offer") to all holders of notes and to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the indenture with respect to Asset Sales, to purchase the maximum principal amount of such notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the indenture. NBTY will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $30.0 million by mailing the notice required under the terms of the indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes and such other Indebtedness tendered in an Asset Sale Offer is less than the Excess Proceeds, NBTY may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and Pari Passu Indebtedness, as appropriate, surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee will select the notes and NBTY or its agent will select such other Indebtedness to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        NBTY will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the notes in an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, NBTY will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the indenture by virtue thereof.

        If more notes are tendered in an Asset Sale Offer than NBTY is required to purchase, selection of such notes for purchase will be made in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not listed, on a pro rata basis (and in such manner as complies with applicable legal requirements); provided, that the selection of notes for purchase will not result in a noteholder with a principal amount of notes less than the minimum denomination to the extent practicable.

        Notices of an Asset Sale Offer must be mailed by first class mail, postage prepaid, or sent electronically, at least 30, but not more than 60, days before the purchase date to each holder of notes at such holder's registered address or otherwise in accordance with DTC procedures. If any note is to be purchased only in part, any notice of purchase that relates to such note will state the portion of the principal amount thereof that has been or is to be purchased.

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        A new note in principal amount equal to the unpurchased portion of any note purchased in part will be issued in the name of the holder thereof upon cancellation of the original note. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest will cease to accrue on notes or portions thereof purchased.

        Transactions with Affiliates.    The indenture provides that NBTY will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of NBTY (each of the foregoing, an "Affiliate Transaction") involving aggregate consideration in excess of $10.0 million, unless:

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to NBTY or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by NBTY or such Restricted Subsidiary with an unrelated Person; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, NBTY delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of NBTY, approving such Affiliate Transaction and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (a) above.

        The foregoing provisions will not apply to the following:

        (1)(a)  transactions between or among NBTY and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of NBTY and Holdings or any other direct parent of NBTY, provided that such parent company will have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of NBTY and such merger or consolidation is otherwise in compliance with the terms of the indenture and effected for a bona fide business purpose;

        (2)(a)  Restricted Payments permitted by the indenture and (b) Permitted Investments;

        (3)   any employment agreements entered into by NBTY or any of its Restricted Subsidiaries in the ordinary course of business and the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of NBTY or any Restricted Subsidiary or Holdings or (to the extent relating to the business of NBTY and its Subsidiaries) any other direct or indirect parent of NBTY;

        (4)   transactions in which NBTY or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to NBTY or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (5)   payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business;

        (6)   any agreement as in effect as of the Issue Date (other than the Management Agreement) or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;

        (7)   the Management Agreement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the holders of the notes in any

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material respect than the Management Agreement as in effect on the Issue Date) or any transaction or payments (including reimbursement of out-of-pocket expenses) contemplated thereby;

        (8)   the existence of, or the performance by NBTY or any of its Restricted Subsidiaries of its obligations under the terms of, the Merger Agreement, any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto or similar transactions, arrangements or agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by NBTY or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or under any similar transaction, arrangement or agreement entered into after the Issue Date will only be permitted by this clause (8) to the extent that the terms of any such existing transaction, arrangement or agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, arrangement or agreement as in effect on the Issue Date;

        (9)(a)  transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, which are fair to NBTY and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of NBTY, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with Unrestricted Subsidiaries in the ordinary course of business;

        (10) any transaction effected as part of a Qualified Receivables Financing;

        (11) the sale or issuance of Equity Interests (other than Disqualified Stock) of NBTY;

        (12) payments by NBTY or any of its Restricted Subsidiaries to the Sponsor or any of its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made under agreements with the Sponsor described in this prospectus or (y) approved by a majority of the Board of Directors of NBTY in good faith;

        (13) any contribution to the capital of NBTY (other than Disqualified Stock);

        (14) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because NBTY or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of NBTY or any of its Subsidiaries other than NBTY or a Restricted Subsidiary will have a beneficial interest or otherwise participate in such Person;

        (15) transactions between NBTY or any of its Restricted Subsidiaries and any Person, a director of which is also a director of NBTY or Holdings or any other direct or indirect parent of NBTY; provided, however, that such director abstains from voting as a director of NBTY or such direct or indirect parent of NBTY, as the case may be, on any matter involving such other Person;

        (16) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (12) of the second paragraph of the covenant described under "—Limitation on Restricted Payments";

        (17) transactions to effect the Transactions and the payment of all transaction, underwriting, commitment and other fees and expenses related to the Transactions;

        (18) pledges of Equity Interests of Unrestricted Subsidiaries;

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        (19) the issuances of securities or other payments, awards or grants in cash, securities or otherwise under, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of NBTY or of a Restricted Subsidiary of NBTY, as appropriate, in good faith;

        (20) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by NBTY or any of its Restricted Subsidiaries with current, former or future officers and employees of NBTY, Holdings or any of their respective Restricted Subsidiaries and the payment of compensation to officers and employees of NBTY, Holdings or any of their respective Restricted Subsidiaries (including amounts paid under employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

        (21) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of NBTY or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

        (22) the existence of, or the performance by NBTY or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future; and

        (23) investments by the Sponsor in securities of NBTY or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Sponsor in connection therewith).

        Liens.    The indenture provides that NBTY will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of NBTY or such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, that secures any Obligations of NBTY or such Restricted Subsidiary, unless (1) in the case of Liens securing Subordinated Indebtedness, the notes or any applicable Guarantee is secured by a Lien on such assets of NBTY or such Restricted Subsidiary and proceeds thereof that is senior in priority to such Liens; or (2) in all other cases, the notes or the applicable Guarantee is equally and ratably secured with or before such Obligation with a Lien on the same assets of NBTY or such Restricted Subsidiary, as the case may be.

        The preceding paragraph will not require NBTY or any Restricted Subsidiary of NBTY to secure the notes if the relevant Lien consists of a Permitted Lien. Any Lien which is granted to secure the notes or such Guarantee under the preceding paragraph will be automatically released and discharged at the same time as the release of the Lien (other than a release following enforcement of remedies in respect of such Lien or the Obligations secured by such Lien) that gave rise to the obligation to secure the notes or such Guarantee under the preceding paragraph.

        Reports and Other Information.    The indenture provides that notwithstanding that NBTY may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting under rules and regulations promulgated by the SEC, NBTY will file with the SEC, and provide the Trustee and holders with copies thereof, without cost to each holder:

        (1)   within 90 days after the end of each fiscal year (other than for the fiscal year ended September 30, 2010, which will be 105 days after the end of such fiscal year) (or such longer period as may be permitted by the SEC if NBTY were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management's discussion and analysis of financial information,

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        (2)   within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if NBTY were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10-Q containing the information required to be contained therein (or any successor or comparable form) including, without limitation, a management's discussion and analysis of financial information, and

        (3)   within the time period specified for filing current reports on Form 8-K by the SEC, such other reports on Form 8-K (or any successor or comparable form);

provided, however, that NBTY is not obligated to file such reports with the SEC before the effectiveness of this Registration Statement, during which time it will put such information on its website, in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time it would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates).

        For so long as NBTY has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required to be provided will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the management's discussion and analysis of financial information, of the financial condition and results of operations of NBTY and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of NBTY.

        In addition, to the extent not satisfied by the foregoing, NBTY will agree that, for so long as any notes are outstanding, it will furnish to holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Notwithstanding the foregoing, NBTY will be deemed to have furnished such reports referred to above to the Trustee and the holders if NBTY or any direct or indirect parent of NBTY (including Holdings) has filed such reports with the SEC through the EDGAR (or successor) filing system and such reports are publicly available.

        So long as notes are outstanding, NBTY also will:

        (a)   as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by clauses (1) and (2) of the first paragraph of this "Reports and Other Information" covenant, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

        (b)   post to its website and on IntraLinks or any comparable password-protected online data system, which will require a confidentiality acknowledgment (but not restrict the recipients of such information in trading of securities of NBTY or its affiliates), before the date of the conference call required to be held in accordance with clause (a) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or informing holders of notes, prospective investors, market makers affiliated with any Initial Purchaser and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information.

        Future Guarantors.    If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement of NBTY or (b) NBTY otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, NBTY will cause such Restricted Subsidiary, within 20 business days of the date that such Indebtedness has been guaranteed, to execute and deliver to the

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Trustee a supplemental indenture in form and substance satisfactory to the Trustee under which such Restricted Subsidiary will become a Guarantor under the indenture governing the notes.

        Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

        Each Guarantee will be released in accordance with the provisions of the indenture described under "—Guarantees."

Merger, Consolidation or Sale of All or Substantially All Assets

        The indenture provides that NBTY may not consolidate or merge with or into or wind up into (whether or not NBTY is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the Merger) unless:

        (1)   NBTY is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than NBTY) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (NBTY or such Person, as the case may be, being herein called the "Successor Company") and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under such laws;

        (2)   the Successor Company (if other than NBTY) expressly assumes all the obligations of NBTY under the indenture and the notes under supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either

        (a)   the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or

        (b)   the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for NBTY and its Restricted Subsidiaries immediately before such transaction;

        (5)   if the Successor Company is other than NBTY, each Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person's obligations under the indenture and the notes; and

        (6)   NBTY will have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with the indenture.

        The Successor Company (if other than NBTY) will succeed to, and be substituted for, NBTY under the indenture and the notes, and NBTY will automatically be released and discharged from its obligations under the indenture and the notes. Notwithstanding the foregoing clauses (3) and (4),

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(a) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to NBTY, and (b) NBTY may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing NBTY in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness of NBTY and its Restricted Subsidiaries is not increased thereby.

        The indenture further provides that subject to certain limitations in the indenture governing release of a Guarantee upon the sale or disposition of a Restricted Subsidiary of NBTY that is a Guarantor, each Guarantor will not, and NBTY will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Merger) unless:

        (1)   either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Guarantor") and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the indenture and such Guarantor's Guarantee under a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee or (b) such sale or disposition or consolidation or merger is not in violation of the covenant described under "—Certain Covenants—Asset Sales";

        (2)   immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default will have occurred and be continuing; and

        (3)   the Successor Guarantor (if other than such Guarantor) will have delivered or caused to be delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

        Subject to certain limitations described in the indenture, the Successor Guarantor will succeed to, and be substituted for, such Guarantor under the indenture and such Guarantor's Guarantee, and such Guarantor will automatically be released and discharged from its obligations under the indenture and such Guarantor's Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) a Guarantor may merge or consolidate with another Guarantor or NBTY and (3) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

Defaults

        An Event of Default will be defined in the indenture as:

        (1)   a default in any payment of interest on any note when due continued for 30 days,

        (2)   a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration or otherwise,

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        (3)   the failure by NBTY or any of its Restricted Subsidiaries to comply for 60 days after written notice with any of its other agreements contained in the notes or the indenture,

        (4)   the failure by NBTY or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to NBTY or a Restricted Subsidiary of NBTY) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $45.0 million or its foreign currency equivalent (the "cross-acceleration provision"),

        (5)   certain events of bankruptcy or insolvency of NBTY or a Significant Subsidiary (the "bankruptcy provisions"),

        (6)   failure by NBTY or any Significant Subsidiary to pay final and non-appealable judgments aggregating in excess of $45.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent insurance companies), which judgments are not discharged, waived or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the "judgment default provision"), or

        (7)   the Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof), or any Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the indenture or the release of any such Guarantee in accordance with the indenture, and such Default continues for 10 days.

        The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or under any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

        However, a default under clause (3) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of notes then outstanding notify NBTY of the default and NBTY does not cure such default within the time specified in clause (3) hereof after receipt of such notice.

        If an Event of Default (other than a Default relating to certain events of bankruptcy or insolvency of NBTY) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of notes then outstanding by written notice to NBTY may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy or insolvency of NBTY occurs, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of notes then outstanding may rescind any such acceleration with respect to the notes and its consequences.

        The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the holders of all the notes, waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under the indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes (other than such nonpayment of principal or interest that has become due as a result of such acceleration). Upon any such waiver, such Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of the indenture; but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

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        In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the notes, if before the earlier of (i) a declaration of acceleration under the preceding paragraph and (ii) 20 days after such Event of Default arose, NBTY delivers an Officer's Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

        Subject to the provisions of the indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

        (1)   such holder has previously given the Trustee notice that an Event of Default is continuing,

        (2)   holders of at least 25% of the aggregate principal amount of the notes then outstanding have requested the Trustee to pursue the remedy,

        (3)   such holders have offered the Trustee security or indemnity reasonably satisfactory to it in any loss, liability or expense,

        (4)   the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

        (5)   the holders of a majority in principal amount of the notes then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of notes then outstanding are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability unless such Holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Before taking any action under the indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        The indenture provides that if a Default occurs and is continuing and is actually known to the Trustee, the Trustee must mail to each noteholder notice of the Default within 90 days after it is known to the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interests on any note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the holders of the notes. In addition, NBTY is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate regarding compliance with the indenture. NBTY also is required to deliver to the Trustee written notice of any event which would constitute certain Defaults, their status and what action NBTY is taking or proposes to take in respect thereof.

Amendments and Waivers

        Subject to certain exceptions, the indenture, the notes and the note guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and any existing or past default or

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compliance with any provisions of such documents may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). However, without the consent of each holder of a note then outstanding affected, no amendment may (with respect to any notes held by a non-consenting holder):

        (1)   reduce the percentage of the aggregate principal amount of notes whose holders must consent to an amendment,

        (2)   reduce the rate of or extend the time for payment of interest on any note,

        (3)   reduce the principal of or change the Stated Maturity of any note,

        (4)   reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed as described under "—Optional Redemption,"

        (5)   make any note payable in money other than that stated in such note,

        (6)   impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes,

        (7)   make any change in the amendment provisions that require each holder's consent or in the waiver provisions,

        (8)   make the notes or any Guarantee subordinated in right of payment to any other obligations, or

        (9)   modify the Guarantees in any manner adverse to the holders.

        Without the consent of any holder, NBTY and Trustee may amend the indenture, the notes and the note guarantees to cure any ambiguity, omission, mistake, defect or inconsistency, to conform the text of the indenture, the Guarantees or the notes to this Description of Exchange Notes, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of NBTY under the indenture and the notes, to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add or release Guarantees in accordance with the terms of the indenture with respect to the notes, to secure the notes, to add to the covenants of NBTY for the benefit of the holders or to surrender any right or power conferred upon NBTY, to make any change that does not adversely affect the rights of any holder in any material respect, to comply with any requirement of the SEC in connection with the qualification of the indenture under the TIA, to make certain changes to the indenture to provide for the issuance of additional notes to the extent permitted by the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" as in effect before such amendment, or evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the indenture.

        The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or holder of any equity interests in NBTY or Holdings or any other direct or indirect parent or guarantor, as such, will have any liability for any obligations of NBTY or guarantor under the notes or the indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each noteholder by accepting a note

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waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and Exchange

        A noteholder may transfer or exchange notes in accordance with the indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements or transfer documents and NBTY may require a noteholder to pay any taxes required by law or permitted by the indenture. The registrar will not be required to transfer or exchange any note selected for redemption (except in the case of a note to be redeemed in part, the portion of the note not to be redeemed) or to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. The notes will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of notes, as expressly provided for in the indenture) as to all notes then outstanding when:

        (1)   either (a) all the notes theretofore authenticated and delivered (except lost stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by NBTY and thereafter repaid to NBTY or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all the notes (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of NBTY, and NBTY or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to the date of deposit together with irrevocable instructions from NBTY directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   NBTY and/or the Guarantors have paid all other sums payable under the indenture; and

        (3)   NBTY has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.

Defeasance

        NBTY at any time may terminate all its obligations under the notes and the indenture ("legal defeasance") and cure all then-existing Events of Default, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. NBTY at any time may terminate its obligations under certain covenants that are described in the indenture, including the covenants described under "—Certain Covenants," the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision described under "—Defaults" and the undertakings and covenants contained under "—Change of Control" and "—Merger, Consolidation or Sale of All or Substantially All Assets" (other than clauses (1), (2) and (6) of the first paragraph thereof) ("covenant defeasance"). If NBTY exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

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        NBTY may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If NBTY exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If NBTY exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3) (with respect to any Default by NBTY or any of its Restricted Subsidiaries with any of its obligations under the covenants described under "—Certain Covenants"), (4), (5) (with respect only to Significant Subsidiaries), (6) (with respect only to Significant Subsidiaries) or (7) under "—Defaults."

        In order to exercise either defeasance option, NBTY must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations (sufficient, without reinvestment, in the opinion of a nationally-recognized certified public accounting firm) for the payment of principal, premium (if any) and interest on the applicable issue of notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable Federal income tax law). Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of NBTY.

Concerning the Trustee

        BNYM is the Trustee under the indenture and has been appointed by NBTY as Registrar and a Paying Agent with regard to the notes.

Governing Law

        The indenture provides that it and the notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        "Acquired Indebtedness" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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        "Applicable Premium" means, with respect to any note on any applicable redemption date, the greater of:

        (1)   1.0% of the then outstanding principal amount of the note; and

        (2)   the excess of

        (a)   the present value at such redemption date of (i) the redemption price of the note at October 1, 2014 (such redemption price being set forth in the applicable table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the note through October 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the note.

        "Asset Sale" means:

        (1)   the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of NBTY or any Restricted Subsidiary of NBTY (each referred to in this definition as a "disposition") or

        (2)   the issuance or sale of Equity Interests (other than directors' qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to NBTY or another Restricted Subsidiary of NBTY) (whether in a single transaction or a series of related transactions),

        in each case other than:

        (a)   a sale, exchange or other disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment in the ordinary course of business;

        (b)   the sale, conveyance, lease or other disposition of all or substantially all the assets of NBTY under the provisions described above under "—Merger, Consolidation or Sale of All or Substantially All Assets" or any disposition that constitutes a Change of Control;

        (c)   any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "—Certain Covenants—Limitation on Restricted Payments";

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value of less than $10.0 million;

        (e)   any transfer or disposition of property or assets by a Restricted Subsidiary of NBTY to NBTY or by NBTY or a Restricted Subsidiary of NBTY to a Restricted Subsidiary of NBTY;

        (f)    the creation of any Lien permitted under the indenture;

        (g)   any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

        (h)   the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other current assets held for sale in the ordinary course of business and not in connection with any financing transaction;

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        (i)    the lease, assignment or sublease of any real or personal property in the ordinary course of business;

        (j)    a sale of accounts receivable and related assets of the type specified in the definition of "Receivables Financing" to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

        (k)   a transfer of accounts receivable and related assets of the type specified in the definition of "Receivables Financing" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

        (l)    any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the business of NBTY and its Restricted Subsidiaries as a whole, as determined in good faith by NBTY, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $20.0 million will be evidenced by an Officer's Certificate, and (2) $40.0 million will be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of NBTY;

        (m)  the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

        (n)   the sale in a Sale/Leaseback Transaction of any property acquired after the Issue Date within twelve months of the acquisition of such property;

        (o)   the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business; and

        (p)   foreclosures, condemnations or any similar action on assets not prohibited by the indenture.

        "Board of Directors" means as to any Person, the board of directors or managers, sole member or managing member, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person), or any duly authorized committee thereof.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

        "Cash Contribution Amount" means the aggregate amount of cash contributions made to the capital of NBTY or any Guarantor described in the definition of "Contribution Indebtedness."

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        "Cash Equivalents" means:

        (1)   U.S. Dollars, pounds sterling, euros or the national currency of any participating member state of the European Union;

        (2)   securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

        (3)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated "A" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

        (4)   repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper issued by a corporation (other than an Affiliate of NBTY) rated at least "A-1" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

        (6)   readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

        (7)   Indebtedness issued by Persons (other than the Sponsor) with a rating of "A" or higher from S&P or "A-2" or higher from Moody's in each case with maturities not exceeding two years from the date of acquisition;

        (8)   investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above; and

        (9)   in the case of Investments by any Restricted Subsidiary that is a Foreign Subsidiary, (x) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (y) Investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (8) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes.

        "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

        (1)   interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) under interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of NBTY's outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Financing);

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        (2)   interest on Indebtedness described in clause (13)(b) of the second paragraph under the covenant described under "—Certain Covenants—Limitation on Restricted Payments" (to the extent not already included in clause (1) above); and

        (3)   consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued;

less interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect will be given to the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

        For purposes of this definition, interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

        (1)   any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any fees, expenses, charges or payments made under or contemplated by the Merger Agreement or otherwise related to the Transactions, will be excluded;

        (2)   the Net Income for such period will not include the cumulative effect of a change in accounting principles during such period;

        (3)   any net after-tax gains or losses on disposal of discontinued operations will be excluded;

        (4)   any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions (including Capital Stock of any Person) or asset dispositions or abandonments other than in the ordinary course of business (as determined in good faith by NBTY) will be excluded;

        (5)   any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness, Hedging Obligations and other derivative instruments will be excluded;

        (6)   the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Guarantor), will be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

        (7)   solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "—Certain Covenants—Limitation on Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary will be included

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therein and (y) the Consolidated Net Income of such Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

        (8)   any non-cash compensation expense realized from employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries will be excluded;

        (9)(a)  (i) the non-cash portion of "straight-line" rent expense will be excluded and (ii) the cash portion of "straight-line" rent expense that exceeds the amount expensed in respect of such rent expense will be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by FASB ASC 815 will be excluded;

        (10) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 will be excluded;

        (11) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, will be excluded;

        (12) accruals and reserves, contingent liabilities and any gains and losses on the settlement of any pre-existing contractual or non-contractual relationships as a result of the Transactions that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies will be excluded;

        (13) the effect of any non-cash impairment charges or write-ups, write-downs or write-offs of assets (including intangible assets, goodwill and deferred financing costs but excluding accounts receivable) or liabilities resulting from the application of GAAP (including in connection with the Transactions) and the amortization of intangibles arising from the application of GAAP (excluding any non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) will be excluded; and

        (14) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated before the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction will be excluded.

        In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income will include the amount of proceeds actually received from business interruption insurance and reimbursements of any expenses and charges under indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the indenture.

        Notwithstanding the foregoing, for the purpose of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there will be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted

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Subsidiaries of NBTY or a Restricted Subsidiary of NBTY to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant under clauses (c)(5) and (6) of the first paragraph thereof.

        "Consolidated Non-cash Charges" means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from EBITDA in such future period to such extent paid.

        "Consolidated Senior Secured Debt Ratio" as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of NBTY and its Restricted Subsidiaries that is secured by a Lien as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made will occur minus (y) the aggregate amount of unrestricted cash and Cash Equivalents, in each case, that is held by NBTY and its Restricted Subsidiaries as of such date; provided that this clause (y) will be limited to $125.0 million; provided, further, that any cash and Cash Equivalents attributable to Foreign Subsidiaries will be calculated net of any reasonably anticipated repatriation costs and expenses of domesticating such cash and Cash Equivalents from such Foreign Subsidiaries as determined by NBTY in good faith, to (2) the EBITDA of NBTY and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made will occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of "Fixed Charge Coverage Ratio."

        "Consolidated Taxes" means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (12) of the second paragraph under "—Certain Covenants—Limitation on Restricted Payments," which will be included as though such amounts had been paid as income taxes directly by such Person.

        "Consolidated Total Indebtedness" means, as of any date of determination, the aggregate principal amount of Indebtedness of NBTY and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

        (1)   to purchase any such primary obligation or any property constituting direct or indirect security therefor,

        (2)   to advance or supply funds:

        (a)   for the purchase or payment of any such primary obligation; or

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        (b)   to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

        (3)   to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        "Contribution Indebtedness" means Indebtedness of NBTY or any Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of NBTY or such Guarantor after the Issue Date, provided that:

        (1)   such Contribution Indebtedness will be Indebtedness with a Stated Maturity later than the Stated Maturity of the notes and a Weighted Average Life to Maturity longer than the Weighted Average Life to Maturity of the notes, and

        (2)   such Contribution Indebtedness (a) is incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness under an Officer's Certificate on the incurrence date thereof.

        "Credit Agreement" means (i) the credit agreement entered into on the Issue Date among NBTY, Holdings, certain Subsidiaries of NBTY, the financial institutions named therein and Barclays Bank PLC, as Administrative Agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by NBTY to be included in the definition of "Credit Agreement," one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased, replaced or refunded in whole or in part from time to time.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by NBTY or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration under an Officer's Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of NBTY or Holdings or any other direct or indirect parent of NBTY, as applicable (other than Excluded Equity), that is issued after the Issue Date for cash and is so designated as Designated Preferred Stock, under an Officer's Certificate, on the issuance date thereof, the cash proceeds of which are contributed to the capital of NBTY (if issued by Holdings or any direct or indirect parent of NBTY) and excluded from the calculation set forth in clause (c) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments."

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        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event:

        (1)   matures or is mandatorily redeemable, under a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the notes (including the purchase of any notes tendered pursuant thereto)),

        (2)   is convertible or exchangeable for Indebtedness or Disqualified Stock, or

        (3)   is redeemable at the option of the holder thereof, in whole or in part,

in each case before 91 days after the maturity date of the notes; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of NBTY or its Subsidiaries or by any such plan to such employees, such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by NBTY in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock will not be deemed to be Disqualified Stock.

        "Domestic Subsidiary" means a Restricted Subsidiary that is not a Foreign Subsidiary.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

        (1)   Consolidated Taxes; plus

        (2)   Consolidated Interest Expense; plus

        (3)   Consolidated Non-cash Charges; plus

        (4)   the amount of management, monitoring, consulting and advisory fees, termination payments and related expenses paid to the Sponsor (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted by the covenant described under "—Certain Covenants—Transactions with Affiliates"; plus

        (5)   any expenses or charges (other than Consolidated Non-cash Charges) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by the indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to (x) the offering of the notes or (y) the Transactions, (ii) any amendment or other modification of the notes or other Indebtedness, (iii) any additional interest in respect of the notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing; plus

        (6)   the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

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        (7)   the amount of any restructuring charges or reserves (which, for the avoidance of doubt, will include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, costs related to the start up, closure, relocation or consolidation of facilities and costs to relocate employees), plus

        (8)   all adjustments of the nature used in connection with the calculation of "Pro Forma Consolidated EBITDA" as set forth in note 2 to "Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information" contained elsewhere in this prospectus to the extent such adjustments continue to be applicable and, with respect to the stand-alone costs, to the extent actually incurred, during the period in which EBITDA is being calculated, plus

        (9)   any costs or expense incurred under any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of NBTY or a Guarantor or the net cash proceeds of an issuance of Equity Interests of NBTY (other than Excluded Equity) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "—Certain Covenants—Limitation on Restricted Payments"; plus/minus

        (10) gains or losses due solely to fluctuations in currency values and the related tax effects,

less, without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale after the Issue Date of capital stock or Preferred Stock of NBTY or any direct or indirect parent of NBTY, as applicable (other than Disqualified Stock), other than:

        (1)   public offerings with respect to NBTY's or such direct or indirect parent's common stock registered on Form S-8; and

        (2)   any such public or private sale that constitutes an Excluded Contribution or Refunding Capital Stock.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Excluded Contributions" means the net cash proceeds and Cash Equivalents received by NBTY after the Issue Date from:

        (1)   contributions to its common equity capital, and

        (2)   the sale of Capital Stock (other than Excluded Equity) of NBTY,

in each case designated as Excluded Contributions under an Officer's Certificate executed by an Officer of NBTY, the proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of "—Certain Covenants—Limitation on Restricted Payments."

        "Excluded Equity" means (i) Disqualified Stock, (ii) any Equity Interests issued or sold to a Restricted Subsidiary of NBTY or any employee stock ownership plan or trust established by NBTY or any of its Subsidiaries (to the extent such employee stock ownership plan or trust has been funded by NBTY or any Restricted Subsidiary) and (iii) any Equity Interest that has already been used or designated as (or the proceeds of which have been used or designated as) Cash Contribution Amount, Designated Preferred Stock, Excluded Contribution or Refunding Capital Stock, to increase the amount

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available under clause (4)(a) of the second paragraph under "—Certain Covenants—Limitation on Restricted Payments" or clause (15) of the definition of "Permitted Investments" or is proceeds of Indebtedness referred to in clause (13)(b) of the second paragraph under "—Certain Covenants—Limitation on Restricted Payments."

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by NBTY).

        "FASB ASC" means the Accounting Standard Codifications as promulgated by the Financial Accounting Standards Board, including any renumbering of such standards or any successor or replacement section or sections promulgated by the Financial Accounting Standards Board.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that NBTY or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense will be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but before the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations and discontinued operations, in each case with respect to an operating unit of a business, and operational changes, that NBTY or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or before or simultaneously with the Calculation Date (each, for purposes of this definition, a "pro forma event") will be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into NBTY or any Restricted Subsidiary since the beginning of such period will have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment under this definition, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of NBTY. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of NBTY to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation

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referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis will be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, will be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as NBTY may designate. Any such pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act, (2) adjustments calculated to give effect to any Pro Forma Cost Savings and (3) all adjustments of the type used in connection with the calculation of "Pro Forma Consolidated EBITDA" as set forth in footnote (2) under the caption "Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information" in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

        "Fixed Charges" means, with respect to any Person for any period, the sum of:

        (1)   Consolidated Interest Expense of such Person for such period, and

        (2)   all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries; provided that for purposes of calculating the Fixed Charge Coverage Ratio under clause (5) of the second paragraph under "—Certain Covenants—Limitation on Restricted Payments," all dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries will be included.

        "Foreign Subsidiary" means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory or the District of Columbia thereof and any direct or indirect Subsidiary of such Restricted Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date (other than with respect to reports under the heading "—Certain Covenants—Reports and Other Information," which will be as in effect from time to time). In addition, for purposes of the indenture, all references to codified accounting standards specifically named herein will be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

        "guarantee" means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

        "Guarantee" means any guarantee of the obligations of NBTY under the indenture and the notes by any Person in accordance with the provisions of the indenture.

        "Guarantors" means each Restricted Subsidiary of NBTY that executes the indenture as a Guarantor on the Issue Date and each other Restricted Subsidiary of NBTY that incurs a Guarantee of the notes; provided that upon the release or discharge of such Person from its Guarantee in accordance with the indenture, such Person ceases to be a Guarantor.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

        (1)   currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

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        (2)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

        "holder" or "noteholder" means the Person in whose name a note is registered on the Registrar's books.

        "Holdings" means Alphabet Holding Company, Inc. and its successors.

        "Indebtedness" means, with respect to any Person:

        (1)   the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor, in each case incurred in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

        (2)   to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

        (3)   to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided that (a) Contingent Obligations incurred in the ordinary course of business and (b) obligations under or in respect of Receivables Financings will be deemed not to constitute Indebtedness.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of NBTY, qualified to perform the task for which it has been engaged.

        "Initial Purchasers" means Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and such other initial purchasers party to the purchase agreement or future purchase agreements entered into in connection with an offer and sale of notes.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" means:

        (1)   securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition,

        (2)   securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency,

        (3)   investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

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        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of NBTY in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If NBTY or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of NBTY, NBTY will be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. In no event will a guarantee of an operating lease of NBTY or any Restricted Subsidiary be deemed an Investment. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments":

        (1)   "Investments" will include the portion (proportionate to NBTY's equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of NBTY at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, NBTY will be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

        (a)   NBTY's "Investment" in such Subsidiary at the time of such redesignation less

        (b)   the portion (proportionate to NBTY's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of NBTY.

        "Issue Date" means October 1, 2010.

        "JV Distributions" means, at any time, 50% of the aggregate amount of all cash dividends or distributions received by NBTY or any of its Restricted Subsidiaries as a return on an Investment in a Permitted Joint Venture during the period from the Acquisition Closing Date through the end of the fiscal quarter most recently ended immediately before such date for which financial statements are internally available (provided that NBTY or any of its Restricted Subsidiaries are not required to reinvest such dividends or distributions in the Permitted Joint Venture).

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event will an operating lease be deemed to constitute a Lien.

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        "Management Agreement" means that certain Consulting Agreement between NBTY and T.C. Group V, L.L.C., as amended, restated, modified or replaced as of the date of the indenture and as may be amended, modified or replaced to the extent such amendment, modification or replacement is not less advantageous to the holders in any material respect than the Management Agreement as in effect as of the date of the indenture.

        "Management Group" means the group consisting of the executive officers and other management personnel of NBTY on the Issue Date or who became officers or management personnel of NBTY or any direct or indirect parent of NBTY, as applicable, and the Subsidiaries following the Issue Date (other than in connection with a transaction that would otherwise be a Change of Control if such persons were not included in the definition of "Permitted Holders").

        "Merger" means the merger of Alphabet Merger Sub, Inc. with and into NBTY, Inc., with NBTY, Inc. surviving such merger, under the terms of the Merger Agreement.

        "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of July 15, 2010, among NBTY, Inc., Holdings and Alphabet Merger Sub, Inc., as amended up to and including the Issue Date.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Cash Proceeds" means the aggregate cash proceeds received by NBTY or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal under a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Hedging Obligations in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than under the second paragraph of the covenant described under "—Certain Covenants—Asset Sales") to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate amounts to be provided by NBTY as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by NBTY after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Net Income" means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes will not include fees or indemnification in favor of the Trustee and other third parties other than the holders of the notes.

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        "Officer" means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of NBTY.

        "Officer's Certificate" means a certificate signed on behalf of NBTY by an Officer of NBTY that meets the requirements set forth in the indenture.

        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to NBTY.

        "Pari Passu Indebtedness" means:

        (1)   with respect to NBTY, the notes and any Indebtedness which ranks pari passu in right of payment to the notes; and

        (2)   with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor's Guarantee.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between NBTY or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under "—Certain Covenants—Asset Sales."

        "Permitted Debt" will have the meaning assigned thereto in the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock."

        "Permitted Holders" means each of (i) the Sponsor, (ii) the Management Group, with respect to beneficial ownership of Voting Stock of NBTY representing not more than 10% of the total voting power of the Voting Stock of NBTY and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which the Persons described in clauses (i) and (ii) are members; provided that, without giving effect to the existence of such group or any other group, the Persons described in clauses (i) and (ii), collectively, beneficially own Voting Stock representing more than 50% of the total voting power of the Voting Stock of NBTY (subject in the case of the Management Group to the limitation in clause (ii)). Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the indenture will thereafter constitute an additional Permitted Holder. "Beneficial ownership" has the meaning given to such term under Rule 13d-3 under the Exchange Act, or any successor provision.

        "Permitted Investments" means:

        (1)   any Investment in Cash Equivalents;

        (2)   any Investment in NBTY (including the notes) or any Restricted Subsidiary;

        (3)   any Investment by Restricted Subsidiaries of NBTY in other Restricted Subsidiaries of NBTY and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries of NBTY;

        (4)   any Investment by NBTY or any Restricted Subsidiary of NBTY in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of NBTY, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, NBTY or a Restricted Subsidiary of NBTY;

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        (5)   any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made under the provisions of "—Certain Covenants—Asset Sales" or any other disposition of assets not constituting an Asset Sale;

        (6)   any Investment (x) existing on the Issue Date, (y) made under binding commitments in effect on the Issue Date and (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y), provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended;

        (7)   advances to employees not in excess of $10.0 million outstanding at any one time in the aggregate;

        (8)   loans and advances to officers, directors and employees for business related travel expenses, moving and relocation expenses and other similar expenses, in each case incurred in the ordinary course of business;

        (9)   any Investment (x) acquired by NBTY or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by NBTY or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of NBTY of such other Investment or accounts receivable, or (b) as a result of a foreclosure by NBTY or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (y) received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of NBTY or any Restricted Subsidiary, including under any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes;

        (10) Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covenant;

        (11) any Investment by NBTY or any of its Restricted Subsidiaries in a Similar Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made under this clause (11) that are at the time outstanding, not to exceed the greater of (x) $100.0 million and (y) 2.5% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding; provided, however, that if any Investment under this clause (11) is made in any Person that is not a Restricted Subsidiary of NBTY at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of NBTY after such date, such Investment will thereafter be deemed to have been made under clause (1) above and will cease to have been made under this clause (11) for so long as such Person continues to be a Restricted Subsidiary;

        (12) Investments in joint ventures of NBTY or any of its Restricted Subsidiaries existing on the Issue Date in an aggregate amount, taken together with all other Investments made under this clause (12) that are at the time outstanding, not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets at the time of such Investment, at any one time outstanding; provided, that the Investments permitted under this clause (12) may be increased by the amount of JV Distributions, without duplication of dividends or distributions increasing amounts available under clause (c) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments";

        (13) additional Investments by NBTY or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made under this clause (13) that are

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at the time outstanding, not to exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

        (14) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made under this clause (14) that are at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding; provided that no Default or Event of Default exists at the time of any such Investment or would result therefrom;

        (15) Investments the payment for which consists of Equity Interests (other than Excluded Equity) of NBTY or any direct or indirect parent of NBTY, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments";

        (16) Investments consisting of the licensing or contribution of intellectual property under joint marketing arrangements with other Persons;

        (17) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

        (18) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

        (19) Investments of a Restricted Subsidiary of NBTY acquired after the Issue Date or of an entity merged into or consolidated with a Restricted Subsidiary of NBTY in a transaction that is not prohibited by the covenant described under "—Merger, Consolidation or Sale of All or Substantially All Assets" after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

        (20) repurchases of the notes; and

        (21) guarantees of Indebtedness permitted to be incurred under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," and performance guarantees in the ordinary course of business.

        "Permitted Joint Venture" means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which NBTY or a Restricted Subsidiary beneficially owns at least 40% of the shares of Equity Interests of such Person.

        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S.

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government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

        (3)   Liens for taxes, assessments or other governmental charges (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued under the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   Liens incurred to secure Obligations in respect of Indebtedness permitted to be incurred under clauses (a), (d), (q) or (t) of the definition of "Permitted Debt"; provided that, (x) in the case of clause (d), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof; and (y) in the case of clause (t), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary that is not a Guarantor;

        (7)   Liens existing on the Issue Date;

        (8)   Liens on assets of, or Equity Interest in, a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other assets of NBTY or any Restricted Subsidiary of NBTY;

        (9)   Liens on assets at the time NBTY or a Restricted Subsidiary of NBTY acquired the assets, including any acquisition by means of a merger or consolidation with or into NBTY or any Restricted Subsidiary of NBTY; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets owned by NBTY or any Restricted Subsidiary of NBTY;

        (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to NBTY or another Restricted Subsidiary of NBTY permitted to be incurred in accordance with the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

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        (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Obligations;

        (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of NBTY or any of its Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by NBTY and its Restricted Subsidiaries in the ordinary course of business;

        (15) Liens in favor of NBTY or any Guarantor;

        (16) Liens on accounts receivable and related assets of the type specified in the definition of "Receivables Financing" incurred in connection with a Qualified Receivables Financing;

        (17) deposits made in the ordinary course of business to secure liability to insurance carriers;

        (18) Liens on the Equity Interests of Unrestricted Subsidiaries;

        (19) grants of software and other technology licenses in the ordinary course of business;

        (20) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

        (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

        (22) Liens incurred to secure cash management services (and other "bank products") owed to a lender under the Credit Agreement (or any Affiliate of such lender) at the time such services were entered into in the ordinary course of business;

        (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (24); provided, however, that (x) such new Lien will be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (24) at the time the original Lien became a Permitted Lien under the indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

        (24) Liens securing Pari Passu Indebtedness permitted to be incurred under the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that at the time of any incurrence of Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) under this clause (24), the Consolidated Senior Secured Debt Ratio will not be greater than 4.00 to 1.00;

        (25) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed the greater of (x) $87.5 million and (y) 2.0% of Total Assets at the time of incurrence of such obligation, at any one time outstanding;

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        (26) Liens on the assets of a joint venture to secure Indebtedness of such joint venture incurred under clause (u) of the definition of "Permitted Debt";

        (27) Liens on equipment of NBTY or any Restricted Subsidiary of NBTY granted in the ordinary course of business to NBTY's or such Restricted Subsidiary's client at which such equipment is located;

        (28) Liens created for the benefit of (or to secure) all the notes or the Guarantees;

        (29) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by the indenture;

        (30) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business;

        (31) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and

        (32) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (ii) relating to pooled deposit or sweep accounts of NBTY or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of NBTY and its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of NBTY or any of its Restricted Subsidiaries in the ordinary course of business.

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

        "Pro Forma Cost Savings" means, without duplication, with respect to any period, the reductions in costs and other operating improvements or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to a pro forma event within twelve months of the date of such pro forma event and that are reasonable and factually supportable, as if all such reductions in costs and other operating improvements or synergies had been effected as of the beginning of such period, decreased by any recurring incremental expenses incurred or to be incurred during such four-quarter period in order to achieve such reduction in costs. Pro Forma Cost Savings described in the preceding sentence will be accompanied by a certificate delivered to the Trustee from NBTY's chief financial officer that outlines the specific actions taken or to be taken and the net cost reductions and other operating improvements or synergies achieved or to be achieved from each such action and certifies that such cost reductions and other operating improvements or synergies meet the criteria set forth in the preceding sentence.

        "Purchase Money Note" means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from NBTY or any Subsidiary of NBTY to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

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        "Qualified Receivables Financing" means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

        (1)   the Board of Directors of NBTY will have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to NBTY and the Receivables Subsidiary,

        (2)   all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by NBTY), and

        (3)   the financing terms, covenants, termination events and other provisions thereof will be market terms (as determined in good faith by NBTY) and may include Standard Securitization Undertakings.

        The grant of a security interest in any accounts receivable of NBTY or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure any Credit Agreement will not be deemed a Qualified Receivables Financing.

        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the notes for reasons outside of NBTY's control, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by NBTY or any parent of NBTY as a replacement agency for Moody's or S&P, as the case may be.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

        "Receivables Financing" means any transaction or series of transactions that may be entered into by NBTY or any of its Subsidiaries under which NBTY or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by NBTY or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of NBTY or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by NBTY or any such Subsidiary in connection with such accounts receivable.

        "Receivables Repurchase Obligation" means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Receivables Subsidiary" means a Wholly Owned Restricted Subsidiary of NBTY (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with NBTY in which NBTY or any Subsidiary of NBTY makes an Investment and to which NBTY or any Subsidiary of NBTY transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of NBTY and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or

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activities incidental or related to such business, and which is designated by the Board of Directors of NBTY (as provided below) as a Receivables Subsidiary and:

        (a)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by NBTY or any other Subsidiary of NBTY (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) under Standard Securitization Undertakings), (ii) is recourse to or obligates NBTY or any other Subsidiary of NBTY in any way other than under Standard Securitization Undertakings, or (iii) subjects any property or asset of NBTY or any other Subsidiary of NBTY, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than under Standard Securitization Undertakings,

        (b)   with which neither NBTY nor any other Subsidiary of NBTY has any material contract, agreement, arrangement or understanding other than on terms which NBTY reasonably believes to be no less favorable to NBTY or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of NBTY, and

        (c)   to which neither NBTY nor any other Subsidiary of NBTY has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any such designation by the Board of Directors of NBTY will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of NBTY giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing conditions.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by NBTY or a Restricted Subsidiary in exchange for assets transferred by NBTY or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Replacement Assets" means (1) tangible assets that will be used or useful in a Similar Business or (2) substantially all the assets of a Similar Business or a majority of the Voting Stock of any Person engaged in a Similar Business that will become on the date of acquisition thereof a Restricted Subsidiary.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this "Description of Exchange Notes," all references to Restricted Subsidiaries will mean Restricted Subsidiaries of NBTY.

        "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by NBTY or a Restricted Subsidiary whereby NBTY or a Restricted Subsidiary transfers such property to a Person and NBTY or such Restricted Subsidiary leases it from such Person, other than leases between NBTY and a Restricted Subsidiary of NBTY or between Restricted Subsidiaries of NBTY.

        "S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, or any successor to the rating agency business thereof.

        "SEC" means the Securities and Exchange Commission.

        "Secured Indebtedness" means any Indebtedness secured by a Lien.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

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        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" of NBTY within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Similar Business" means any business engaged in by NBTY or any of its Restricted Subsidiaries on the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which NBTY and its Restricted Subsidiaries are engaged on the Issue Date.

        "Sponsor" means (1) T.C. Group L.L.C. and (2) one or more investment funds advised, managed or controlled by T.C. Group L.L.C. and, in each case (whether individually or as a group) their Affiliates (but excluding any operating portfolio companies of the foregoing).

        "Standard Securitization Undertakings" means representations, warranties, covenants, indemnities and guarantees of performance entered into by NBTY or any Subsidiary of NBTY which NBTY has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation will be deemed to be a Standard Securitization Undertaking.

        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including under any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of NBTY unless such contingency has occurred).

        "Subordinated Indebtedness" means (a) with respect to NBTY, any Indebtedness of NBTY which is by its terms subordinated in right of payment to the notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee.

        "Subsidiary" means, with respect to any Person (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of the Voting Stock is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP.

        "Total Assets" means the total consolidated assets of NBTY and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of NBTY and its Restricted Subsidiaries.

        "Transactions" means the transactions contemplated by the Merger Agreement and as described in this prospectus under the heading "Summary—The Transactions," including the borrowings under the Credit Agreement, the offering of the notes and the satisfaction and discharge of the notes outstanding on the Issue Date.

        "Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days before such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period

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from such redemption date to October 1, 2014; provided, however, that if the period from such redemption date to October 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Officer" means any officer within the corporate trust department of the Trustee, with direct responsibility for performing the Trustee's duties under the indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee, including any vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who, at the time, are such officers, respectively, to whom such matter is referred because of such person's knowledge of and familiarity with the particular subject.

        "Trustee" means the respective party named as such in the indenture until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of NBTY that at the time of determination will be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors of NBTY may designate any Subsidiary of NBTY (including any newly acquired or newly formed Subsidiary of NBTY but excluding NBTY) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, NBTY or any other Subsidiary of NBTY that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter incur any Indebtedness under which the lender has recourse to any of the assets of NBTY or any of its Restricted Subsidiaries; provided, further, however, that either:

        (a)   the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

        (b)   if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments."

        The Board of Directors of NBTY may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

        (x)   (1) NBTY could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," or

        (2)   the Fixed Charge Coverage Ratio for NBTY and its Restricted Subsidiaries would be greater than such ratio for NBTY and its Restricted Subsidiaries immediately before such designation, in each case on a pro forma basis taking into account such designation, and

        (y)   no Event of Default will have occurred and be continuing.

        Any such designation by the Board of Directors of NBTY will be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of NBTY giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing provisions.

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        "U.S. Government Obligations" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of NBTY thereof, and also will include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

        "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) will at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

        The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons (the "global notes").

        Upon issuance, each of the global notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC ("DTC participants") or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

•

upon deposit of each global note with DTC's custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

•

ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

        Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Notes

        All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, Société Anonyme ("Clearstream"). We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. We are not responsible for those operations or procedures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a "banking organization" within the meaning of the New York State Banking Law;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and

•

a "clearing agency" registered under Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

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        So long as DTC's nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

•

will not be entitled to have notes represented by the global note registered in their names;

•

will not receive or be entitled to receive physical, certificated notes; and

•

will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

        As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a noteholder under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

        Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC's nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

        Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

        Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

        Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

        DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC,

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Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

        Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

•

DTC notifies us at any time that it is unwilling, unable or ineligible to continue as depositary for the global notes or ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of the date we are so informed in writing or become aware of same;

•

we, at our option and subject to DTC's procedures, notify the Trustee that we elect to cause the issuance of certificated notes; or

•

certain other events provided in the indenture should occur.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a summary of the material U.S. federal income tax considerations relevant to the exchange of outstanding notes for exchange notes in this exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as banks, financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass-through entities or investors in such partnerships or pass-through entities, holders whose functional currency is not the U.S. dollar, foreign persons or entities, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion applies only to holders that exchange outstanding notes for exchange notes in this exchange offer.

        No rulings from the IRS have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of outstanding notes for exchange notes, or that any such position would not be sustained. Holders of notes should consult their own tax advisors with regard to the application of the tax consequences discussed below to their particular situations, as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Exchange Pursuant to this Exchange Offer

        The exchange of the outstanding notes for the exchange notes in this exchange offer will not be treated as an "exchange" for U.S. federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes exchanged therefor and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

CERTAIN CONSIDERATIONS FOR BENEFIT PLAN INVESTORS

        The following is a summary of certain considerations associated with the exchange of outstanding notes for exchange notes by employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") including (i) private U.S.-based pension and welfare plans, (ii) plans described in Section 4975 of the Code, including individual retirement accounts within the meaning of Section 408 of the Code, (iii) plans (such as a governmental, church or non-U.S. plan) not subject to Title I of ERISA but subject to provisions under applicable federal, state, local, non-U.S. or other laws, rules or regulations that are similar to the provisions of Title I of ERISA or Section 4975 of the Code ("Similar Laws"), and any entity of which the underlying assets include "plan assets" of such plans and accounts within the meaning of U.S. Department of Labor regulations and Section 3(42) of ERISA (each, a "Benefit Plan Investor"). This summary considers certain issues raised by ERISA and the Code as they apply to Benefit Plan Investors subject to those statutes and does not purport to be complete, and no assurance can be given that future legislation, court decisions, administrative regulations, rulings or administrative pronouncements will not significantly modify the provisions summarized herein. Any such changes may be retroactive and may thereby apply to transactions entered into prior to the date of enactment or release.

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General Fiduciary Matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of Benefit Plan Investors subject to Title I of ERISA or Section 4975 of the Code ("ERISA Plans"), and prohibit fiduciaries of an ERISA Plan from (1) causing the plan to engage in certain transactions between the plan and a party in interest or disqualified person or (2) dealing with plan assets in the fiduciary's own interest or engaging in other self-dealing transactions. Any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

        In considering an investment of assets of a Benefit Plan Investor in connection with the exchange of outstanding notes for exchange notes, a fiduciary of the Benefit Plan Investor should determine (1) whether the investment is in accordance with the documents and instruments governing the Benefit Plan Investor and (2) whether the acquisition and holding of the exchange notes is solely in the interest of the participants and beneficiaries of the Benefit Plan Investor and otherwise consistent with the fiduciary's responsibilities and in compliance with the applicable requirements of ERISA, the Code or any Similar Laws including, in particular, any diversification, prudence and liquidity requirements.

        Any insurance company proposing to invest assets of its general account in the exchange notes should consider the extent that such investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, Section 401(c) of ERISA and the regulations promulgated thereunder.

        U.S. Department of Labor Regulation Section 2510.3-101 (the "Plan Asset Regulations") addresses circumstances in which the underlying assets of an investment made by a Benefit Plan Investor will be deemed to be assets of such Benefit Plan Investor. In general (subject to certain exceptions), where a Benefit Plan Investor holds an "equity interest" in an entity, the assets of the entity are deemed to be plan assets of the Benefit Plan Investor. "Equity interest" is defined as "any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features." While no assurances can be given, the Company believes that the exchange notes should not be treated as an "equity interest" for purposes of the Plan Asset Regulations.

Prohibited Transactions Issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of Section 3(14) of ERISA, or "disqualified persons," within the meaning of Section 4975(e)(2) of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code, including an obligation to correct the transaction. The exchange of outstanding notes for exchange notes and the acquisition and/or holding of exchange notes by an ERISA Plan with respect to which the Company, a guarantor or an initial purchaser or any of their affiliates is considered a party in interest or a disqualified person may give rise to a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and held in accordance with an applicable statutory, class or individual prohibited transaction exemption. Consequently, before investing in the exchange notes, any person who is acquiring such securities for, or on behalf of, an ERISA Plan should determine that either a statutory or an administrative exemption from the prohibited transaction rules is applicable to such investment in the exchange notes, or that such acquisition and holding of such securities will not result in a non-exempt prohibited transaction. In this regard, the United States Department of Labor has issued prohibited transaction

194

class exemptions ("PTCEs") that may apply to the acquisition and holding of the notes. These PTCEs include, without limitation, PTCE 84-14 regarding transactions effected by independent qualified professional asset managers; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 95-60, regarding investments by insurance company general accounts; and PTCE 96-23, regarding transactions determined by in-house asset managers.

        Governmental plans, non-U.S. plans and certain church plans, while not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to Similar Laws which may affect their investment in the exchange notes. Any fiduciary of a governmental, non U.S. or such a church plan considering an investment in the exchange notes should consult with its counsel before purchasing exchange notes to consider the applicable fiduciary standards and to determine the need for, and, if necessary, the availability of, any exemptive relief under any applicable Similar Laws.

        Because of the foregoing, the exchange of the outstanding notes and the acquisition and holding of the exchange notes should not be made by any person investing "plan assets" of any Benefit Plan Investor, unless such exchange, acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

        Accordingly, by the exchange of an outstanding note and the acquisition and holding of an exchange note, or any interest in an exchange note, each person who authorizes such exchange, acquisition and holding and each subsequent transferee of an exchange note will be deemed to have represented and warranted that either (1) no portion of the assets involved in the exchange of the outstanding notes or used to acquire and hold the exchange notes, or any interest therein, constitutes assets of any Benefit Plan Investor or (2) the exchange of the outstanding notes and the acquisition and holding of the exchange notes by such person or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering the exchange of the outstanding notes or the acquisition or holding of exchange notes on behalf of, or with the assets of, any Benefit Plan Investor, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such exchange, acquisition and/or holding and whether an exemption would be applicable to such exchange, acquisition and/or holding. We make no representation as to whether an investment in the exchange notes is appropriate for any Benefit Plan Investor in general or whether such investment is appropriate for any particular plan or arrangement.

195

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account under this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange notes. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for outstanding notes where the broker-dealer acquired those outstanding notes as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the effective date of the Registration Statement, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with those resales.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Broker-dealers may sell exchange notes they received for their own account pursuant to this exchange offer from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes.

        Any broker-dealer that resells exchange notes that were received by it for its own account under this exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act. A profit on any resale of those exchange notes and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the effective date of the Registration Statement, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer, including the expenses of one counsel for the holders of the outstanding notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes, including any broker-dealers, against specified liabilities, including liabilities under the Securities Act.

        You should be aware that the laws and practices of certain countries require investors to pay stamp taxes and other charges in connection with purchases of securities.

        The trustee and its affiliates perform various financial advisory, investment banking and commercial banking services from time to time for us and our affiliates, for which they receive customary fees. BNYM is the trustee and exchange agent in connection with this exchange offer, and BNYM is a lender under our senior secured credit facilities.

LEGAL MATTERS

        The validity of securities offered hereby will be passed upon for us by Latham & Watkins, LLP, Washington, District of Columbia, certain matters under Arizona, Colorado and Nevada law will be passed upon for us by Ballard Spahr LLP, Philadelphia, Pennsylvania, and certain matters under Florida law will be passed upon for us by Holland & Knight LLP, Miami, Florida, as set forth in, and limited by, their respective opinions filed as exhibits to the Registration Statement.

196

EXPERTS

        The financial statements of NBTY, Inc. as of September 30, 2010 and 2009 and for each of the three years in the period ended September 30, 2010, and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) as of September 30, 2010 included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The financial statements of Alphabet Merger Sub, Inc. as of September 30, 2010 and for the period from May 11, 2010 (date of inception) to September 30, 2010 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

INFORMATION AGENT

        We have appointed Georgeson, Inc. as information agent in connection with this exchange offer. Holders should direct questions and requests for assistance and additional copies of this prospectus to the information agent as follows:

Georgeson, Inc.
199 Water Street, 26^th Floor
New York, NY 10038
Banks and Brokers, Please Call: (212) 440-9800
All Others Call Toll-Free: (866) 741-9588

197

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Alphabet Merger Sub, Inc.—Audited Financial Statements
	Report of Independent Registered Public Accounting Firm	F-2
	Balance Sheet as of September 30, 2010	F-3
	Statement of Operations for the period May 11, 2010 (date of inception) to September 30, 2010	F-4
	Statement of Stockholders' Deficit for the period May 11, 2010 (date of inception) to September 30, 2010	F-5
	Statement of Cash Flows for the period May 11, 2010 (date of inception) to September 30, 2010	F-6
	Notes to Financial Statements	F-7
NBTY, Inc. and Subsidiaries—Audited Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	F-14
	Consolidated Balance Sheets as of September 30, 2010 and 2009	F-15
	Consolidated Statements of Income for the years ended September 30, 2010, 2009, and 2008	F-16
	Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for the years ended September 30, 2010, 2009, and 2008	F-17
	Consolidated Statements of Cash Flows for the years ended September 30, 2010, 2009, and 2008	F-18
	Notes to Consolidated Financial Statements	F-19
	Financial Statement Schedule	F-62
NBTY, Inc. and Subsidiaries—Unaudited Interim Financial Statements
	Condensed Consolidated Balance Sheets as of December 31, 2010 and September 30, 2010	F-63
	Condensed Consolidated Statements of Income for the Three Months Ended December 31, 2010 and December 31, 2009	F-64
	Condensed Consolidated Statements of Stockholders' Equity and Comprehensive Income for the Three Months Ended December 31, 2010 and December 31, 2009	F-65
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2010 and December 31, 2009	F-66
	Notes to Unaudited Condensed Consolidated Financial Statements	F-67

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of NBTY, Inc.:

        In our opinion, the accompanying balance sheet and the related statements of operations, stockholders' deficit and cash flows present fairly, in all material respects, the financial position of Alphabet Merger Sub, Inc. at September 30, 2010, and the results of its operations and its cash flows for the period from May 11, 2010 (date of inception) to September 30, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 21, 2011

F-2

Alphabet Merger Sub, Inc.

Balance Sheet

(in thousands, except share amounts)

			September 30, 2010
Assets
Current assets:
	Cash		$	1
	Deferred income taxes			3,839
		Total current assets		3,840
Other assets				3,712
		Total assets	$	7,552
Liabilities and Stockholders' Deficit
Current liabilities:
	Accrued expenses		$	14,998
		Total current liabilities		14,998
Stockholders' deficit:
	Common stock, $0.01 par; one thousand shares authorized, issued and outstanding			—
	Capital in excess of par			1
	Accumulated deficit			(7,447	)
		Total stockholders' deficit		(7,446	)
		Total liabilities and stockholders' deficit	$	7,552

The accompanying notes are an integral part of these financial statements.

F-3

Alphabet Merger Sub, Inc.

Statement of Operations

(in thousands)

		May 11, 2010 (date of inception) to September 30, 2010
Merger expenses		$	11,286
Loss before income taxes			(11,286	)
Benefit for income taxes			3,839
	Net loss	$	(7,447	)

The accompanying notes are an integral part of these financial statements.

F-4

Alphabet Merger Sub, Inc.

Statement of Stockholders' Deficit

(in thousands, except share amounts)

		Common Stock
		Number of Shares		Amount		Capital in Excess of Par		Accumulated deficit			Total Stockholders' deficit
Balance at inception (May 11, 2010)			—	$	—	$	—	$	—		$	—
	Initial capitalization		1,000		—		1					1
	Net loss								(7,447	)		(7,447	)
Balance at September 30, 2010			1,000	$	—	$	1	$	(7,447	)	$	(7,446	)

The accompanying notes are an integral part of these financial statements.

F-5

Alphabet Merger Sub, Inc.

Statement of Cash Flows

(in thousands)

					May 11, 2010 (date of inception) to September 30, 2010
Cash flows from operating activities:
	Net loss				$	(7,447	)
		Adjustments to reconcile net income to net cash provided by operating activities:
			Deferred income taxes			(3,839	)
		Changes in operating assets and liabilities:
			Other assets			(3,712	)
			Accrued expenses			14,998
				Net cash provided by operating activities		—
Cash flows from financing activities:
	Initial capitalization					1
				Net cash provided by financing activities		1
Net increase in cash						1
Cash at beginning of period						—
Cash at end of period					$	1

The accompanying notes are an integral part of these financial statements.

F-6

Alphabet Merger Sub, Inc.

Notes to Financial Statements

(in thousands, except per share amounts)

1. Background and Summary of Significant Accounting Policies

        Basis of Presentation:    The accompanying financial statements reflect the financial position, results of operations and cash flows of Alphabet Merger Sub, Inc. ("we," "our," "us," "Merger Sub" or the "Company") as of September 30, 2010 and for the period May 11, 2010 (date of inception) to September 30, 2010.

        Organization:    The Company was incorporated on July 13, 2010 as a Delaware corporation and is a wholly-owned subsidiary of Alphabet Holding Company, Inc. ("Holdings"). Holdings was formed by an affiliate of TC Group, L.L.C. (d/b/a The Carlyle Group). Holdings and Merger Sub were formed exclusively for the purpose of entering into a merger agreement with NBTY, Inc. ("NBTY").

        On October 1, 2010, pursuant to an Agreement and Plan of Merger, dated July 15, 2010, among NBTY, Merger Sub and Holdings, Merger Sub merged with and into NBTY with NBTY as the surviving corporation (also referred herein as the "Merger" or "Acquisition") for a net purchase price of approximately $3,635,949. For accounting purposes, Merger Sub was determined to be the accounting acquirer. See Note 4 for more information regarding the Merger.

        Use of Estimates:    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Other Assets:    Other assets consist of deferred financing costs associated with the Company's debt issuance on October 1, 2010, which will be amortized over the applicable life of the debt using the effective interest rate method of amortization.

        Accrued Expenses:    Accrued expenses consist of legal and professional advisory costs incurred in connection with the Transactions (as defined in Note 4).

        Income Taxes:    Deferred income taxes are provided at the currently enacted income tax rates for the difference between the financial statement and income tax basis of assets and liabilities.

2. Merger Expenses

        Merger expenses consist of legal and professional advisory costs incurred in connection with the Acquisition.

3. Income Taxes

        Merger Sub is treated as a transitory entity and is ignored for federal and state income tax purposes. Accordingly, Merger Sub's tax deductible expenses and related deferred tax asset were assumed by NBTY on the effective date of the Merger. The effective income tax rate of Merger Sub is 34%. The effective tax rate is comprised of the federal statutory rate of 35% and the state tax rate, net of federal benefit, of 5% offset by non-deductible merger costs of 4%.

F-7

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

4. Litigation

Sale of the Company

        On July 22, 2010 and on August 10, 2010, respectively, plaintiffs filed two actions, captioned Philip Gottlieb v. NBTY, Inc., et al, ("Gottlieb"), and Bredthauer v. NBTY, Inc., et al., ("Bredthauer"), each as a purported class action against the Company, the members of its Board of Directors, The Carlyle Group and certain Carlyle-related entities (The Carlyle Group and the Carlyle-related entities, collectively the "Carlyle Group"), challenging the Board of Directors' decision to sell the Company to the Carlyle Group for the price of $55 per share. The complaint, in each of these cases, alleged that this price per share did not represent fair value for the Company and sought to enjoin the anticipated sale and to invalidate certain related transactions. The Bredthauer lawsuit, filed in the Supreme Court of the State of New York, County of Suffolk, was dismissed by Plaintiff. Plaintiff then joined in the Gottlieb lawsuit, filed in the Supreme Court of the State of New York, County of Nassau. On January 11, 2011, the parties entered into a stipulation of settlement providing for the proposed settlement and dismissal with prejudice of the remaining action, which is subject to, among other things, court approval following notice to the members of the putative class. If approved by the court, the settlement provides for, among other things, our payment of certain attorneys' fees and expenses if awarded by the court. We believe the claims to be without merit.

5. Subsequent Event—Carlyle Merger

        On October 1, 2010 an affiliate of The Carlyle Group ("Carlyle") completed its Acquisition of NBTY for $55.00 per share of NBTY's common stock, or approximately $3,570,191 plus the repayment of NBTY's historical debt of $427,367 (which includes accrued interest and a redemption premium on the notes) and net of cash acquired of $361,609 (which includes restricted cash collateral of $15,126) for a total net purchase price of approximately $3,635,949. The purchase price was funded through the net proceeds from a new $1,750,000 senior secured credit facility, the issuance of $650,000 senior unsecured notes and a cash equity contribution from an affiliate of Carlyle.

        In connection with the Acquisition, the following transactions occurred:

•

investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of $1,550,000;

•

Merger Sub issued $650,000 aggregate principal amount of 9% senior notes due 2018 and entered into senior secured credit facilities consisting of (1) senior secured term loan facilities of $1,750,000 and (2) a senior secured revolving credit facility with commitments of $250,000;

•

the Merger became effective;

•

at the effective time of the Merger, each share of NBTY's common stock outstanding and each restricted stock unit outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $55.00 per share in cash, without interest, less applicable withholding tax;

•

at the effective time of the Merger, each outstanding and unexercised option to purchase shares of NBTY's common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55.00 over the per-share exercise price of such option, without interest, less applicable withholding tax;

F-8

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

5. Subsequent Event—Carlyle Merger (Continued)

•

NBTY's existing 7¹/8% senior subordinated notes due 2015 were satisfied and discharged and certain indebtedness of NBTY was repaid, including its existing credit facilities, its multi-currency term loan facility and mortgage; and

•

approximately $182,314 of fees and expenses were incurred related to the foregoing, of which $29,935 were incurred by NBTY and $152,379 were incurred by Merger Sub. Financing related fees included in the above of $1,717 were capitalized by NBTY and $111,427 were capitalized by Merger Sub.

        We refer to the Merger, the Acquisition, the equity contribution to Holdings, the borrowings under our new senior secured credit facilities, the issuance of the 9% senior notes due 2018 and the other transactions described above as the "Transactions."

        The allocation of the purchase price to the fair market value of the tangible and intangible assets and liabilities of NBTY is based on preliminary estimates. The valuation studies necessary to determine the fair market value of the assets and liabilities to be acquired and the related allocations of purchase price are not final. A final determination of fair values will be based on the actual net tangible and intangible assets that existed as of the closing date of the Transactions. The final purchase price allocation will be based, in part, on third party appraisals and may be different than that reflected in the purchase price allocation below and this difference may be material.

        The purchase price allocation is subject to changes in:

•

The fair value of working capital and other assets and liabilities on the effective date;

•

Completion of an appraisal of assets acquired and liabilities assumed; and

•

Identification of intangible assets.

        The following provides a preliminary allocation of the purchase price of the Acquisition:

Cash consideration		$	3,982,432
Allocated to:
	Cash and cash equivalents		346,483
	Accounts receivable		135,377
	Inventories		782,354
	Deferred income taxes		7,457
	Prepaids and other current assets		51,078
	Property, plant, and equipment		486,404
	Intangibles		2,055,500
	Other assets		18,404
	Accounts payable		(141,001	)
	Accrued expenses and other current liabilities		(189,459	)
	Deferred income taxes		(762,774	)
	Other liabilities		(23,601	)
	Debt and Capital leases		(803	)
Preliminary net assets acquired		$	2,765,419
	Preliminary goodwill	$	1,217,013

F-9

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

5. Subsequent Event—Carlyle Merger (Continued)

        The preliminary estimate of fair value of property, plant and equipment acquired (as of the date of acquisition) was as follows:

		Estimated Fair Value		Useful life (years)
Land		$	67,832
Building and leasehold improvements			214,471	4 - 40
Machinery and equipment			114,794	3 - 13
Furniture and fixtures			53,109	3 - 10
Computer equipment			18,113	3 - 5
Transportation equipment			5,844	3 - 4
Construction in progress			12,241
	Total property, plant and equipment	$	486,404

        The fair value of identifiable intangible assets acquired (as of the date of acquisition) was as follows:

		Estimated Fair Value		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships		$	885,000	17 - 25
Trademarks and other			173,500	30
			1,058,500
Indefinite lived intangible assets:
Trademarks			997,000
	Total intangible assets	$	2,055,500

        The following table presents the long-term debt outstanding immediately following the completion of the Transactions:

Senior Credit Facility:
	Term loan A	$	250,000
	Term loan B		1,500,000
	$250 million Revolving Credit Facility		—
Senior Unsecured Notes			650,000
Mortgage and Capital lease obligations			803
	Total debt		2,400,803
	Less: current portion		17,874
	Long-term debt	$	2,382,929

New senior secured credit facilities

        On October 1, 2010, we entered into our new senior secured credit facilities consisting of a $250,000 revolving credit facility, a $250,000 term loan A and a $1,500,000 term loan B. The term loan facilities were used to fund, in part, the Transactions. The revolving portion of our new senior secured

F-10

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

5. Subsequent Event—Carlyle Merger (Continued)

credit facilities was undrawn at the closing of the Transactions. We intend to fund working capital and general corporate purposes, including permitted acquisitions and other investments, with cash flows from operations as well as borrowings under our revolving credit facility.

        Borrowings will bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.75% or a base rate floor of 2.75%, as applicable. The applicable margin for the term loan B credit facility is 4.50% per annum for Eurodollar loans and 3.50% per annum for base rate loans. The applicable margin for the term loan A credit facility and the revolving credit facility is 4.25% per annum for Eurodollar rate and 3.25% per annum for base rate.

        The following fees are applicable under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for Eurodollar rate loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the daily amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of our letter of credit issuers.

        The revolving credit facility matures five years after the closing date, term loan A matures five and one-half years after the closing date, and term loan B matures seven years after the closing date.

        Commencing with the third quarter ending after closing, term loan A will amortize (i) for the first eight quarters, in quarterly installments of 1.25% of the original principal amount thereof and (ii) thereafter in quarterly installments equal to 5.00% of the original principal amount thereof with the balance due at final maturity. Commencing with the second quarter ending after closing, term loan B will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the balance due at final maturity. We may voluntarily prepay loans or reduce commitments under our senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty, except that certain refinancings of the term loan B credit facility within one year after the closing date will be subject to a prepayment premium of 1.0%.

        We must prepay the term loan A and term loan B with the net cash proceeds of asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our new senior secured credit facilities unless specifically incurred to refinance a portion of our new senior secured credit facilities) and 50% of excess cash flow (such percentage to be subject to reduction based on achievement of specified senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. We are also required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Our obligations under our new senior secured credit facilities are guaranteed by Holdings and each of our current and future direct and indirect subsidiaries other than (i) foreign subsidiaries, (ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and will be secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions).

F-11

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

5. Subsequent Event—Carlyle Merger (Continued)

        Our new senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, amend organizational documents, or change our line of business or fiscal year. Our new senior secured credit facilities require the maintenance of a minimum interest coverage ratio and a maximum total senior secured leverage ratio on a quarterly basis, both of which are calculated with respect to Consolidated EBITDA, as defined therein. Our new senior secured credit facilities also impose an annual cap on capital expenditures (subject to certain exceptions and the ability to rollover unused amounts).

        Our new senior secured credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, including the notes being offered hereby, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

New senior notes due 2018

        On October 1, 2010, we issued $650,000 senior notes bearing interest at 9% in a private placement offering. The notes are senior unsecured obligations and will mature on October 1, 2018. Interest on the notes will be paid on April 1 and October 1 of each year, commencing April 1, 2011.

        On and after October 1, 2014, we may redeem the notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

        In addition, at any time prior to October 1, 2014, we may redeem the notes at our option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium (as defined in the indenture governing the Notes) as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        The notes are jointly and severally irrevocably and unconditionally guaranteed by each of our subsidiaries that is a guarantor under the Credit Agreement and subordinated and uncollateralized in right of payment of all indebtedness of the Company, except any future subordinated indebtedness. The notes contain customary negative covenants including, but not limited to, restrictions on our and our

F-12

Alphabet Merger Sub, Inc.

Notes to Financial Statements (Continued)

(in thousands, except per share amounts)

5. Subsequent Event—Carlyle Merger (Continued)

restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, or pay dividends.

        Required principal payments of long-term debt for each of the five succeeding fiscal years ending September 30, and thereafter are as follows:

2011	$	18,303
2012		27,500
2013		46,250
2014		65,000
2015		65,000
Thereafter		2,178,750
	$	2,400,803

6. Subsequent Event—Refinancing

        On March 1, 2011, NBTY, Holdings, Barclays Bank PLC, as administrative agent and several other institutions party thereto as lenders entered into the First Amendment and Refinancing Agreement to the Credit Agreement (the "Refinancing") pursuant to which we repriced our loans and amended certain other terms under our existing Credit Agreement.

        Under the terms of the Refinancing, the original $250,000 term loan A and $1,500,000 term loan B were modified to a new $1,750,000 term loan B-1 and the $250,000 revolving credit facility was modified to $200,000. Borrowings under term loan B-1 will bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-1 and the revolving credit facility is 3.25% per annum for Eurodollar loans and 2.25% per annum for base rate loans. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates.

        In addition, the terms of the Refinancing require the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility (including swingline loans and letters of credit). All other financial covenants required by the original senior secured credit facility were removed.

        As a result of the Refinancing, approximately $20,800 of previously capitalized deferred financing costs were expensed. In addition, approximately $2,394 of the call premium on term loan B and termination costs on interest rate swap contracts of approximately $1,525 were also expensed. Financing costs capitalized in connection with the Refinancing of approximately $24,320, consisting of bank fees of approximately $11,714 and the remaining portion of the call premium on term loan B of approximately $12,606, will be amortized over the remaining term using the effective interest rate method.

F-13

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of NBTY, Inc.:

        In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of NBTY, Inc. and its subsidiaries at September 30, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing on page 85. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, NY
January 13, 2011

F-14

NBTY, Inc.
Consolidated Balance Sheets
September 30, 2010 and 2009
(in thousands, except per share amounts)

			2010			2009
Assets
Current assets:
	Cash and cash equivalents		$	346,483		$	106,001
	Accounts receivable, net			135,377			155,863
	Inventories			668,896			658,534
	Deferred income taxes			40,130			28,154
	Other current assets			66,990			49,999
		Total current assets		1,257,876			998,551
Property, plant and equipment, net				391,899			373,817
Goodwill				335,159			339,099
Intangible assets, net				194,521			214,139
Other assets				21,313			34,615
		Total assets	$	2,200,768		$	1,960,221
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	78,158		$	38,893
	Accounts payable			141,001			128,485
	Accrued expenses and other current liabilities			189,379			156,734
		Total current liabilities		408,538			324,112
Long-term debt, net of current portion				341,128			437,629
Deferred income taxes				38,175			36,422
Other liabilities				32,974			34,233
		Total liabilities		820,815			832,396
Commitments and contingencies
Stockholders' equity:
	Common stock, $.008 par; authorized 175,000 shares; issued and outstanding 63,444 and 61,874 shares at September 30, 2010 and 2009, respectively			508			495
	Capital in excess of par			186,248			145,885
	Retained earnings			1,198,467			984,797
	Accumulated other comprehensive loss			(5,270	)		(3,352	)
		Total stockholders' equity		1,379,953			1,127,825
		Total liabilities and stockholders' equity	$	2,200,768		$	1,960,221

The accompanying notes are an integral part of these consolidated financial statements.

F-15

NBTY, Inc.
Consolidated Statements of Income
Years Ended September 30, 2010, 2009 and 2008
(in thousands, except per share amounts)

			2010			2009			2008
Net sales			$	2,826,737		$	2,581,950		$	2,179,469
Costs and expenses:
	Cost of sales			1,521,555			1,458,437			1,102,169
	Advertising, promotion and catalog			137,556			110,098			140,479
	Selling, general and administrative			767,946			737,786			700,209
	Merger expenses			45,903			—			—
	IT project termination costs			—			11,718			—
				2,472,960			2,318,039			1,942,857
Income from operations				353,777			263,911			236,612
Other income (expense):
	Interest			(30,195	)		(34,882	)		(18,639	)
	Miscellaneous, net			4,133			(61	)		13,067
				(26,062	)		(34,943	)		(5,572	)
Income before provision for income taxes				327,715			228,968			231,040
Provision for income taxes				114,045			83,239			77,889
		Net income	$	213,670		$	145,729		$	153,151
Net income per share:
	Basic		$	3.39		$	2.36		$	2.42
	Diluted		$	3.32		$	2.30		$	2.33
Weighted average common shares outstanding:
	Basic			63,119			61,718			63,386
	Diluted			64,264			63,236			65,739

The accompanying notes are an integral part of these consolidated financial statements.

F-16

NBTY, Inc.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
Years Ended September 30, 2010, 2009 and 2008
(in thousands)

		Common Stock
														Accumulated Other Comprehensive Income (Loss)
		Number of Shares			Amount			Capital in Excess of Par			Retained Earnings						Total Stockholders' Equity
Balance, September 30, 2007			67,118		$	537		$	143,244		$	864,852		$	47,337		$	1,055,970
Components of comprehensive income:
	Net income											153,151						153,151
	Foreign currency translation adjustment and other, net of taxes														(28,330	)		(28,330	)
	Change in fair value of interest rate swaps, net of taxes														(1,362	)		(1,362	)
Comprehensive income:																	$	123,459
Adoption of new accounting principle												(3,025	)					(3,025	)
Purchase and retirement of treasury shares			(6,716	)		(54	)		(12,468	)		(175,910	)					(188,432	)
Exercise of stock options			1,197			10			7,315									7,325
Tax benefit from exercise of stock options									1,002									1,002
Stock-based compensation									1,897									1,897
Balance, September 30, 2008			61,599			493			140,990			839,068			17,645			998,196
Components of comprehensive income:
	Net income											145,729						145,729
	Foreign currency translation adjustment and other, net of taxes														(16,108	)		(16,108	)
	Change in fair value of interest rate swaps, net of taxes														(4,889	)		(4,889	)
Comprehensive income:																	$	124,732
Exercise of stock options			275			2			1,444									1,446
Tax benefit from exercise of stock options									55									55
Stock-based compensation									3,396									3,396
Balance, September 30, 2009			61,874			495			145,885			984,797			(3,352	)		1,127,825
Components of comprehensive income:
	Net income											213,670						213,670
	Foreign currency translation adjustment and other, net of taxes														(4,600	)		(4,600	)
	Change in fair value of interest rate swaps, net of taxes														2,682			2,682
Comprehensive income:																	$	211,752
Exercise of stock options			1,570			13			10,608									10,621
Tax benefit from exercise of stock options									6,646									6,646
Stock-based compensation									23,109									23,109
Balance, September 30, 2010			63,444		$	508		$	186,248		$	1,198,467		$	(5,270	)	$	1,379,953

The accompanying notes are an integral part of these consolidated financial statements.

F-17

NBTY, Inc.
Consolidated Statements of Cash Flows
Years Ended September 30, 2010, 2009 and 2008
(in thousands)

					2010			2009			2008
Cash flows from operating activities:
	Net income				$	213,670		$	145,729		$	153,151
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Impairments and disposals of assets				11,325			14,029			1,320
		Depreciation and amortization				66,804			68,888			60,721
		Foreign currency transaction loss (gain)				1,125			4,552			(1,934	)
		Amortization and write-off of deferred charges				1,412			1,270			874
		Stock-based compensation				23,109			3,396			1,897
		Allowance for doubtful accounts				1,256			(2,354	)		2,140
		Inventory reserves				934			6,889			8,113
		Deferred income taxes				(13,000	)		6,995			7,697
		Excess income tax benefit from exercise of stock options				(6,646	)		(55	)		(1,002	)
		Changes in operating assets and liabilities, net of acquisitions:
			Accounts receivable			21,392			(32,368	)		(11,619	)
			Inventories			(11,397	)		(88,348	)		(77,027	)
			Other assets			(1,125	)		1,255			(2,817	)
			Accounts payable			10,748			17,752			4,386
			Accrued expenses and other liabilities			52,145			(10,693	)		31,505
				Net cash provided by operating activities		371,752			136,937			177,405
Cash flows from investing activities:
	Purchase of property, plant and equipment					(69,903	)		(43,375	)		(49,097	)
	Purchase of available-for-sale marketable securities					—			—			(365,021	)
	Proceeds from sale of available-for-sale marketable securities					2,000			—			483,156
	Cash paid for acquisitions, net of cash acquired					(14,200	)		—			(394,532	)
	Cash paid for customer lists					—			—			(5,072	)
	Acquisition working capital escrow					—			—			(15,000	)
	Escrow refund, net of purchase price adjustments					—			13,383			—
	Proceeds from sale of assets					—			2,000			—
				Net cash used in investing activities		(82,103	)		(27,992	)		(345,566	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements and capital leases					(57,157	)		(33,217	)		(2,816	)
	Termination of interest rate swaps					(5,813	)		—			—
	Proceeds from term loan					—			—			300,000
	Proceeds from borrowings under the Revolving Credit Facility					—			95,000			385,000
	Principal payments under the Revolving Credit Facility					—			(155,000	)		(325,000	)
	Payments for financing fees					(1,524	)		—			(2,478	)
	Excess income tax benefit from exercise of stock options					6,646			55			1,002
	Proceeds from stock options exercised					10,621			1,446			7,325
	Purchase of treasury stock (subsequently retired)					—			—			(188,432	)
				Net cash (used in) provided by financing activities		(47,227	)		(91,716	)		174,601
Effect of exchange rate changes on cash and cash equivalents						(1,940	)		(1,408	)		(9,162	)
Net increase (decrease) in cash and cash equivalents						240,482			15,821			(2,722	)
Cash and cash equivalents at beginning of year						106,001			90,180			92,902
Cash and cash equivalents at end of year					$	346,483		$	106,001		$	90,180

The accompanying notes are an integral part of these consolidated financial statements.

F-18

NBTY, Inc.
Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

1. Business Operations

        NBTY, Inc. (together with its subsidiaries, "we," "our," "us," "NBTY," or the "Company") is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. We market over 25,000 SKUs under numerous owned and private-label brands, including Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, Flex-A-Min®, SISU®, Knox®, Sundown®, Rexall®, Pure Protein®, Body Fortress®, WORLDWIDE Sport Nutrition®, Natural Wealth®, Puritan's Pride®, Holland & Barrett®, GNC (UK)®, Physiologics®, Le Naturiste®, De Tuinen®, Julian Graves® and Vitamin World®.

        On October 1, 2010, NBTY consummated a merger with an affiliate of The Carlyle Group ("Carlyle"), under which the Carlyle affiliate acquired 100% of NBTY's equity (the "Merger"). For accounting purposes, the Carlyle affiliate is considered the acquirer and NBTY is considered the acquiree in the Merger, which we may also describe as the acquisition (the "Acquisition"). See Notes 9 and 25 for more information regarding the Merger.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

        Our financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the financial statements of the Company and its majority and wholly-owned subsidiaries. All inter-company balances and transactions are eliminated in consolidation.

        The Company has performed an evaluation of subsequent events through January 13, 2011, which is the date the financial statements were available to be issued.

Revenue Recognition

        We recognize product revenue when title and risk of loss have transferred to the customer, there is persuasive evidence of an arrangement to deliver a product, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. The delivery terms for most sales within the wholesale and direct response segments are F.O.B. destination. Generally, title and risk of loss transfer to the customer at the time the product is received by the customer. With respect to retail store operations, we recognize revenue upon the sale of products to retail customers. Net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns and other promotional program incentive allowances.

Estimates

        The preparation of financial statements in conformity with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

F-19

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

2. Summary of Significant Accounting Policies (Continued)

values of assets and liabilities that are not readily apparent from other sources. Our most significant estimates include: sales returns, promotions and other allowances; inventory valuation and obsolescence; valuation and recoverability of long-lived assets; stock-based compensation; income taxes; and accruals for the outcome of current litigation.

Cash and Cash Equivalents

        We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Investments

        Debt and equity securities that have a readily determinable fair value and that we do not intend to hold to maturity are classified as available-for-sale and recorded at fair value. Unrealized gains and losses are reported, net of related income taxes, in accumulated other comprehensive income as a component of stockholders' equity until realized. If we determine that the fair value of these securities is other-than-temporarily impaired, we would record a loss in our consolidated statements of operations. In determining realized gains and losses, the cost of securities sold is based on the specific identification method.

Sales Returns and Other Allowances

        Allowance for sales returns:    Estimates for sales returns are based on a variety of factors, including actual return experience of specific products or similar products. We are able to make reasonable and reliable estimates of product returns based on our past 39 year history in this business. We also review our estimates for product returns based on expected return data communicated to us by customers. Additionally, we monitor the levels of inventory at our largest customers to avoid excessive customer stocking of merchandise. Allowances for returns of new products are estimated by reviewing data of any prior relevant new product return information. We also monitor the buying patterns of the end-users of our products based on sales data received by our retail outlets in North America and Europe.

        Promotional program incentive allowances:    We estimate our allowance for promotional program incentives based upon specific outstanding marketing programs and historical experience. The allowance for sales incentives offered to customers is based on various contractual terms or other arrangements agreed to in advance with certain customers. Generally, customers earn such incentives as specified sales volumes are achieved. We accrue these incentives as a reduction to sales either at the time of sale or over the period of time in which they are earned, depending on the nature of the program. Incentives for co-operative advertising, meeting specific criteria, are charged to advertising expense.

        Allowance for doubtful accounts:    We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined by our review of current credit information. We estimate bad debt expense based upon historical experience as well as specifically identified customer collection issues to adjust the carrying amount of the related receivable to its estimated realizable value.

F-20

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        Accounts receivable are presented net of the following reserves at September 30:

	2010		2009
Allowance for sales returns	$	9,457	$	11,707
Promotional programs incentive allowance		56,968		49,071
Allowance for doubtful accounts		5,575		3,723
	$	72,000	$	64,501

Inventories

        Inventories are stated at the lower of cost (first-in first-out method) or market. The cost elements of inventories include materials, labor and overhead. We use standard costs for labor and overhead and periodically adjust those standards. In evaluating whether inventories are stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including levels of competition. Based on this evaluation, we record an adjustment to cost of goods sold to reduce inventories to net realizable value.

Property, Plant and Equipment

        Property, plant and equipment are carried at cost. Depreciation is charged on a straight-line basis over the estimated useful lives of the related assets. The costs of normal maintenance and repairs are charged to expense when incurred. Expenditures which significantly improve or extend the life of an asset are capitalized and depreciated over the asset's remaining useful life. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the remaining lease term. Upon sale or disposition, the related cost and accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in earnings.

Goodwill and Intangible Assets

        Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually at the reporting unit level (operating segment or one level below an operating segment) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We test goodwill annually as of September 30, the last day of our fourth fiscal quarter, of each year unless an event occurs that would cause us to believe the value is impaired at an interim date.

        Definite lived intangibles are amortized on a straight-line basis over periods not exceeding 20 years.

F-21

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Impairment of Long-Lived Assets

        We evaluate the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation for impairment is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write down to a new depreciable basis is required. If required, an impairment charge is recorded based on an estimate of future discounted cash flows.

Income Taxes

        We recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We estimate the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined that such assets will, more likely than not, go unused. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reversed. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. We believe adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Stock-Based Compensation

        All stock-based compensation is recognized as an expense in the financial statements measured at the fair value of the award on a straight line basis over the vesting period. Our policy for calculating the potential windfall tax benefit or shortfall for the purpose of calculating assumed proceeds under the treasury stock method of calculating diluted EPS excludes the impact of pro forma deferred tax assets related to fully vested awards on the date of adoption.

Shipping and Handling Costs

        We incur shipping and handling costs in all divisions of our operations. These costs, included in selling, general and administrative expenses in the consolidated statements of income, were $69,947, $64,716 and $56,914 for the fiscal years ended September 30, 2010, 2009 and 2008, respectively. Of these amounts, $16,312, $14,340 and $7,372 have been billed to customers and are included in net sales for the fiscal years ended September 30, 2010, 2009 and 2008, respectively.

Advertising, Promotion and Catalog

        We expense the production costs of advertising the first time the advertising takes place, except for the cost of mail order catalogs, which are capitalized and amortized over our expected period of future benefit, which typically approximates two months. Capitalized costs for mail order catalogs at September 30, 2010 and 2009 was $644 and $166, respectively. Total mail order catalog expense was

F-22

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

2. Summary of Significant Accounting Policies (Continued)

$9,070, $10,584 and $14,652 for the fiscal years ended September 30 2010, 2009 and 2008, respectively, and is included in advertising, promotion and catalog in the consolidated statements of income.

Foreign Currency

        The functional currency of our foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into US dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts and cash flows using average rates of exchange prevailing during the year. Adjustments resulting from the translation of foreign currency financial statements are accumulated in a separate component of stockholders' equity.

Derivatives and Hedging Activities

        All derivative financial instruments are recognized as either assets or liabilities in the consolidated balance sheet and measurement of those instruments is at fair value. Changes in the fair values of those derivatives are reported in earnings or other comprehensive income depending on the designation of the derivative and whether it qualifies for hedge accounting. For derivatives that have been formally designated as cash flow hedges (interest rate swap agreements), the effective portion of changes in the fair value of the derivative is recorded in other comprehensive income and reclassified into earnings when interest expense on the underlying borrowings is recognized. We do not use derivative financial instruments for trading purposes.

Net Income Per Share

        Basic net income per share is based on the weighted average number of common shares outstanding during the fiscal years. Diluted net income per share includes the dilutive effect of outstanding equity awards, which resulted in a dilutive effect of 1,145 shares, 1,518 shares and 2,353 shares for the fiscal years ended September 30, 2010, 2009 and 2008, respectively. There were no outstanding stock options at September 30, 2010 that were anti-dilutive. There were 1,505 and 957 outstanding stock options at September 30, 2009 and 2008 that were not included in the calculation of dilutive net income per share since they would have been anti-dilutive.

Recent Accounting Developments

        In June 2009, the Financial Accounting Standards Board ("FASB") issued the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (the "Codification"), which became effective for us on July 1, 2009. The Codification does not alter current GAAP, but rather integrates existing accounting standards with other authoritative guidance. The Codification is a single source of authoritative GAAP for nongovernmental entities and supersedes all other previously issued non-SEC accounting and reporting guidance. The Codification only impacts financial accounting standard reference disclosures and did not have any impact on our financial position or results of operations.

        In June 2009, the FASB issued authoritative guidance requiring an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest

F-23

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

2. Summary of Significant Accounting Policies (Continued)

entity as one with the power to direct the activities of a variable interest entity that most significantly impacts the entity's economic performance and the obligation to absorb losses of the entity that could potentially be significant to the variable interest. This guidance became effective for us October 1, 2010. We anticipate that the adoption of this guidance will not have any significant impact on our consolidated financial position or results of operations since we currently do not have any variable interest entities.

3. Acquisitions

        We account for acquisitions under the purchase method of accounting. Under the purchase method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Any excess of the purchase price over their fair values is recorded as goodwill. The fair value assigned to the tangible and intangible assets acquired and liabilities assumed is based upon estimates and assumptions, including a valuation.

Fiscal 2010 Acquisitions

Ultimate BioPharma

        On May 14, 2010, our subsidiary, NBTY Global Hong Kong Limited, acquired Ultimate Biopharma (Zhongshan) Corporation, a Chinese-foreign joint venture limited company which manufactures softgel capsules ("Ultimate") for approximately $8,800 plus an adjustment for collected accounts receivable and other working capital components for a total purchase price of approximately $14,465. The allocation of net assets acquired consisted of accounts receivable, inventory, property, plant and equipment and goodwill. The goodwill associated with this acquisition is not deductible for tax purposes.

        Pro forma financial information related to Ultimate is not provided as its impact was not material to our consolidated financial statements.

4. Investments

        Long-term investments, consisting of municipal bonds of $1,075 and $3,075 at September 30, 2010 and 2009, respectively, are included in other assets. All our investments are classified as available-for-sale securities.

        Investment income included in "miscellaneous, net" in the statements of income was $711, $1,134 and $8,016 during the fiscal years ended September 30, 2010, 2009 and 2008, respectively.

F-24

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

5. Inventories

        The components of inventories are as follows at September 30:

		2010			2009
Raw materials		$	146,360		$	166,447
Work-in-process			23,654			26,447
Finished goods			523,913			489,737
Valuation and obsolescence reserves			(25,031	)		(24,097	)
	Total	$	668,896		$	658,534

6. Property, Plant and Equipment, net

        Property, plant and equipment is as follows at September 30:

		2010		2009		Depreciation and amortization period (years)
Land		$	29,212	$	27,923
Buildings and leasehold improvements			311,798		293,257	4 - 40
Machinery and equipment			228,760		215,424	3 - 13
Furniture and fixtures			133,348		107,056	3 - 10
Computer equipment			77,799		86,619	3 - 5
Transportation equipment			12,394		12,715	3 - 4
Construction in progress			12,241		14,952
			805,552		757,946
	Less accumulated depreciation and amortization		413,653		384,129
		$	391,899	$	373,817

        Depreciation and amortization of property, plant and equipment for the fiscal years ended September 30, 2010, 2009 and 2008 was approximately $50,910, $52,806 and $46,944, respectively.

F-25

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

7. Goodwill and Intangible Assets, net

Goodwill

        The changes in the carrying amount of goodwill by segment for the fiscal years ended September 30, 2010 and 2009 are as follows:

	Wholesale/ US Nutrition		North American Retail			European Retail			Direct Response/ E-Commerce		Consolidated
Balance at October 1, 2008:
Goodwill	$	175,690	$	7,686		$	150,584		$	16,105	$	350,065
Accumulated impairment losses		—		(7,686	)		—			—		(7,686	)
		175,690		—			150,584			16,105		342,379
Foreign currency translation		19		—			(13,988	)		—		(13,969	)
Purchase adjustments		4,567		—			6,122			—		10,689
Balance at September 30, 2009:
Goodwill		180,276		7,686			142,718			16,105		346,785
Accumulated impairment losses		—		(7,686	)		—			—		(7,686	)
	$	180,276	$	—		$	142,718		$	16,105	$	339,099
Foreign currency translation		263		—			(2,603	)		—		(2,340	)
Purchase adjustments		—		—			(4,362	)		—		(4,362	)
Acquisitions		1,875		—			887			—		2,762
Balance at September 30, 2010:
Goodwill		182,414		7,686			136,640			16,105		342,845
Accumulated impairment losses		—		(7,686	)		—			—		(7,686	)
	$	182,414	$	—		$	136,640		$	16,105	$	335,159

        The fiscal 2010 purchase price adjustments included in the European Retail segment relate primarily to a change in estimate in the store closing reserves for Julian Graves for stores which are no longer planned to be closed.

        The fiscal 2009 purchase price adjustments included in the Wholesale/US Nutrition segment relate to Leiner acquisition adjustments of $2,366 for the finalization of working capital balances, $730 of additional transaction costs, an adjustment for inventory reserves of $1,189, a $2,549 increase in the tax accrual and a $2,000 reduction for the sale of certain acquired assets. The fiscal 2009 purchase price adjustments included in the European Retail segment primarily relate to opening balance sheet adjustments related to the Julian Graves integration of $9,166 (including store closing reserves), partially offset by a decrease of $3,044 for the finalization of working capital balances.

F-26

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

7. Goodwill and Intangible Assets, net (Continued)

Other Intangible Assets

        The carrying amounts of acquired other intangible assets are as follows at September 30:

		2010				2009
		Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets
Brands		$	98,210	$	31,137	$	98,093	$	26,201	20
Customer lists			64,942		47,444		64,948		43,667	2 - 15
Private label and customer relationships			119,046		20,445		122,822		14,374	10 - 20
Trademarks and licenses			17,312		7,887		17,844		7,417	2 - 20
Covenants not to compete			3,548		3,424		3,540		3,249	3 - 5
			303,058		110,337		307,247		94,908
Indefinite lived intangible asset
Trademark			1,800		—		1,800		—
	Total intangible assets	$	304,858	$	110,337	$	309,047	$	94,908

        During fiscal 2010, we recorded an impairment charge of $3,533 ($2,429, net of taxes) related to a private label customer contract that we do not expect will be renewed.

        Aggregate amortization expense of other definite lived intangible assets included in the consolidated statements of income in selling, general and administrative expenses in fiscal 2010, 2009 and 2008 was approximately $15,894, $16,082 and $13,777, respectively.

8. Impairment of Long-Lived Assets

        We own a plant (land and building) located in Augusta, Georgia, which is idle. We have marketed the plant for sale. However, due to the current conditions in the commercial real estate and credit markets, we have been unable to complete a sale transaction. We periodically assess the estimated fair value of the land and building and reduce their carrying values to the estimated fair value as necessary. During fiscal 2009 we recorded an impairment charge of $3,270 to reduce the carrying value of the asset. This impairment charge is included in the consolidated statement of income in selling, general and administrative expenses. At September 30, 2010, the book value of the land and building approximates fair value and is included in Other assets.

        During fiscal 2008 we recognized impairment charges of $776 on assets to be held and used. These impairment charges related primarily to leasehold improvements and furniture and fixtures for our North American Retail operations and were included in the consolidated statements of income in selling, general and administrative expenses.

F-27

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

9. Merger Expenses

        In connection with the Acquisition described in Notes 1 and 25, we incurred charges of $45,903 which consisted of $26,257 related to legal and professional advisory services, $16,142 of incremental stock-based compensation expense as a result of the mandatory acceleration of vesting of all unvested stock options and restricted stock units and $3,504 of other merger related expenses in connection with the Acquisition. Of these total costs, $38,123 were contingent upon closing of the Acquisition and recorded on September 30, 2010 as it represents the last day of operations of the Company prior to the Acquisition since the Acquisition was completed as of the opening of business on October 1, 2010.

10. IT Project Termination Costs

        During fiscal 2009, management determined that certain information technology projects relating to the Direct Response, North American Retail and European Retail segments would be terminated as they were determined to be ineffective and uneconomical. As a result, we recorded a charge for previously capitalized software configuration and other related costs of $18,773, of which $7,055 was recovered in the fourth quarter due to favorable negotiations with a service provider associated with this project.

11. Accrued Expenses and Other Current Liabilities

        The components of accrued expenses and other current liabilities are as follows at September 30:

	2010		2009
Accrued compensation and related taxes	$	42,235	$	38,945
Accrued audit and professional fees		23,298		1,564
Accrued purchases		17,348		17,664
Income taxes payable		14,513		16,700
Other		91,985		81,861
	$	189,379	$	156,734

        Accrued audit and professional fees at September 30, 2010 includes $21,647 related to the Merger.

F-28

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

12. Long-Term Debt

        Long-term debt consists of the following at September 30:

			2010		2009
Credit Agreement:
	$300 million, five-year Term Loan		$	214,343	$	270,000
Senior Subordinated Notes				189,014		188,856
Multi-currency Term Loan				15,126		15,336
Mortgage				429		1,036
Capital Leases				374		1,294
				419,286		476,522
		Less: current portion		78,158		38,893
		Total	$	341,128	$	437,629

        The Term Loan, Senior Subordinated Notes, Multi-currency Term Loan and Mortgage were repaid on October 1, 2010. See Note 25 for information regarding new outstanding debt amounts as of October 1, 2010 as a result of the Merger.

Credit Agreement

        On July 25, 2008, we entered into a $625 million Amended and Restated Credit Agreement ("Credit Agreement"). The Credit Agreement consists of a $325 million revolving credit facility, which expires on November 3, 2011, and a $300 million five year term loan ("Term Loan").

        In connection with the Credit Agreement, we entered into a Guarantee and Collateral Agreement which grants the lenders a first priority security interest in substantially all our assets. We are obligated to maintain various financial ratios and covenants that are typical for such credit agreements. We were in compliance with all financial covenants as of September 30, 2010.

Term Loan

        The proceeds of the Term Loan were used to finance a portion of the Leiner acquisition. Interest on the Term Loan is payable quarterly and the rate charged varies depending on the interest rate option selected by the Company. Options for the rate can either be the Alternate Base Rate or LIBOR, in each case plus applicable margin. Amortization of the Term Loan is 2.5% per quarter through June 30, 2010, 5.0% per quarter through June 30, 2011, 7.5% per quarter through June 30, 2013, and 2.5% due at maturity, July 25, 2013. As noted above, the Term Loan was repaid on October 1, 2010.

Revolving Credit Facility

        The revolving credit facility is available to be used for working capital purposes and any acquisitions consummated after the closing of the transactions contemplated by the Credit Agreement. Interest is payable quarterly and the rates charged on borrowings can vary depending on the interest rate option we select. Options for the rate are the Alternate Base Rate or LIBOR, in each case plus applicable margin. At September 30, 2010 and 2009, no borrowings were outstanding under the revolving credit facility. This revolving credit facility was terminated on October 1, 2010.

F-29

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

12. Long-Term Debt (Continued)

Senior Subordinated Notes

        In September 2005, we issued 10-year 7¹/8% Senior Subordinated Notes due 2015 in the aggregate principal amount of $200,000 (the "Notes"). In March 2006, we purchased, on the open market, $10,000 face value of the Notes for $9,575. The Notes are guaranteed by all our domestic subsidiaries and are full, unconditional and joint and several and uncollaterized and subordinated in right of payment for all existing and future indebtedness of the Company. The Notes are subject to redemption, at our option, in whole or in part, at any time on or after October 1, 2010, and prior to maturity at certain fixed redemption prices plus accrued interest. The Notes do not have any sinking fund requirements. Interest is paid semi-annually on April 1^st and October 1^st. The Notes are net of unamortized discount of $986 and $1,144 at September 30, 2010 and 2009, respectively. As noted above, the Notes were repaid on October 1, 2010.

Multi-currency Term Loan

        In September 2007, we entered into a multicurrency term facility agreement with a bank. During fiscal 2008, we amended the terms of the facility to extend the maturity to December 2010. As part of the amendment, we are required to maintain cash collateral in the amount of the outstanding loan balance. At September 30, 2010, the amount outstanding under this facility was £9,575 denominated in the British pound sterling, which approximated $15,126 in U.S. dollars based upon the exchange rate as of September 30, 2010. As a result, the cash collateral securing the loan of $15,126 is included in other assets within the consolidated balance sheet at September 30, 2010. The loan matures in full on December 29, 2010. Interest is payable quarterly at LIBOR plus applicable margin. At September 30, 2010, the interest rate, including applicable margin, was approximately 0.87%. As noted above, the Multi-currency Term Loan was repaid on October 1, 2010.

13. Fair Value of Financial Instruments

        GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-30

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

13. Fair Value of Financial Instruments (Continued)

Interest Rate Swaps

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. In fiscal 2008, we entered into two interest rate swap contracts to hedge the variability of future interest relating to a portion of the interest payments on our Term Loan. Each swap contract has a notional amount of $100 million. One swap contract has a fixed interest rate, before bank margin of 3.88% for a two year term and the other swap contract has a fixed interest rate, before bank margin of 4.195% for a three year term. Under the terms of the swap contracts, variable interest payments for a portion of our Term Loan are swapped for fixed interest payments.

        We have formally documented the relationship between the interest rate swap contracts and the Term Loan, as well as our risk management objective and strategy for undertaking the hedge transactions. This process includes linking the derivative which was designated as a cash flow hedge to the specific liability on the balance sheet. We have determined that there will be no ineffectiveness in the hedging relationships since the hedged forecasted interest payments are based on the same notional amount, have the same reset dates, and are based on the same benchmark interest rate designated under the variable rate Term Loan. Accordingly, we expect these hedging relationships to be highly effective and we assess, both at inception, and on an on-going basis, whether the swap contracts are highly effective in offsetting changes in the cash flows of the interest on the Term Loan. Therefore, we record the change in the fair value of the swap contracts in other comprehensive income ("OCI"), net of income taxes. The change in the fair value of the swap contracts for the fiscal year ended September 30, 2010 and 2009 recorded through OCI, net of income tax was $2,682 and $4,889, respectively. In anticipation of the Merger, both swap contracts were terminated on September 29, 2010. The fair value of the swap contracts was $5,813 on that date.

7¹/8% Senior Subordinated Notes

        The face value of the Notes at September 30, 2010 was $190,000. The fair value of the Notes, based on then quoted market prices (Level 1), was $196,878 at September 30, 2010. As noted above, the Notes were repaid on October 1, 2010.

14. Commitments

Operating Leases

        We conduct retail operations under operating leases, which expire at various dates through 2039. Some of the leases contain escalation clauses, as well as renewal options, and provide for contingent rent based upon sales plus certain tax and maintenance costs.

F-31

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

14. Commitments (Continued)

        Future minimum rental payments (excluding real estate tax and maintenance costs) for retail locations and other leases that have initial or noncancelable lease terms in excess of one year at September 30, 2010 are as follows for the fiscal year ending September 30:

2011	$	113,233
2012		99,794
2013		85,360
2014		70,770
2015		58,144
Thereafter		238,502
	$	665,803

        Operating lease rent expense (including real estate taxes and maintenance costs) and leases on a month to month basis were approximately $157,539, $149,929 and $132,152 during fiscal 2010, 2009 and 2008, respectively.

Purchase Commitments

        We were committed to make future purchases primarily for inventory related items, such as raw materials and finished goods, under various purchase arrangements with fixed price provisions aggregating approximately $170,982 at September 30, 2010.

Capital Commitments

        We had approximately $8,590 in open capital commitments at September 30, 2010, primarily related to leasehold improvements, as well as manufacturing equipment, computer hardware and software.

Real Estate Tax Incentive Transaction

        In August 2005, we entered into a sale-leaseback transaction pursuant to which we sold certain manufacturing assets and the land and building located in Augusta, Georgia for a total purchase price of $14,973. The purchase price consisted of $14,973 in cash which was simultaneously invested and is subject to an Industrial Revenue Bonds (IRB's) financing agreement. This agreement is intended to permit counties to attract business investment by offering property tax incentives. In accordance with Georgia law, we entered into this sale-leaseback agreement with Richmond County (the "County") and acquired an Industrial Development Revenue Bond. The arrangement is structured so that our lease payments to the County equal and offset the County's bond payments to the Company. The Bond is non-recourse to the County, our lease payments are pledged to secure repayment of the Bond, and the lease and bond provide for the legal right of offset. Consequently, the investment and lease obligation related to this arrangement have been offset in our consolidated balance sheets. The agreement has a maximum expiration date of 2025. Under the terms of the agreement, we must annually submit information regarding the value of the machinery and equipment in service in the County. If we had not entered into this transaction, property tax payments would have been higher. We can reacquire such property and terminate the agreement at a nominal price of one dollar. The subject property was included in other assets in our consolidated balance sheet as of September 30, 2010 and 2009.

F-32

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

14. Commitments (Continued)

Employment Agreements

        As of September 30, 2010 we had employment agreements with two of our executive officers. The agreements, entered into on March 1, 2008, each have a term of three years and are automatically renewed each year after the initial term unless either party notifies the other to the contrary. These agreements provide for minimum salary levels and contain provisions regarding severance and change in control of the Company. The remaining commitment for salaries to these two officers as of September 30, 2010 was approximately $661. In addition, five members of Holland & Barrett's senior executive staff have service contracts terminable by us upon twelve months notice. The annual aggregate commitment for such senior executive staff as of September 30, 2010 was approximately $1,407.

        As of September 30, 2010 we had a mandatory retirement age policy that applies to each member of the Board of Directors, other than Mr. Arthur Rudolph, our founder. Under this superannuation policy, no person who has reached the age of 73 can stand for election to the Board, unless an exception to the policy is approved by the Board. Each Board member who has served on the Board for at least 15 years and who retires from the Board solely as a result of this superannuation policy will continue to receive the annual Board retainer until the earlier of the tenth anniversary of his retirement date or until his death. We are currently making payments to three former directors totaling $190 per year as a result of this policy.

15. Litigation Summary

Sale of the Company

        On July 22, 2010 and on August 10, 2010, respectively, plaintiffs filed two actions, captioned Philip Gottlieb v. NBTY, Inc., et al, ("Gottlieb"), and Bredthauer v. NBTY, Inc., et al., ("Bredthauer"), each as a purported class action against the Company, the members of its Board of Directors, The Carlyle Group and certain Carlyle-related entities (The Carlyle Group and the Carlyle-related entities, collectively the "Carlyle Group"), challenging the Board of Directors' decision to sell the Company to the Carlyle Group for the price of $55 per share. The complaint, in each of these cases, alleged that this price per share did not represent fair value for the Company and sought to enjoin the anticipated sale and to invalidate certain related transactions. The Bredthauer lawsuit, filed in the Supreme Court of the State of New York, County of Suffolk, was dismissed by Plaintiff. Plaintiff then joined in the Gottlieb lawsuit, filed in the Supreme Court of the State of New York, County of Nassau. On September 16, 2010, the parties entered into a Memorandum of Understanding regarding the proposed settlement and dismissal with prejudice of the remaining action. The settlement is subject to, among other things, the execution of definitive documentation and court approval following notice to the members of the putative class. If approved by the court, the settlement provides for, among other things, the Company to pay certain attorneys' fees and expenses if awarded by the court. The Company believes the claims to be without merit.

Stock Purchases

        On May 11, 2010, a putative class-action, captioned John F. Hutchins v. NBTY, Inc., et al, was filed in the United States District Court, Eastern District of New York, against NBTY and certain officers, claiming that the defendants made allegedly false material statements, or concealed allegedly adverse

F-33

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

15. Litigation Summary (Continued)

material facts, for the purpose of causing members of the class to purchase NBTY stock at allegedly artificially inflated prices. An unopposed motion for appointment and approval of selection as lead counsel was made on July 12, 2010 was granted in November, 2010. Otherwise, to date, there has been no activity since the filing of the complaint. We believe the claims to be without merit and intend to vigorously defend this action. At this time, however, no determination can be made as to the ultimate outcome of the litigation or the amount of liability, if any, on the part of any of the defendants.

Nutrition Bars

        Our subsidiary, Rexall Sundown, Inc. ("Rexall"), and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned Jamie Pesek, et al. v. Rexall Sundown, Inc., et al., brought in California Superior Court, County of San Francisco in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. We believe this lawsuit to be without merit and have defended this action vigorously. Since December 2007, with Rexall's and the other defendants' renewed motion for judgment on the pleadings pending, the Court has stayed the case for all purposes, pending rulings on relevant cases before the California Supreme Court. Although the California Supreme Court has resolved some of those cases, others remain pending as of this date. Accordingly, the case remains stayed. The Court held a case-management conference ("CMC") on August 5, 2009. At that time, the parties requested, and the Court agreed, to keep the stay in place for at least another nine months. The Court scheduled a subsequent CMC for February 25, 2010, but canceled that conference upon being informed by the parties that the California Supreme Court had not yet acted. The Court set another CMC for May 21, 2010, and instructed the parties to report back before that date as to the status of the cases before the California Supreme Court. By agreement of the parties, the May 21, 2010 CMC was continued until November 19, 2010, and then, most recently, continued again until March 24, 2011, by which time we expect the California Supreme Court to have resolved the outstanding issues pending before it. Based upon the information currently available, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

FTC Investigation of Certain Children's Multi Vitamin and Mineral Products

        In letters dated July 22, 2010, the Division of Advertising Practices of the FTC informed us of a non-public FTC investigation of certain allegedly false or unsubstantiated or both, advertising statements regarding certain children's multiple vitamin and mineral products sold by us. The letters, which included a proposed Complaint and Judgment and Order for Permanent Injunction and Other Relief, indicated that the FTC may seek injunctive and other relief against us. On October 26, 2010, NBTY signed a proposed agreement with the FTC to resolve this matter. Under the terms of the proposed agreement, NBTY will pay $2.1 million (which has been accrued as of September 30, 2010). NBTY will pay most, if not all, of that amount to consumers in the form of restitution. NBTY will pay the money in conjunction with a consent order under which NBTY will agree to certain advertising restrictions and requirements. On December 13, 2010, the FTC publicly announced that it had tentatively approved the settlement of this matter under the terms set out above. However, the FTC is providing potentially interested persons the opportunity to submit comments on the settlement by

F-34

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

15. Litigation Summary (Continued)

January 14, 2011. After its receipt of those comments (if any), the FTC will decide whether to make the settlement final.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, intellectual property and California Proposition 65 claims) arise in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial condition or results of operations, if adversely determined against us.

16. Income Taxes

        Income before provision for income taxes consists of the following components:

	2010		2009		2008
United States	$	237,306	$	170,279	$	141,823
Foreign		90,409		58,689		89,217
	$	327,715	$	228,968	$	231,040

        Provision for income taxes consists of the following:

		2010			2009		2008
Federal
	Current	$	86,896		$	47,260	$	38,199
	Deferred		(13,160	)		6,141		7,048
State
	Current		12,459			8,185		3,449
	Deferred		(1,045	)		622		394
Foreign
	Current		27,690			20,799		28,544
	Deferred		1,205			232		255
Total provision		$	114,045		$	83,239	$	77,889

F-35

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

16. Income Taxes (Continued)

        The following is a reconciliation of the income tax expense computed using the statutory Federal income tax rate to the actual income tax expense and the effective income tax rate.

	2010						2009						2008
	Amount			Percent of pretax income			Amount			Percent of pretax income			Amount			Percent of pretax income
Income tax expense at statutory rate	$	114,701			35.0	%	$	80,139			35.0	%	$	80,864			35.0	%
State income taxes, net of federal income tax benefit		7,090			2.2	%		5,725			2.5	%		2,498			1.1	%
Change in valuation allowance		1,556			0.5	%		4,309			1.9	%		1,665			0.7	%
Effect of international operations, including foreign export benefit and earnings indefinitely reinvested		(6,638	)		(2.0	)%		(4,193	)		(1.8	)%		(3,461	)		(1.5	)%
Domestic manufacturing deduction		(4,200	)		(1.3	)%		(2,580	)		(1.1	)%		(1,572	)		(0.7	)%
Transaction costs		2,745			0.8	%
Other		(1,209	)		(0.4	)%		(161	)		(0.1	)%		(2,105	)		(0.9	)%
	$	114,045			34.8	%	$	83,239			36.4	%	$	77,889			33.7	%

        The difference in the effective rate in fiscal 2009 as compared to the statutory rate is mainly attributable to higher state income taxes resulting from an increase in domestic income and losses attributable to certain foreign subsidiaries for which no benefit has been recognized.

        The difference in the effective rate in fiscal 2008 as compared to the statutory rate is mainly attributable to our enhanced foreign structure.

F-36

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

16. Income Taxes (Continued)

        The components of deferred tax assets and liabilities are as follows as of September 30:

			2010			2009
Deferred tax assets:
	Inventory reserves		$	11,829		$	9,774
	Accrued expenses and reserves not currently deductible			32,678			23,443
	Other comprehensive income			2,244			2,130
	Tax credits			23,530			16,328
	Foreign net operating losses			11,509			9,610
	Valuation allowance			(14,618	)		(13,063	)
		Total deferred income tax assets, net of valuation allowance		67,172			48,222
Deferred tax liabilities:
	Property, plant and equipment			(15,123	)		(13,953	)
	Intangibles			(29,763	)		(26,158	)
	Undistributed foreign earnings			(20,331	)		(16,379	)
		Total deferred income tax liabilities		(65,217	)		(56,490	)
Total net deferred income tax assets / (liabilities)				1,955			(8,268	)
Less current deferred income tax assets				(40,130	)		(28,154	)
Long-term deferred income tax liabilities			$	(38,175	)	$	(36,422	)

        At September 30, 2010, we had foreign net operating losses, foreign tax credit and New York State ("NYS") investment tax credit carryforwards of $32,727, $20,059 and $3,472, respectively. At September 30, 2010 and 2009, we maintained a valuation allowance of $3,112 and $3,453, respectively, against the NYS investment tax credits that expire primarily between 2013 and 2016 and $11,509 and $9,610, respectively, against foreign loss carryforwards which expire in accordance with applicable tax law. We provide a valuation allowance for these credit and loss carryforwards because we do not consider realization of such assets to be more likely than not. We continue to monitor the need for these valuation allowances on an on-going basis.

        At September 30, 2010, we had $83,249 of undistributed international earnings on which we have not provided any U.S. tax expense as we intend to permanently reinvest these earnings outside of the U.S.

        The change in the valuation allowance for the fiscal years ended September 30, 2010 and 2009 is as follows:

	2010			2009			2008
Beginning balance	$	(13,063	)	$	(8,400	)	$	(6,735	)
NYS investment tax credit carryforwards utilized		342			212			(350	)
Foreign net operating losses generated		(1,897	)		(4,521	)		(1,315	)
Foreign net operating losses acquired		—			(354	)		—
Balance at September 30	$	(14,618	)	$	(13,063	)	$	(8,400	)

F-37

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

16. Income Taxes (Continued)

        Effective October 1, 2007, we adopted the FASB authoritative guidance relating to accounting for uncertainty in income taxes. In accordance with this guidance, we recognized a cumulative-effect adjustment of $3,025, increasing our liability for unrecognized tax benefits, interest and penalties and reducing the October 1, 2007 balance of retained earnings.

        The following table summarizes the activity related to gross unrecognized tax benefits from October 1, 2009 to September 30, 2010:

	2010			2009			2008
Beginning balance	$	9,229		$	10,007		$	10,446
Increases related to prior year tax positions		1,252			385			1,715
Decreases related to prior year tax positions		—			—			(910	)
Decreases related to settlements with taxing authorities		(669	)		(465	)		(176	)
Decreases related to lapsing of statute of limitations		(602	)		(698	)		(1,068	)
Balance as of September 30	$	9,210		$	9,229		$	10,007

        These liabilities are primarily included as a component of other liabilities in our consolidated balance sheet because we generally do not anticipate that settlement of the liabilities will require payment of cash within the next twelve months.

        Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $6,588 and $6,216 as of September 30, 2010 and 2009, respectively. We do not believe that the amount will significantly change in the next 12 months.

        We accrue interest and penalties related to unrecognized tax benefits in income tax expense. This methodology is consistent with previous periods. At September 30, 2010, we had accrued $1,263 and $551 for the potential payment of interest and penalties, respectively. As of September 30, 2010, we were subject to U.S. Federal Income Tax examinations for the tax years 2007 through 2010, and to non-US examinations for the tax years of 2004—2009. In addition, we are generally subject to state and local examinations for fiscal years 2007—2009. There were no significant changes to accrued penalties and interest during the fiscal year ended September 30, 2010.

17. Stockholders' Equity

        On October 1, 2010, NBTY consummated a merger with an affiliate of Carlyle, under which the affiliate acquired 100% of NBTY's equity. See Note 25 for more information regarding the Merger.

        On March 11, 1999, our board of directors approved a 20 million share repurchase program that authorizes us to purchase shares of our common stock to increase shareholder value and manage dilution resulting from shares issued under our equity compensation plans.

        During fiscal 2008, we repurchased and retired 6,716 shares of NBTY common stock at an average price of $28.06 per share, totaling $188,432. All shares were repurchased in open-market transactions as part of our publicly announced share repurchase program. As of September 30, 2010, there were approximately 3,850 shares available to be repurchased under this program.

F-38

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

18. Stock Based Compensation and Employee Benefit Plans

        In February 2009, the Company's shareholders approved the NBTY, Inc. 2009 Equity Awards Plan (the "2009 Plan"). In accordance with the 2009 Plan, the Company's Board of Directors ("Board") may grant up to 2,500 shares of common stock, which may be in the form of stock options, stock appreciation rights, restricted shares, restricted stock units or other common stock based awards as the Board may determine.

        In February 2008, the Company's shareholders approved the NBTY, Inc. Year 2008 Stock Option Plan (the "2008 Plan"). The 2008 Plan is substantially identical to the NBTY, Inc. Year 2002 Stock Option Plan (the "2002 Plan"). No further stock option awards have been granted under the 2002 Plan since the adoption of the 2008 Plan. The 2008 Plan did not affect the terms or conditions of the 151 stock option awards granted in February 2008 under the 2002 Plan. In accordance with the 2008 Plan, the Board may grant up to approximately 1,451 shares of common stock in the form of stock options (which is equal to the number of shares of common stock that remained available for stock option awards under the 2002 Plan as of February 2008). The exercise price per share for options granted may not be less than the fair market value per share of common stock on the date of grant. Stock options vesting is determined by the Board. Stock options expire no later than 10 years from the date of grant.

        On December 23, 2009, the Company granted 287 stock options to directors and certain employees under the 2008 and 2000 Stock Option Plans. These stock options were granted with an exercise price of $43.88, the closing price of the Company's common stock on the date of grant. The vesting period for these options is over four years, in three equal increments on each of the second, third and fourth anniversary of the date of grant, except those granted to Harvey Kamil, President and CFO, the vesting of which will accelerate if he retires after the second anniversary of the date of grant. All stock options granted expire ten years from the date of grant.

        On December 23, 2009, the Company also granted 21 restricted stock units to directors and certain executives under the 2009 Equity Awards Plan. The closing price of the Company's common stock on the date of grant was $43.88. These restricted stock units vest over four years, in three equal increments on each of the second, third and fourth anniversary of the date of grant, except those granted to Harvey Kamil, President and CFO, the vesting of which will accelerate if he retires after the second anniversary of the date of grant.

        In fiscal 2009, the Company granted 925 stock options to directors and certain employees under the 2008 and 2000 Stock Option Plans. These stock options were granted with a weighted average exercise price of $22.90. All stock options were granted at a price equal to the fair market value of the Company's common stock on the date of grant. The vesting period for 261 of these options is over four years, with ¹/2 vesting in 2010, and ¹/6 vesting on the anniversary of the date of grant in 2011, 2012 and 2013. The vesting period for the remaining 664 options is over four years, with no vesting in 2010, and ¹/3 vesting on the anniversary of the date of grant in 2011, 2012 and 2013. All stock options granted expire ten years from the date of grant.

        In fiscal 2008, the Company granted 447 stock options to directors and employees under the 2008 Plan, 150 stock options to employees under the 2002 Plan and 360 stock options to employees under the NBTY, Inc. Year 2000 Incentive Stock Option Plan for an aggregate grant of 957 stock options. These stock options were granted at a weighted average exercise price of $25.52. All stock options were granted at a price equal to the fair market value of the Company's common stock on the date of grant.

F-39

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

18. Stock Based Compensation and Employee Benefit Plans (Continued)

These options vest over four years, with no vesting in 2009, and ¹/3 vesting on the anniversary of the date of grant in 2010, 2011 and 2012, and expire ten years from the date of grant.

        The weighted-average grant-date fair value per share of the options granted in fiscal 2010, 2009 and 2008 was $22.13, 11.48 and $12.70, respectively. The fair value of each option award is estimated on the date of grant using a Black- Scholes-Merton option pricing model. The following weighted-average assumptions were used for the options granted:

	2010			2009			2008
Risk-free rate(1)		2.9	%		2.8	%		3.2	%
Expected term(2)		6.4 years			6.5 years			6.4 years
Expected volatility(3)		48	%		49	%		47	%
Expected dividends		0.0	%		0.0	%		0.0	%

(1)

The risk-free rate is based upon the rate on a zero coupon U.S. Treasury bill, for the expected term of the option, in effect at the time of grant.

(2)

The expected term of the option is based on historical employee exercise behavior, the vesting terms of the respective option and a contractual life of ten years.

(3)

Expected volatility is primarily based on the daily historical volatility of our stock price, over a period similar to the expected term of the option.

        A summary of stock option activity follows:

	Fiscal Year Ended September 30,
	2010					2009					2008
	Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price
Outstanding at beginning of period		3,765		$	14.38		3,231		$	11.53		3,475		$	5.80
Granted		287		$	43.88		925		$	22.90		957		$	25.52
Exercised		(1,570	)	$	6.76		(275	)	$	5.26		(1,197	)	$	6.12
Forfeited		(28	)	$	26.10		(116	)	$	25.51		(4	)	$	—
Outstanding at end of period		2,454		$	22.57		3,765		$	14.38		3,231		$	11.53
Exercisable at end of period		838		$	12.08		1,999		$	5.75		2,274		$	5.64
Number of shares available for future grant		2,556

F-40

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

18. Stock Based Compensation and Employee Benefit Plans (Continued)

        A summary of stock option exercises and related activity follows:

	2010		2009		2008
Stock options exercised		1,570		275		1,197
Aggregate proceeds	$	10,620	$	1,446	$	7,325
Compensation deduction for tax purposes	$	6,940	$	148	$	2,709
Tax benefit credited to capital in excess of par	$	6,646	$	55	$	1,002
Intrinsic value of options exercised	$	55,383	$	4,867	$	29,509

        The following table summarizes information about stock options outstanding at September 30, 2010:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Shares Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Shares Exercisable		Weighted Average Exercise Price		Intrinsic Value
$5.47		500		.3	$	5.47		500	$	5.47	$	24,516
$15.98		261		8.5	$	15.98		130	$	15.98		5,027
$25.50 - $28.34		1,410		8.0	$	25.57		208	$	25.53		6,022
$43.88		283		9.2	$	43.88

        As a result of the Merger (see Note 25) each outstanding and unexercised option to purchase shares of NBTY's common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55.00 over the per-share exercise price of such option, without interest, less applicable withholding tax.

Employee Benefit Plans

        We sponsor a Retirement Savings Plan consisting of a 401(k) plan covering substantially all U.S. employees with more than six months of service. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred salary deductions for eligible employees. Employees may contribute from one to fifty percent of their annual compensation to the Plan, limited to a maximum annual amount as set, and periodically updated, by the Internal Revenue Service. We provide a Company match of 100% of employee contributions, up to three percent of the employee's compensation and 50% match of the next two percent of compensation, limited to an annual match contribution equal to 4% of the employees eligible compensation. Employees become fully vested in employer match contributions after three years of service.

        We also sponsored an Employee Stock Ownership Plan ("ESOP") which covered substantially all domestic employees who are employed at calendar year end and have completed one year of service (providing the employee worked at least the minimum number of hours as required by the terms of the plan during such plan year). As of September 30, 2010, all shares of the ESOP have been allocated to participants' accounts. The ESOP's assets consist primarily of our common stock and a small amount of cash and other investments. Total ESOP shares are considered to be shares outstanding for earnings per share calculations.

F-41

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

18. Stock Based Compensation and Employee Benefit Plans (Continued)

        The ESOP is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended ("Code") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The contributions we make to the ESOP are on a voluntary basis in the form of our stock or cash, which is invested by the plan's trustee in our stock. There is no minimum contribution required in any one year. There are no contributions required or permitted to be made by an employee. All contributions are allocated to participant accounts as defined by the plan. Employees become vested in their respective accounts after three years of service, as defined in the plan document.

        The ESOP held approximately 2.8% and 3.2% of our outstanding common stock for the benefit of all participants as of September 30, 2010 and 2009, respectively.

        As a result of the Merger (see Note 25), the shares held by the ESOP were cancelled and entitled the participant thereof to a cash amount equal to $55.00 per share. Pursuant to the Merger Agreement, the Company amended the ESOP so that it will no longer invest in shares of Common Stock following the Merger. Our Board of Directors is in the process of determining the type of participation and the level of participation by our named executive officers in the ESOP for all periods following the Merger.

        The accompanying financial statements reflect contributions to these plans of approximately $7,521, $8,731 and $5,388 during fiscal 2010, 2009 and 2008, respectively.

        Certain international subsidiaries of the Company, mainly in the U.K., have company-sponsored defined contribution plans to comply with local statutes and practices. The accompanying financial statements reflect contributions to these plans by such subsidiaries in the approximate amount of $1,416, $1,180 and $1,606 during fiscal 2010, 2009 and 2008, respectively.

19. Related Party Transactions

        Certain members of the immediate families of Arthur Rudolph, Scott Rudolph and Glenn Schneider (each a director or executive officer, or both, of the Company) are employed by the Company. During fiscal 2010, 2009 and 2008, these immediate family members received aggregate compensation and fringe benefits from the Company totaling $2,957, $2,630 and $2,293, respectively, for services rendered by them as associates of the Company.

        An entity owned by a relative of Messrs. Arthur Rudolph and Scott Rudolph received sales commissions from us of $721, $645 and $791 in fiscal 2010, 2009 and 2008, respectively.

        We paid $450 during fiscal 2010, 2009 and 2008, to Rudolph Management Associates, Inc., pursuant to the Consulting Agreement between the Company and Rudolph Management Associates, Inc. Arthur Rudolph, who was a director of the Company until October 1, 2010, and father of Scott Rudolph (Chairman), is the President of Rudolph Management Associates, Inc.

        We leased one Vitamin World store, of approximately fifteen-hundred square feet of retail space, in a shopping mall that is owned by an entity in which members of the extended family of Aram Garabedian (who was a director of the Company until October 1, 2010) have an aggregate 35% income interest. The store was closed in March 2010. During fiscal 2010, 2009 and 2008, aggregate payments of rents and other charges under this lease were $69, $137 and $123, respectively.

F-42

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

20. Accumulated Other Comprehensive Income

        The components of accumulated other comprehensive income, net of income taxes as of September 30, 2010 and 2009 are as follows:

		2010			2009
Cumulative foreign currency translation adjustments		$	(1,701	)	$	2,899
Change in fair value of interest rate swaps			(3,569	)		(6,251	)
	Total	$	(5,270	)	$	(3,352	)

        The change in the cumulative foreign currency translation adjustment primarily relates to our investment in our European subsidiaries and fluctuations in exchange rates between their local functional currencies and the U.S. dollar.

        The change in the fair value of interest rate swaps represents their fair value, net of tax, on their termination date (as discussed in Note 13). Upon termination of these swaps, the change in the fair value was not recognized in the income statement because as of September 30, 2010 it was not probable that the underlying interest payments would not occur in the originally specified time period.

        During the fiscal years ended September 30, 2010, 2009 and 2008 we recorded a decrease in our deferred tax liability relating to other comprehensive income during the year of $109, $13,213 and $18,630, respectively.

21. Business and Credit Concentration

Financial instruments

        Financial instruments which potentially subject us to credit risk consist primarily of cash and cash equivalents (the amounts of which may, at times, exceed Federal Deposit Insurance Corporation limits on insurable amounts), investments and trade accounts receivable. We mitigate our risk by investing in or through major financial institutions.

Customers

        We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customers' current credit worthiness, as determined by the review of their current credit information. Customers account activity is continuously monitored. As a result of this review process, we record bad debt expense, which is based upon historical experience as well as specific customer collection issues that have been identified, to adjust the carrying amount of the related receivable to its estimated realizable value. While such bad debt expenses have historically been within expectations and allowances established, we cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. If the financial condition of one or more of our customers were to deteriorate, additional bad debt provisions may be required.

F-43

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

21. Business and Credit Concentration (Continued)

        One customer accounted for the following percentages of net sales for the fiscal years ended September 30:

	Wholesale/US Nutrition Segment Net Sales									Total Consolidated Net Sales
	2010			2009			2008			2010			2009			2008
Customer A		27	%		30	%		22	%		16	%		18	%		12	%

        The loss of this customer, or any of our other major customers, would have a material adverse effect on our consolidated results of operations if we were unable to replace such customer(s).

        The following customers accounted for the following percentages of the Wholesale/US Nutrition segment's gross accounts receivable at fiscal years ended:

	2010			2009
Customer A		21	%		25	%
Customer B		7	%		11	%

Suppliers

        During fiscal 2010, 2009 and 2008 no one supplier provided more than 10% of our raw material purchases. We do not believe that the loss of any single supplier would have a material adverse effect on our consolidated financial condition or results of operations.

22. Supplemental Disclosure of Cash Flow Information

		2010			2009		2008
Cash interest paid (net of capitalized interest of $1,404 in 2008)		$	27,695		$	34,074	$	14,882
Cash income taxes paid			122,022			61,646		69,411
Non-cash investing and financing information:
Acquisitions accounted for under the purchase method:
	Fair value of assets acquired	$	15,563		$	—	$	464,358
	Liabilities assumed		(676	)		—		(66,068	)
	Less: Cash acquired		(687	)		—		(3,758	)
	Net cash paid	$	14,200		$	—	$	394,532
Property, plant and equipment additions included in accounts payable			2,034			1,131		5,099

23. Segment Information

        We are organized by sales segments on a worldwide basis. We evaluate performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (before corporate allocations) of each segment, as these are the key performance indicators that we review. Operating income or loss for each segment does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest

F-44

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

23. Segment Information (Continued)

expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to: human resources, legal, finance, and various other corporate level activity related expenses. Such unallocated expenses remain within Corporate.

        All our products fall into one or more of these four segments:

•

Wholesale / US Nutrition—This segment is comprised of several divisions, each targeting specific market groups which include wholesalers, distributors, food, drug and mass merchandisers, pharmacies, health food stores, club stores, bulk and international customers.

•

North American Retail—This segment generates revenue through its 457 owned and operated Vitamin World stores selling proprietary brand and third-party products and through its Canadian operation of 81 owned and operated Le Naturiste stores.

•

European Retail—This segment generates revenue through its 608 Holland & Barrett stores, 270 Julian Graves stores and 44 GNC stores in the UK, 92 DeTuinen stores, which includes 13 franchise locations, in the Netherlands and 34 Nature's Way stores in Ireland. In addition, Holland & Barrett has 9 franchise locations in South Africa, Singapore and Malta. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees.

•

Direct Response / E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and internet. Catalogs are strategically mailed to customers who order by mail, internet, or by phone.

        The following table represents key financial information of our business segments:

		Wholesale/ US Nutrition		North American Retail			European Retail		Direct Response/ E-Commerce		Corporate/ Manufacturing			Consolidated
Fiscal 2010:
	Net sales	$	1,734,860	$	212,655		$	645,250	$	233,972	$	—		$	2,826,737
	Income (loss) from operations		292,991		10,032			100,865		68,018		(118,129	)		353,777
	Depreciation and amortization		14,578		2,597			13,598		4,698		31,333			66,804
	Capital expenditures		1,473		3,427			39,158		36		25,809			69,903
Fiscal 2009:
	Net sales	$	1,557,089	$	201,878		$	601,574	$	221,409	$	—		$	2,581,950
	Income (loss) from operations		180,660		1,420			89,747		57,442		(65,358	)		263,911
	Depreciation and amortization		14,794		3,007			14,385		5,022		31,680			68,888
	Capital expenditures		834		2,501			10,575		4,662		24,803			43,375
Fiscal 2008:
	Net sales	$	1,160,486	$	208,014		$	600,463	$	210,506	$	—		$	2,179,469
	Income (loss) from operations		158,195		(2,816	)		121,941		28,197		(68,905	)		236,612
	Depreciation and amortization		11,655		3,161			12,311		5,254		28,340			60,721
	Capital expenditures		3,051		5,684			15,837		2,076		22,449			49,097

F-45

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

23. Segment Information (Continued)

        Net sales by location of customer

		2010		2009		2008
United States		$	1,870,622	$	1,745,348	$	1,378,845
United Kingdom			618,085		576,584		572,455
Canada			100,350		86,071		50,921
Netherlands			65,591		56,557		59,389
Ireland			24,567		20,844		22,617
Other foreign countries			147,522		96,546		95,242
	Consolidated net sales	$	2,826,737	$	2,581,950	$	2,179,469

        Long-lived assets—Property, plant and equipment, goodwill and other intangible assets

		2010		2009
United States		$	635,581	$	671,384
United Kingdom			217,151		203,489
Netherlands			16,182		13,997
Ireland			9,893		9,203
Canada			26,043		25,831
Other foreign countries			16,729		3,151
	Consolidated long-lived assets	$	921,579	$	927,055

        Total assets by segment as of September 30, 2010 and 2009 are as follows:

		2010		2009
Wholesale / US Nutrition		$	917,026	$	915,783
North American Retail			32,782		28,334
European Retail			424,065		403,657
Direct Response / E-Commerce			54,404		54,348
Corporate / Manufacturing			772,491		558,099
	Consolidated assets	$	2,200,768	$	1,960,221

        Approximately 29%, 29% and 33% of our net sales for the fiscal years ended September 30, 2010, 2009 and 2008, respectively, were denominated in currencies other than U.S. dollars, principally British pounds, euros and Canadian dollars. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on the Company, as this would result in a decrease in our consolidated operating results.

F-46

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

23. Segment Information (Continued)

        Foreign subsidiaries accounted for the following percentages of assets and total liabilities as of September 30, 2010 and 2009:

	2010			2009
Total Assets		26	%		26	%
Total Liabilities		16	%		13	%

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

        The 7¹/8% Notes are guaranteed by all our domestic subsidiaries. See Note 12—Long-Term Debt, for additional information regarding the 7¹/8% Notes. Our domestic subsidiaries are wholly-owned (directly or indirectly) by NBTY, Inc. These guarantees are full, unconditional and joint and several. The following condensed consolidating financial information presents:

(1)

Condensed consolidating balance sheets as of September 30, 2010 and 2009, and statements of income and statements of cash flows for the fiscal years ended September 30, 2010, 2009 and 2008 of (a) NBTY, Inc., the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries, and (d) the Company on a consolidated basis, and



(2)

Elimination entries necessary to consolidate NBTY, Inc., the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly-owned subsidiaries. Under this method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the consolidated financial statements and other notes related thereto.

F-47

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Predecessor
Condensed Consolidating Balance Sheet
As of September 30, 2010

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	281,457		$	—	$	65,026		$	—		$	346,483
	Accounts receivable, net			—			107,007		28,370			—			135,377
	Intercompany			—			459,164		757,005			(1,216,169	)		—
	Inventories			—			533,360		135,536			—			668,896
	Deferred income taxes			—			39,488		642			—			40,130
	Other current assets			—			19,162		47,828			—			66,990
		Total current assets		281,457			1,158,181		1,034,407			(1,216,169	)		1,257,876
Property, plant and equipment, net				34,850			231,865		125,184			—			391,899
Goodwill				—			197,701		137,458			—			335,159
Intangible assets, net				—			171,164		23,357						194,521
Other assets				—			20,376		937						21,313
Intercompany loan receivable				339,816			40,733		—			(380,549	)		—
Investments in subsidiaries				2,388,648			—		—			(2,388,648	)		—
		Total assets	$	3,044,771		$	1,820,020	$	1,321,343		$	(3,985,366	)	$	2,200,768
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	62,658		$	—	$	15,500		$	—		$	78,158
	Accounts payable			—			87,725		53,276			—			141,001
	Intercompany			1,216,169			—		—			(1,216,169	)		—
	Accrued expenses and other current liabilities			—			148,313		41,066			—			189,379
		Total current liabilities		1,278,827			236,038		109,842			(1,216,169	)		408,538
Intercompany loan payable				—			—		380,549			(380,549	)		—
Long-term debt, net of current portion				341,128			—		—			—			341,128
Deferred income taxes				33,897			—		4,278			—			38,175
Other liabilities				10,966			3,010		18,998			—			32,974
		Total liabilities		1,664,818			239,048		513,667			(1,596,718	)		820,815
Commitments and contingencies
Stockholders' Equity:
	Common stock			508			—		—			—			508
	Capital in excess of par			186,248			352,016		301,271			(653,287	)		186,248
	Retained earnings			1,198,467			1,228,956		513,456			(1,742,412	)		1,198,467
	Accumulated other comprehensive loss			(5,270	)		—		(7,051	)		7,051			(5,270	)
		Total stockholders' equity		1,379,953			1,580,972		807,676			(2,388,648	)		1,379,953
		Total liabilities and stockholders' equity	$	3,044,771		$	1,820,020	$	1,321,343		$	(3,985,366	)	$	2,200,768

F-48

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Balance Sheet
As of September 30, 2009

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	46,169		$	—	$	59,832		$	—		$	106,001
	Accounts receivable, net			—			132,762		23,101			—			155,863
	Intercompany			—			141,489		724,127			(865,616	)		—
	Inventories			—			530,218		128,316			—			658,534
	Deferred income taxes			—			24,124		4,030			—			28,154
	Other current assets			—			20,910		29,089			—			49,999
		Total current assets		46,169			849,503		968,495			(865,616	)		998,551
Property, plant and equipment, net				39,246			245,415		89,156			—			373,817
Goodwill				—			197,701		141,398			—			339,099
Other intangible assets, net				—			189,022		25,117			—			214,139
Other assets				—			21,403		13,212			—			34,615
Intercompany loan receivable				343,715			40,733		—			(384,448	)		—
Investments in subsidiaries				2,082,257			—		—			(2,082,257	)		—
		Total assets	$	2,511,387		$	1,543,777	$	1,237,378		$	(3,332,321	)	$	1,960,221
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	38,138		$	115	$	640		$	—		$	38,893
	Accounts payable			—			90,835		37,650			—			128,485
	Intercompany			865,616			—		—			(865,616	)		—
	Accrued expenses and other current liabilities			—			114,851		41,883			—			156,734
		Total current liabilities		903,754			205,801		80,173			(865,616	)		324,112
Intercompany loan payable				—			—		384,448			(384,448	)		—
Long-term debt, net of current portion				421,785			—		15,844			—			437,629
Deferred income taxes				35,959			—		463			—			36,422
Other liabilities				22,064			2,602		9,567			—			34,233
		Total liabilities		1,383,562			208,403		490,495			(1,250,064	)		832,396
Commitments and contingencies
Stockholders' Equity:
	Common stock			495			—		—			—			495
	Capital in excess of par			145,885			352,019		301,269			(653,288	)		145,885
	Retained earnings			984,797			983,355		450,168			(1,433,523	)		984,797
	Accumulated other comprehensive income			(3,352	)		—		(4,554	)		4,554			(3,352	)
		Total stockholders' equity		1,127,825			1,335,374		746,883			(2,082,257	)		1,127,825
		Total liabilities and stockholders' equity	$	2,511,387		$	1,543,777	$	1,237,378		$	(3,332,321	)	$	1,960,221

F-49

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Income
Year Ended September 30, 2010

		Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	2,067,065	$	833,395		$	(73,723	)	$	2,826,737
Costs and expenses:
	Cost of sales		—			1,225,826		369,452			(73,723	)		1,521,555
	Advertising, promotion and catalog		—			112,827		24,729			—			137,556
	Selling, general and administrative		74,129			355,011		338,806			—			767,946
	Merger expenses		45,903											45,903
			120,032			1,693,664		732,987			(73,723	)		2,472,960
Income from operations			(120,032	)		373,401		100,408			—			353,777
Other income (expense):
	Equity in income of subsidiaries		308,889			—		—			(308,889	)		—
	Intercompany interest		8,754			—		(8,754	)		—			—
	Interest		(29,388	)		—		(807	)		—			(30,195	)
	Miscellaneous, net		123			4,445		(435	)		—			4,133
			288,378			4,445		(9,996	)		(308,889	)		(26,062	)
Income before provision for income taxes			168,346			377,846		90,412			(308,889	)		327,715
(Benefit) provision for income taxes			(45,324	)		132,245		27,124			—			114,045
Net income		$	213,670		$	245,601	$	63,288		$	(308,889	)	$	213,670

F-50

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Income
Year Ended September 30, 2009

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	1,902,258		$	757,672		$	(77,980	)	$	2,581,950
Costs and expenses:
	Cost of sales		—			1,197,482			338,935			(77,980	)		1,458,437
	Advertising, promotion and catalog		—			90,075			20,023			—			110,098
	Selling, general and administrative		77,600			342,341			317,845			—			737,786
	IT project termination costs		—			9,418			2,300			—			11,718
			77,600			1,639,316			679,103			(77,980	)		2,318,039
Income from operations			(77,600	)		262,942			78,569			—			263,911
Other income (expense):
	Equity in income of subsidiaries		211,791			—			—			(211,791	)		—
	Intercompany interest		18,805			—			(18,805	)		—			—
	Interest		(33,060	)		(2	)		(1,820	)		—			(34,882	)
	Miscellaneous, net		(480	)		(495	)		914			—			(61	)
			197,056			(497	)		(19,711	)		(211,791	)		(34,943	)
Income before provision for income taxes			119,456			262,445			58,858			(211,791	)		228,968
(Benefit) provision for income taxes			(26,273	)		91,855			17,657			—			83,239
Net income		$	145,729		$	170,590		$	41,201		$	(211,791	)	$	145,729

F-51

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Income
Year Ended September 30, 2008

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	1,466,347		$	780,232		$	(67,110	)	$	2,179,469
Costs and expenses:
	Cost of sales		—			841,935			327,344			(67,110	)		1,102,169
	Advertising, promotion and catalog		—			116,358			24,121			—			140,479
	Selling, general and administrative		107,111			283,123			309,975			—			700,209
			107,111			1,241,416			661,440			(67,110	)		1,942,857
Income from operations			(107,111	)		224,931			118,792			—			236,612
Other income (expense):
	Equity in income of subsidiaries		214,229			—			—			(214,229	)		—
	Intercompany interest		31,042			—			(31,042	)		—			—
	Interest		(17,409	)		(2	)		(1,228	)		—			(18,639	)
	Miscellaneous, net		1,924			6,805			4,338			—			13,067
			229,786			6,803			(27,932	)		(214,229	)		(5,572	)
Income before provision for income taxes			122,675			231,734			90,860			(214,229	)		231,040
(Benefit) provision for income taxes			(30,476	)		81,107			27,258			—			77,889
Net income		$	153,151		$	150,627		$	63,602		$	(214,229	)	$	153,151

F-52

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended September 30, 2010

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	213,670		$	245,601		$	63,288		$	(308,889	)	$	213,670
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(308,889	)		—			—			308,889			—
		Impairments and disposals of assets, net				—			10,033			1,292			—			11,325
		Depreciation and amortization				4,909			44,872			17,023			—			66,804
		Foreign currency transaction loss				1,234			—			(109	)		—			1,125
		Stock-based compensation				21,865			617			627			—			23,109
		Amortization of deferred charges				1,412			—			—			—			1,412
		Allowance for doubtful accounts				—			1,256			—			—			1,256
		Inventory reserves				—			934			—			—			934
		Deferred income taxes				—			(17,751	)		4,751			—			(13,000	)
		Excess income tax benefit from exercise of stock options				(6,646	)		—			—			—			(6,646	)
		Changes in operating assets and liabilities, net of acquisition:
			Accounts receivable			—			21,759			(367	)		—			21,392
			Inventories			—			(5,106	)		(6,291	)		—			(11,397	)
			Other assets			—			2,890			(4,015	)		—			(1,125	)
			Accounts payable			—			(4,959	)		15,707			—			10,748
			Accrued expenses and other liabilities			—			39,131			13,014			—			52,145
				Net cash (used in) provided by operating activities		(72,445	)		339,277			104,920			—			371,752
Cash flows from investing activities:
	Intercompany accounts					353,896			(317,852	)		(36,044	)					—
	Purchase of property, plant and equipment					(1,829	)		(21,279	)		(46,795	)		—			(69,903	)
	Proceeds from sale of investments					2,000			—			—			—			2,000
	Cash paid for acquisitions, net of cash acquired					—			—			(14,200	)		—			(14,200	)
				Net cash provided by (used in) investing activities		354,067			(339,131	)		(97,039	)		—			(82,103	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements and capital leases					(56,264	)		(146	)		(747	)		—			(57,157	)
	Termination of interest rate swaps					(5,813	)		—			—			—			(5,813	)
	Payments for financing fees					(1,523	)		—			—			—			(1,523	)
	Excess income tax benefit from exercise of stock options					6,646			—			—			—			6,646
	Proceeds from stock options exercised					10,620			—			—			—			10,620
				Net cash used in financing activities		(46,334	)		(146	)		(747	)		—			(47,227	)
Effect of exchange rate changes on cash and cash equivalents						—			—			(1,940	)		—			(1,940	)
Net (decrease) increase in cash and cash equivalents						235,288			—			5,194			—			240,482
Cash and cash equivalents at beginning of year						46,169			—			59,832			—			106,001
Cash and cash equivalents at end of year					$	281,457		$	—		$	65,026		$	—		$	346,483

F-53

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended September 30, 2009

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	145,729		$	170,590		$	41,201		$	(211,791	)	$	145,729
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(211,791	)		—			—			211,791			—
		Impairments and disposals of assets, net				122			13,411			496			—			14,029
		Depreciation and amortization				3,771			47,661			17,456			—			68,888
		Foreign currency transaction loss				2,698			821			1,033			—			4,552
		Stock-based compensation				2,988			142			266			—			3,396
		Amortization of deferred charges				1,270			—			—			—			1,270
		Allowance for doubtful accounts				—			(2,917	)		563			—			(2,354	)
		Inventory reserves				—			6,889			—			—			6,889
		Deferred income taxes				—			7,325			(330	)		—			6,995
		Excess income tax benefit from exercise of stock options				(55	)		—			—			—			(55	)
		Changes in operating assets and liabilities, net of acquisition:
			Accounts receivable			—			(28,415	)		(3,953	)		—			(32,368	)
			Inventories			—			(62,536	)		(25,812	)		—			(88,348	)
			Other assets			—			4,548			(3,293	)		—			1,255
			Accounts payable			—			14,756			2,996			—			17,752
			Accrued expenses and other liabilities			—			(9,621	)		(1,072	)		—			(10,693	)
				Net cash (used in) provided by operating activities		(55,268	)		162,654			29,551			—			136,937
Cash flows from investing activities:
	Intercompany accounts					134,115			(134,318	)		203						—
	Purchase of property, plant and equipment					(4,951	)		(28,503	)		(9,921	)					(43,375	)
	Escros refund, net of purchase price adjustments					11,904			—			1,479			—			13,383
	Proceeds from sale of assets					—			2,000			—			—			2,000
				Net cash provided by (used in) investing activities		141,068			(160,821	)		(8,239	)		—			(27,992	)
Cash flows from financing activities:
	Proceeds from borrowings under the Revolving Credit Facility					95,000			—			—			—			95,000
	Principal payments under the Revolving Credit Facility					(155,000	)		—			—			—			(155,000	)
	Principal payments under long-term debt agreements and capital leases					(30,794	)		(1,833	)		(590	)		—			(33,217	)
	Excess income tax benefit from exercise of stock options					55			—			—			—			55
	Proceeds from stock options exercised					1,446			—			—			—			1,446
				Net cash used in financing activities		(89,293	)		(1,833	)		(590	)		—			(91,716	)
Effect of exchange rate changes on cash and cash equivalents						—			—			(1,408	)		—			(1,408	)
Net (decrease) increase in cash and cash equivalents						(3,493	)		—			19,314			—			15,821
Cash and cash equivalents at beginning of year						49,662			—			40,518			—			90,180
Cash and cash equivalents at end of year					$	46,169		$	—		$	59,832		$	—		$	106,001

F-54

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes (Continued)

Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended September 30, 2008

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	153,151		$	150,627		$	63,602		$	(214,229	)	$	153,151
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(214,229	)		—			—			214,229			—
		Impairments and disposals of assets, net				285			1,184			(149	)		—			1,320
		Depreciation and amortization				4,774			41,876			14,071			—			60,721
		Foreign currency transaction (gain)/ loss				(2,082	)		(884	)		1,032			—			(1,934	)
		Stock-based compensation				1,500			252			145			—			1,897
		Amortization of deferred charges				874			—			—			—			874
		Allowance for doubtful accounts				—			2,125			15			—			2,140
		Inventory reserves				—			8,336			(223	)		—			8,113
		Deferred income taxes				—			7,467			230			—			7,697
		Excess income tax benefit from exercise of stock options				(1,002	)		—			—			—			(1,002	)
		Changes in operating assets and liabilities, net of acquisition:
			Accounts receivable			—			(10,060	)		(1,559	)		—			(11,619	)
			Inventories			—			(84,115	)		7,088			—			(77,027	)
			Other assets			—			(899	)		(1,918	)		—			(2,817	)
			Accounts payable			—			14,364			(9,978	)		—			4,386
			Accrued expenses and other liabilities			—			30,020			1,485			—			31,505
				Net cash (used in) provided by operating activities		(56,729	)		160,293			73,841			—			177,405
Cash flows from investing activities:
	Intercompany accounts					191,733			(129,074	)		(62,659	)		—			—
	Purchase of property, plant and equipment					(7,261	)		(27,325	)		(14,511	)		—			(49,097	)
	Purchase of available-for-sale marketable securities					(365,021	)		—			—			—			(365,021	)
	Proceeds from sale of available-for-sale marketable securities					480,113			—			3,043			—			483,156
	Cash paid for acquisitions, net of cash acquired					(371,929	)		—			(22,603	)		—			(394,532	)
	Cash paid for customer lists					(5,072	)		—			—			—			(5,072	)
	Acquisition working capital escrow					(15,000	)		—			—			—			(15,000	)
				Net cash used in investing activities		(92,437	)		(156,399	)		(96,730	)		—			(345,566	)
Cash flows from financing activities:
	Proceeds from term loan					300,000			—			—			—			300,000
	Proceeds from borrowings under the Revolving Credit Facility					385,000			—			—			—			385,000
	Principal payments under the Revolving Credit Facility					(325,000	)		—			—			—			(325,000	)
	Principal payments under long-term debt agreements and capital leases					(828	)		(1,973	)		(15	)		—			(2,816	)
	Payments for financing fees					(2,478	)		—			—			—			(2,478	)
	Excess income tax benefit from exercise of stock options					1,002			—			—			—			1,002
	Proceeds from stock options exercised					7,325			—			—			—			7,325
	Purchase of treasury stock (subsequently retired)					(188,432	)		—			—			—			(188,432	)
				Net cash provided by (used in) financing activities		176,589			(1,973	)		(15	)		—			174,601
Effect of exchange rate changes on cash and cash equivalents						—			(1,921	)		(7,241	)		—			(9,162	)
Net increase (decrease) in cash and cash equivalents						27,423			—			(30,145	)		—			(2,722	)
Cash and cash equivalents at beginning of year						22,239			—			70,663			—			92,902
Cash and cash equivalents at end of year					$	49,662		$	—		$	40,518		$	—		$	90,180

F-55

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle

        On October 1, 2010 an affiliate of Carlyle completed its Acquisition of NBTY for $55.00 per share of NBTY's common stock, or approximately $3,570,191 plus the assumption of $419,286 of debt and net of cash acquired of $346,483 for a total purchase price of approximately $3,642,994. The purchase price was funded through the net proceeds from a new $1,750,000 senior secured credit facility, the issuance of $650,000 senior unsecured notes and a cash equity contribution from an affiliate of Carlyle.

        In connection with the Acquisition, the following transactions occurred:

•

investment funds affiliated with Carlyle and certain co-investors capitalized Alphabet Holding Company, Inc. ("Holdings") with an aggregate equity contribution of $1,550,000;

•

Alphabet Merger Sub, Inc. ("Merger Sub"), a subsidiary of Holdings formed solely for the purpose of completing the Acquisition, issued $650,000 aggregate principal amount of 9% senior notes due 2018 and entered into senior secured credit facilities consisting of (1) senior secured term loan facilities of $1,750,000 and (2) a senior secured revolving credit facility with commitments of $250,000;

•

the merger (the "Merger") of Merger Sub with and into NBTY, with NBTY surviving such merger, became effective;

•

at the effective time of the Merger, each share of NBTY's common stock outstanding and each restricted stock unit outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $55.00 per share in cash, without interest, less applicable withholding tax;

•

at the effective time of the Merger, each outstanding and unexercised option to purchase shares of NBTY's common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55.00 over the per-share exercise price of such option, without interest, less applicable withholding tax;

•

NBTY's existing 7¹/8% senior subordinated notes due 2015 were satisfied and discharged and certain indebtedness of NBTY was repaid, including its existing credit facilities, its multi-currency term loan facility and mortgage; and

•

approximately $180,159 of fees and expenses were incurred related to the foregoing, of which $27,780 were incurred by NBTY and $152,379 were incurred by Merger Sub. Financing related fees included in the above of $1,523 were capitalized by NBTY and $111,427 were capitalized by Merger Sub.

        We refer to the Merger, the Acquisition, the equity contribution to Holdings, the borrowings under our new senior secured credit facilities, the issuance of the 9% senior notes and the other transactions described above as the "Transactions."

        The allocation of the purchase price to the fair market value of the tangible and intangible assets and liabilities of NBTY is based on preliminary estimates. The valuation studies necessary to determine the fair market value of the assets and liabilities to be acquired and the related allocations of purchase price are not final. A final determination of fair values will be based on the actual net tangible and intangible assets that existed as of the closing date of the Transactions. The final purchase price

F-56

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle (Continued)

allocation will be based, in part, on third party appraisals and may be different than that reflected in the purchase price allocation below and this difference may be material.

        The following provides a preliminary allocation of the purchase price of the Acquisition:

Cash consideration		$	3,997,558
Allocated to:
	Cash and cash equivalents		346,483
	Accounts receivable		135,377
	Inventories		785,847
	Prepaids and other current assets		66,213
	Property, plant, and equipment		459,238
	Intangibles		1,895,000
	Other assets		18,404
	Accounts payable		(141,001	)
	Accrued expenses and other current liabilities		(194,472	)
	Deferred income taxes		(675,678	)
	Other liabilities		(14,329	)
	Debt and Capital leases		(803	)
Preliminary net assets acquired		$	2,680,279
	Preliminary goodwill	$	1,317,279

        The preliminary estimate of fair value of property, plant and equipment acquired (as of the date of acquisition) was as follows:

		Estimated Fair Value		Useful life (years)
Land		$	37,319
Building and leasehold improvements			214,203	4 - 40
Machinery and equipment			114,337	3 - 13
Furniture and fixtures			56,791	3 - 10
Computer equipment			17,979	3 - 5
Transportation equipment			6,368	3 - 4
Construction in progress			12,241
	Total property, plant and equipment	$	459,238

F-57

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle (Continued)

        The fair value of identifiable intangible assets acquired (as of the date of acquisition) was as follows:

		Estimated Fair Value		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships		$	915,000	12 - 30
Trademarks and other			195,000	25
			1,110,000
Indefinite lived intangible assets:
Trademarks			785,000
	Total intangible assets	$	1,895,000

        The following unaudited pro forma financial information presents a summary of our consolidated net sales and net income for the year ended September 30, 2010, assuming that the Acquisition had taken place on October 1, 2009:

	2010 Pro Forma
Net sales	$	2,826,737
Net income	$	22,825

        The following table presents the long-term debt outstanding of NBTY immediately following completion of the Transactions:

Senior Credit Facility:
	Term loan A	$	250,000
	Term loan B		1,500,000
	$250 million Revolving Credit Facility		—
Senior Unsecured Notes			650,000
Capital lease obligations			374
	Total debt		2,400,374
	Less: current portion		17,874
	Long-term debt	$	2,382,500

New senior secured credit facilities

        On October 1, 2010, we entered into our new senior secured credit facilities consisting of a $250,000 revolving credit facility, a $250,000 term loan A and a $1,500,000 term loan B. The term loan facilities were used to fund, in part, the Transactions. The revolving portion of our new senior secured credit facilities was undrawn at the closing of the Transactions. We intend to fund working capital and general corporate purposes, including permitted acquisitions and other investments, with cash flows from operations as well as borrowings under our revolving credit facility.

F-58

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle (Continued)

        Borrowings will bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.75% or a base rate floor of 2.75%, as applicable. The applicable margin for the term loan B credit facility is 4.50% per annum for Eurodollar loans and 3.50% per annum for base rate loans. The applicable margin for the term loan A credit facility and the revolving credit facility is 4.25% per annum for Eurodollar rate and 3.25% per annum for base rate.

        The following fees are applicable under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for Eurodollar rate loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the daily amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of our letter of credit issuers.

        The revolving credit facility matures five years after the closing date, term loan A matures five and one-half years after the closing date, and term loan B matures seven years after the closing date.

        Commencing with the third quarter ending after closing, term loan A will amortize (i) for the first eight quarters, in quarterly installments of 1.25% of the original principal amount thereof and (ii) thereafter in quarterly installments equal to 5.00% of the original principal amount thereof with the balance due at final maturity. Commencing with the second quarter ending after closing, term loan B will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the balance due at final maturity. We may voluntarily prepay loans or reduce commitments under our senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty, except that certain refinancings of the term loan B credit facility within one year after the closing date will be subject to a prepayment premium of 1.0%.

        We must prepay the term loan A and term loan B with the net cash proceeds of asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our new senior secured credit facilities unless specifically incurred to refinance a portion of our new senior secured credit facilities) and 50% of excess cash flow (such percentage to be subject to reduction based on achievement of specified senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. We are also required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Our obligations under our new senior secured credit facilities are guaranteed by Holdings and each of our current and future direct and indirect subsidiaries other than (i) foreign subsidiaries, (ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and will be secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions).

        Our new senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with

F-59

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle (Continued)

other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, amend organizational documents, or change our line of business or fiscal year. Our new senior secured credit facilities require the maintenance of a minimum interest coverage ratio and a maximum total senior secured leverage ratio on a quarterly basis, both of which are calculated with respect to Consolidated EBITDA, as defined therein. Our new senior secured credit facilities also impose an annual cap on capital expenditures (subject to certain exceptions and the ability to rollover unused amounts).

        Our new senior secured credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, including the notes being offered hereby, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

New senior notes due 2018

        On October 1, 2010, we issued $650,000 senior notes bearing interest at 9% in a private placement offering. The notes are senior unsecured obligations and will mature on October 1, 2018. Interest on the notes will be paid on April 1 and October 1 of each year, commencing April 1, 2011.

        On and after October 1, 2014, we may redeem the notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

        In addition, at any time prior to October 1, 2014, we may redeem the notes at our option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium (as defined in the indenture governing the Notes) as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

F-60

NBTY, Inc.
Notes to Consolidated Financial Statements (Continued)

(in thousands, except per share amounts)

25. Subsequent Event—Carlyle (Continued)

        The notes are jointly and severally irrevocably and unconditionally guaranteed by each of our subsidiaries that is a guarantor under the Credit Agreement and subordinated and uncollateralized in right of payment of all indebtedness of the Company, except any future subordinated indebtedness. The notes contain customary negative covenants including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, or pay dividends.

        Required principal payments of long-term debt for each of the five succeeding fiscal years ending September 30, and thereafter are as follows:

2011	$	18,303
2012		27,500
2013		46,250
2014		65,000
2015		65,000
Thereafter		2,178,750
	$	2,400,803

26. Quarterly Results of Operations (Unaudited)

        The following is a summary of the unaudited quarterly results of operations for fiscal 2010 and 2009 (amounts may not equal fiscal year totals due to rounding):

	Quarter ended
Fiscal 2010:	December 31, 2009		March 31, 2010		June 30, 2010		September 30, 2010
Net sales	$	751,151	$	705,160	$	695,856	$	674,570
Gross profit		339,703		324,492		332,501		308,486
Income before income taxes		115,929		72,136		96,136		43,515
Net income		75,586		46,656		66,183		25,245
Net income per basic share	$	1.21	$	.74	$	1.04	$	.40
Net income per diluted share	$	1.18	$	.73	$	1.03	$	.39

	Quarter ended
Fiscal 2009:	December 31, 2008		March 31, 2009		June 30, 2009		September 30, 2009
Net sales	$	660,552	$	595,553	$	651,707	$	674,137
Gross profit		272,049		251,909		292,467		307,086
Income before income taxes		21,088		35,615		71,146		101,119
Net income		13,475		23,070		45,917		63,266
Net income per basic share	$	.22	$	.37	$	.74	$	1.02
Net income per diluted share	$	.21	$	.37	$	.73	$	1.00

F-61

SCHEDULE II
NBTY, INC.
Valuation and Qualifying Accounts
For the years ended September 30, 2010, 2009 and 2008

Column A		Column B		Column C					Column D			Column E
				Additions
Description		Balance at beginning of period		Charged to costs and expenses			Charged to other accounts		Deductions			Balance at end of period
Fiscal year ended September 30, 2010:
	Inventory reserves	$	24,097	$	934		$	—	$	—		$	25,031
	Allowance for doubtful accounts	$	3,723	$	1,256		$	822	$	(226	)(a)	$	5,575
	Promotional program incentive allowance	$	49,071	$	273,910				$	(266,013	)	$	56,968
	Allowance for sales returns	$	11,707	$	25,203				$	(27,453	)(b)	$	9,457
	Valuation allowance for deferred tax assets	$	13,063	$	1,897		$	—	$	(342	)	$	14,618
Fiscal year ended September 30, 2009:
	Inventory reserves	$	17,208	$	6,889		$	—	$	—		$	24,097
	Allowance for doubtful accounts	$	9,768	$	(2,354	)	$	—	$	(3,691	)(a)	$	3,723
	Promotional program incentive allowance	$	43,902	$	200,839		$	—	$	(195,670	)	$	49,071
	Allowance for sales returns	$	8,904	$	31,514		$	—	$	(28,711	)(b)	$	11,707
	Valuation allowance for deferred tax assets	$	8,400	$	4,521		$	354	$	(212	)	$	13,063
Fiscal year ended September 30, 2008:
	Inventory reserves	$	14,136	$	8,113		$	—	$	(5,041	)	$	17,208
	Allowance for doubtful accounts	$	7,617	$	2,140		$	11	$	—	(a)	$	9,768
	Promotional program incentive allowance	$	27,429	$	157,440		$	—	$	(140,967	)	$	43,902
	Allowance for sales returns	$	8,499	$	21,506		$	—	$	(21,101	)(b)	$	8,904
	Valuation allowance for deferred tax assets	$	6,735	$	1,665		$	—	$	—		$	8,400

(a)

Uncollectible accounts written off.

(b)

Represents actual product returns.

F-62

NBTY, Inc. and Subsidiaries—Unaudited Interim Financial Statements

NBTY, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)

			Successor			Predecessor
			December 31, 2010			September 30, 2010
Assets
Current assets:
	Cash and cash equivalents		$	146,713		$	346,483
	Accounts receivable, net			164,662			135,377
	Inventories			666,346			668,896
	Deferred income taxes			27,436			40,130
	Other current assets			58,618			66,990
		Total current assets		1,063,775			1,257,876
Property, plant and equipment, net				482,424			391,899
Goodwill				1,212,794			335,159
Intangible assets, net				2,039,144			194,521
Other assets				109,549			21,313
		Total assets	$	4,907,686		$	2,200,768
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	24,601		$	78,158
	Accounts payable			97,696			141,001
	Accrued expenses and other current liabilities			166,014			189,379
		Total current liabilities		288,311			408,538
Long-term debt, net of current portion				2,375,625			341,128
Deferred income taxes				756,893			38,175
Other liabilities				24,295			32,974
		Total liabilities		3,445,124			820,815
Commitments and contingencies
Stockholders' equity:
	Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding at December 31, 2010			—			508
	Capital in excess of par			1,550,554			186,248
	(Accumulated deficit) Retained earnings			(70,883	)		1,198,467
	Accumulated other comprehensive loss			(17,109	)		(5,270	)
		Total stockholders' equity		1,462,562			1,379,953
		Total liabilities and stockholders' equity	$	4,907,686		$	2,200,768

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-63

NBTY, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
(in thousands)

			Successor			Predecessor
			Three months ended December 31, 2010			Three months ended December 31, 2009
Net sales			$	742,162		$	751,151
Costs and expenses:
	Cost of sales			510,066			411,448
	Advertising, promotion and catalog			28,688			28,742
	Selling, general and administrative			203,383			188,731
	Merger expenses			38,874			—
		Total costs and expenses		781,011			628,921
(Loss) income from operations				(38,849	)		122,230
Other income (expense):
	Interest			(46,599	)		(8,056	)
	Miscellaneous, net			1,687			1,755
		Total other income (expense)		(44,912	)		(6,301	)
(Loss) income before income taxes				(83,761	)		115,929
(Benefit) provision for income taxes				(20,325	)		40,343
		Net (loss) income	$	(63,436	)	$	75,586

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-64

NBTY, Inc.
Condensed Consolidated Statements of Stockholders' Equity and Comprehensive
(Loss) Income
Three Months Ended December 31, 2010 and 2009
(Unaudited)
(in thousands)

		Common Stock
											(Accumulated deficit) Retained Earnings			Accumulated Other Comprehensive (Loss) Income
		Number of Shares			Amount			Capital in Excess of Par									Total Stockholders' Equity
Predecessor balance, September 30, 2010			63,444		$	508		$	186,248		$	1,198,467		$	(5,270	)	$	1,379,953
Purchase accounting adjustments			(63,444	)		(508	)		(186,248	)		(1,198,467	)		5,270			(1,379,953	)
Components of comprehensive loss:
	Net loss											(63,436	)					(63,436	)
	Foreign currency translation adjustment and other, net of taxes														(13,520	)		(13,520	)
	Change in fair value of interest rate and cross currency swaps, net of taxes														(3,589	)		(3,589	)
Comprehensive loss:																	$	(80,545	)
Opening equity of Merger Sub			1			—						(7,447	)					(7,447	)
Capital contribution from Holdings									1,550,400									1,550,400
Stock-based compensation									154									154
Successor balance, December 31, 2010			1		$	—		$	1,550,554		$	(70,883	)	$	(17,109	)	$	1,462,562
Predecessor balance, September 30, 2009			61,874		$	495		$	145,885		$	984,797		$	(3,352	)	$	1,127,825
Components of comprehensive income:
	Net income											75,586						75,586
	Foreign currency translation adjustment and other, net of taxes														1,164			1,164
	Change in fair value of interest rate swaps, net of taxes														800			800
Comprehensive income:																	$	77,550
Exercise of stock options			1,335			11			7,832									7,843
Excess tax benefit from exercise of stock options									4,240									4,240
Stock-based compensation									1,421									1,421
Predecessor balance, December 31, 2009			63,209		$	506		$	159,378		$	1,060,383		$	(1,388	)	$	1,218,879

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-65

NBTY, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

					Successor			Predecessor
					Three months ended December 31, 2010			Three months ended December 31, 2009
Cash flows from operating activities:
	Net (loss) income				$	(63,436	)	$	75,586
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Impairments and disposals of assets				63			5,591
		Depreciation and amortization				25,149			16,947
		Foreign currency transaction (gain) loss				(1,060	)		115
		Amortization of deferred charges				3,692			392
		Stock-based compensation				154			1,420
		Allowance for doubtful accounts				5,439			(115	)
		Amortization of incremental inventory fair value				122,104			—
		Inventory reserves				23,552			2,174
		Deferred income taxes				(36,372	)		773
		Excess income tax benefit from exercise of stock options				—			(4,240	)
		Changes in operating assets and liabilities:
			Accounts receivable			(34,693	)		(31,989	)
			Inventories			(30,487	)		2,036
			Other assets			11,316			1,523
			Accounts payable			(41,808	)		(32,864	)
			Accrued expenses and other liabilities			(26,547	)		22,666
				Net cash (used in) provided by operating activities		(42,934	)		60,015
Cash flows from investing activities:
	Purchase of property, plant and equipment					(12,341	)		(9,883	)
	Proceeds from sale of investments					—			1,650
	Cash paid for acquisitions					(3,982,432	)		(87	)
				Net cash used in investing activities		(3,994,773	)		(8,320	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements and capital leases					(573	)		(10,968	)
	Payments for financing fees					(111,621	)		—
	Proceeds from borrowings					2,400,000			—
	Capital contribution					1,550,400			—
	Excess income tax benefit from exercise of stock options					—			4,240
	Proceeds from stock options exercised					—			7,843
				Net cash provided by financing activities		3,838,206			1,115
Effect of exchange rate changes on cash and cash equivalents						(269	)		(105	)
Net (decrease) increase in cash and cash equivalents						(199,770	)		52,705
Cash and cash equivalents at beginning of period						346,483			106,001
Cash and cash equivalents at end of period					$	146,713		$	158,706

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-66

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements

(Unaudited)
(in thousands)

1. Nature of Business

        NBTY, Inc. (together with its subsidiaries, "we," "our," "us," "NBTY," or the "Company") is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. We market over 25,000 individual stock keeping units ("SKUs") under numerous owned and private-label brands, including Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, Flex-A-Min®, SISU®, Knox®, Sundown®, Rexall®, Pure Protein®, Body Fortress®, WORLDWIDE Sport Nutrition®, Natural Wealth®, Puritan's Pride®, Holland & Barrett®, GNC (UK)®, Physiologics®, Le Naturiste®, De Tuinen®, Julian Graves® and Vitamin World®.

2. Basis of Presentation

        On October 1, 2010, pursuant to an Agreement and Plan of Merger, dated as of July 15, 2010, among NBTY, Inc., Alphabet Holding Company, Inc., a Delaware corporation ("Holdings") formed by an affiliate of TC Group, L.L.C. (d/b/a The Carlyle Group) and Alphabet Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings ("Merger Sub") formed solely for the purpose of entering into the merger, Merger Sub merged with and into NBTY with NBTY as the surviving corporation (also referred herein as the "Merger" or the "Acquisition"). As a result of the Merger, NBTY became a wholly-owned subsidiary of Holdings. The Acquisition was completed on October 1, 2010 (see Note 3 for further information).

        Merger Sub was determined to be the acquirer for accounting purposes and therefore, the Acquisition was accounted for using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interests. Accordingly, the purchase price of the Acquisition has been allocated to the Company's assets and liabilities based upon their estimated fair values at the acquisition date. This allocation is preliminary and includes a number of estimates based on currently available data which, upon further evaluation, may require modification. Periods prior to October 1, 2010 reflect the financial position, results of operations, and changes in financial position of the Company prior to the Acquisition (the "Predecessor") and periods after October 1, 2010 reflect the financial position, results of operations, and changes in financial position of the Company after the Acquisition (the "Successor"). For accounting purposes, the preliminary purchase price allocation was applied on October 1, 2010.

        We have prepared these financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") applicable to interim financial information and on a basis that is consistent with the accounting principles applied in our Annual Report for the fiscal year ended September 30, 2010 ("2010 Annual Report"). In our opinion, these financial statements reflect all adjustments (including normal recurring items) necessary for a fair presentation of our results for the interim periods presented. These financial statements do not include all information or notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with GAAP. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in our 2010 Annual Report. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

        The Company has performed an evaluation of subsequent events through February 14, 2011, which is the date the financial statements were available to be issued.

F-67

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

2. Basis of Presentation (Continued)

Estimates

        The preparation of financial statements in conformity with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our most significant estimates include: sales returns, promotions and other allowances; inventory valuation and obsolescence; valuation and recoverability of long-lived assets; income taxes; and accruals for the outcome of current litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	Successor		Predecessor
	December 31, 2010		September 30, 2010
Allowance for sales returns	$	10,484	$	9,457
Promotional programs incentive allowance		67,972		56,968
Allowance for doubtful accounts		5,439		5,575
	$	83,895	$	72,000

3. Carlyle Merger

        On October 1, 2010 an affiliate of The Carlyle Group ("Carlyle") completed its Acquisition of NBTY for $55.00 per share of NBTY's common stock, or approximately $3,570,191, plus the repayment of NBTY's historical debt of $427,367 (which includes accrued interest and a redemption premium on the notes) and net of cash acquired of $361,609 (which includes restricted cash collateral of $15,126) for a total net purchase price of approximately $3,635,949. The purchase price was funded through the net proceeds from a new $1,750,000 senior credit facility, the issuance of $650,000 senior notes and a cash equity contribution from Holdings.

        In connection with the Acquisition, the following transactions occurred:

•

investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of $1,550,000;

•

Merger Sub, a subsidiary of Holdings formed solely for the purpose of completing the Acquisition, issued $650,000 aggregate principal amount of 9% senior notes due 2018 and entered into senior credit facilities consisting of (1) senior secured term loan facilities of $1,750,000 and (2) a senior secured revolving credit facility with commitments of $250,000;

F-68

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

3. Carlyle Merger (Continued)

•

the Merger became effective;

•

at the effective time of the Merger, each share of NBTY's common stock outstanding and each restricted stock unit outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $55.00 per share in cash, without interest, less applicable withholding tax;

•

at the effective time of the Merger, each outstanding and unexercised option to purchase shares of NBTY's common stock, whether or not then vested, was cancelled and entitled the holder thereof to receive a cash amount equal to the excess of $55.00 over the per-share exercise price of such option, without interest, less applicable withholding tax;

•

NBTY's existing 7¹/8% senior subordinated notes due 2015 were satisfied and discharged and certain indebtedness of NBTY was repaid, including its existing credit facilities, its multi-currency term loan facility and mortgage; and

•

approximately $182,314 of fees and expenses were incurred related to the foregoing, which included capitalized financing costs of $113,144.

        We refer to the Merger, the Acquisition, the equity contribution from Holdings, the borrowings under our senior credit facilities, the issuance of the 9% senior notes and the other transactions described above collectively as the "Transactions."

        The allocation of the purchase price to the fair market value of the tangible and intangible assets and liabilities of NBTY is based on preliminary estimates. The valuation studies necessary to determine the fair market value of the assets and liabilities acquired and the related allocations of purchase price are not final. A final determination of fair values will be based on the actual net tangible and intangible assets that existed as of the closing date of the Transactions. The final purchase price allocation will be based, in part, on third party appraisals and may be different than that reflected in the purchase price allocation below and this difference may be material.

        The purchase price allocation is subject to changes in:

•

The fair value of working capital and other assets and liabilities on the effective date;

•

Completion of an appraisal of assets acquired and liabilities assumed; and

•

Identification of intangible assets.

F-69

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

3. Carlyle Merger (Continued)

        The following provides a preliminary allocation of the purchase price of the Acquisition:

Cash consideration		$	3,982,432
Allocated to:
	Cash and cash equivalents		346,483
	Accounts receivable		135,377
	Inventories		782,354
	Deferred income taxes		7,457
	Prepaids and other current assets		51,078
	Property, plant, and equipment		486,404
	Intangibles		2,055,500
	Other assets		18,404
	Accounts payable		(141,001	)
	Accrued expenses and other current liabilities		(189,459	)
	Deferred income taxes		(762,774	)
	Other liabilities		(23,601	)
	Debt and Capital leases		(803	)
Preliminary net assets acquired		$	2,765,419
	Preliminary goodwill	$	1,217,013

        The following provides a preliminary estimate of fair value of property, plant and equipment acquired (as of the date of the Acquisition):

		Estimated Fair Value		Depreciation and amortization period (years)
Land		$	67,832
Building and leasehold improvements			214,471	4 - 40
Machinery and equipment			114,794	3 - 13
Furniture and fixtures			53,109	3 - 10
Computer equipment			18,113	3 - 5
Transportation equipment			5,844	3 - 4
Construction in progress			12,241
	Total property, plant and equipment	$	486,404

F-70

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

3. Carlyle Merger (Continued)

        The following provides a preliminary estimate of the fair value of identifiable intangible assets acquired (as of the date of the Acquisition):

		Estimated Fair Value		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships		$	885,000	17 - 25
Tradenames and other			173,500	30
			1,058,500
Indefinite lived intangible asset:
Tradenames			997,000
	Total intangible assets	$	2,055,500

        The following unaudited pro forma financial information presents a summary of our consolidated net sales and net income for the three months ended December 31, 2009, assuming that the Acquisition had taken place on October 1, 2009:

	Three months ended December 31, 2009
Net Sales	$	751,151
Net (Loss)	$	(5,629	)

        The above unaudited pro forma financial information has been prepared for comparative purposes only and includes certain adjustments to actual financial results, such as imputed interest costs, and estimated additional depreciation and amortization expense as a result of property, plant and equipment and intangible assets acquired. The pro forma financial information does not purport to be indicative of the results of operations that would have been achieved had the acquisition taken place on the date indicated or the results of operations that may result in the future.

        Pro forma net loss for the three months ended December 31, 2009 included an increase in cost of sales of $122,104 relating to an increase in acquired inventory to its fair value as required under purchase accounting, which was sold during the quarter, as well as non-recurring merger expenses of $84,777 which consisted of legal and professional advisory services, the acceleration of vesting of all unvested stock-based compensation, fees related to an unused bridge loan and a portion of the transaction fee paid to Carlyle.

F-71

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

4. Inventories

        The components of inventories are as follows:

		Successor		Predecessor
		December 31, 2010		September 30, 2010
Raw materials		$	150,266	$	142,228
Work-in-process			21,073		23,654
Finished goods			495,007		503,014
	Total	$	666,346	$	668,896

5. Goodwill and Intangible Assets

Goodwill

        The changes in the carrying amount of goodwill by segment for the three months ended December 31, 2010, are as follows:

	Wholesale/ U.S. Nutrition			European Retail			Direct Response/ E-Commerce			North American Retail		Consolidated
Predecessor balance at September 30, 2010	$	182,414		$	136,640		$	16,105		$	—	$	335,159
Elimination of predecessor goodwill		(182,414	)		(136,640	)		(16,105	)		—		(335,159	)
Purchase accounting adjustments		611,598			279,699			317,985			7,731		1,217,013
Successor balance October 1, 2010		611,598			279,699			317,985			7,731		1,217,013
Foreign currency translation		1,855			(6,074	)		—			—		(4,219	)
Successor balance at December 31, 2010	$	613,453		$	273,625		$	317,985		$	7,731	$	1,212,794

Intangible Assets

        The carrying amounts of intangible assets are as follows as of December 31, 2010 and September 30, 2010:

		Successor				Predecessor
		December 31, 2010				September 30, 2010
		Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Definite lived intangible assets:
Brands and customer relationships		$	885,220	$	9,612	$	282,198	$	99,026
Tradenames and other			172,912		1,443		20,860		11,311
			1,058,132		11,055		303,058		110,337
Indefinite lived intangible assets:
Tradenames			992,067		—		1,800		—
	Total intangible assets	$	2,050,199	$	11,055	$	304,858	$	110,337

F-72

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

5. Goodwill and Intangible Assets (Continued)

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of income in selling, general and administrative expenses for the three months ended December 31, 2010 and 2009 was $11,055 and $3,999, respectively.

        Assuming no changes in our definite lived intangible assets, estimated amortization expense for each of the five succeeding fiscal years is as follows:

For the fiscal year ending September 30,
2011	$	44,206
2012	$	44,206
2013	$	44,206
2014	$	44,206
2015	$	44,206

6. Merger Expenses

        Merger expenses consist of $15,660 in financing costs associated with an unused bridge loan, $14,324 for a portion of the transaction fee paid to Carlyle, $6,929 for an employment agreement termination payment due to a former executive officer and $1,961 of other merger related costs.

        On December 6, 2011, Mr. Nagel became the CEO of the Company, replacing Mr. Scott Rudolph who previously served in that capacity. As a result, pursuant to the terms of his employment agreement, Mr. Rudolph is entitled to receive his change of control payment of $6,929. On February 7, 2011, Mr. Rudolph's employment agreement with the Company terminated. Mr. Rudolph continues to serve in his capacity as Chairman of the Board of directors of the Company.

7. Accrued Expenses and Other Current Liabilities

        The components of accrued expenses and other current liabilities are as follows:

	Successor		Predecessor
	December 31, 2010		September 30, 2010
Accrued compensation and related taxes	$	33,621	$	42,235
Interest		21,906		6,774
Accrued purchases		16,949		17,348
Accrued audit and professional fees		2,184		23,298
Other		91,354		99,724
	$	166,014	$	189,379

        Accrued audit and professional fees at September 30, 2010 includes $21,647 related to the Merger.

F-73

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

8. Long-Term Debt

        The components of long-term debt are as follows:

			Successor		Predecessor
			December 31, 2010		September 30, 2010
Senior Credit Facilities:
	Term loan A		$	250,000	$	—
	Term loan B			1,500,000		—
$300 million, five-year Term loan				—		214,343
Notes				650,000		189,014
Multi-currency Term loan				—		15,126
Mortgage and Capital leases				226		803
				2,400,226		419,286
		Less: current portion		24,601		78,158
		Total	$	2,375,625	$	341,128

Senior credit facilities

        On October 1, 2010 (the "closing date"), we entered into our senior credit facilities consisting of a $250,000 revolving credit facility, a $250,000 term loan A and a $1,500,000 term loan B. The term loan facilities were used to fund, in part, the Transactions. The revolving portion of our senior credit facilities was undrawn during the three months ended December 31, 2010. We intend to fund working capital and general corporate purposes, including permitted acquisitions and other investments, with cash flows from operations as well as borrowings under our revolving credit facility.

        Borrowings bear interest at a floating rate which can be, at our option, either (i) Eurodollar rate plus an applicable margin or, (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar rate floor of 1.75% or a base rate floor of 2.75%, as applicable. The applicable margin for the term loan B credit facility is 4.50% per annum for Eurodollar rate and 3.50% per annum for base rate loans. The applicable margin for the term loan A credit facility and the revolving credit facility is 4.25% per annum for Eurodollar rate and 3.25% per annum for base rate loans.

        The following fees are applicable under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for Eurodollar rate loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the daily amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of our letter of credit issuers.

        The revolving credit facility matures five years after the closing date, term loan A matures five and one-half years after the closing date, and term loan B matures seven years after the closing date.

F-74

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

8. Long-Term Debt (Continued)

        Commencing with the third quarter ending after closing, term loan A will amortize (i) for the first eight quarters, in quarterly installments of 1.25% of the original principal amount thereof and (ii) thereafter in quarterly installments equal to 5.00% of the original principal amount thereof with the balance due at final maturity. Commencing with the second quarter ending after closing, term loan B will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the balance due at final maturity. We may voluntarily prepay loans or reduce commitments under our senior credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty, except that certain refinancings of the term loan B credit facility within one year after the closing date will be subject to a prepayment premium of 1.0%.

        We must prepay term loan A and term loan B with the net cash proceeds of asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our senior credit facilities unless specifically incurred to refinance a portion of our senior credit facilities) and 50% of excess cash flow (such percentage subject to reduction based on achievement of specified senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. We are also required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Our obligations under our senior credit facilities are guaranteed by Holdings and each of our current and future direct and indirect subsidiaries other than (i) foreign subsidiaries, (ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and will be secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions).

        Our senior credit facilities contain customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, amend organizational documents, or change our line of business or fiscal year. Our senior credit facilities require the maintenance of a minimum interest coverage ratio and a maximum total senior secured leverage ratio on a quarterly basis, both of which are calculated with respect to Consolidated EBITDA, as defined therein. Our senior credit facilities also impose an annual cap on capital expenditures (subject to certain exceptions and the ability to rollover unused amounts). We were in compliance with all covenants under the senior credit facility at December 31, 2010.

        Our senior credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy

F-75

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

8. Long-Term Debt (Continued)

proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

Senior notes

        On October 1, 2010, we issued $650,000 senior notes bearing interest at 9% in a private placement offering. The notes are senior unsecured obligations and will mature on October 1, 2018. Interest on the notes will be paid on April 1 and October 1 of each year, commencing April 1, 2011.

        On and after October 1, 2014, we may redeem the notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

        In addition, at any time prior to October 1, 2014, we may redeem the notes at our option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium (as defined in the indenture governing the notes) as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        The notes are jointly and severally irrevocably and unconditionally guaranteed by each of our subsidiaries that is a guarantor under the credit agreement and subordinated and uncollateralized in right of payment of all indebtedness of the Company, except any future indebtedness that is expressly subordinated to the notes. The notes contain certain customary covenants including, but not limited to, restrictions on our and our restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, or pay dividends. We were in compliance with all covenants under the senior notes at December 31, 2010.

9. Litigation Summary

Sale of the Company

        On July 22, 2010 and on August 10, 2010, respectively, plaintiffs filed two actions, captioned Philip Gottlieb v. NBTY, Inc., et al, ("Gottlieb"), and Bredthauer v. NBTY, Inc., et al., ("Bredthauer"), each as a purported class action against the Company, the members of its Board of Directors, The Carlyle Group and certain Carlyle-related entities (The Carlyle Group and the Carlyle-related entities, collectively the "Carlyle Group"), challenging the Board of Directors' decision to sell the Company to the Carlyle

F-76

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

9. Litigation Summary (Continued)

Group for the price of $55.00 per share. The complaint, in each of these cases, alleged that this price per share did not represent fair value for the Company and sought to enjoin the anticipated sale and to invalidate certain related transactions. The Bredthauer lawsuit, filed in the Supreme Court of the State of New York, County of Suffolk, was dismissed by Plaintiff. Plaintiff then joined in the Gottlieb lawsuit, filed in the Supreme Court of the State of New York, County of Nassau. On January 11, 2011, the parties entered into a Stipulation of Settlement regarding the proposed settlement and dismissal with prejudice of the remaining action. The settlement is subject to, among other things, court approval following notice to the members of the putative class. If approved by the court, the settlement provides for, among other things, the Company to pay certain attorneys' fees and expenses if awarded by the court.

Stock Purchases

        On May 11, 2010, a putative class-action, captioned John F. Hutchins v. NBTY, Inc., et al, was filed in the United States District Court, Eastern District of New York, against NBTY and certain officers, claiming that the defendants made allegedly false material statements, or concealed allegedly adverse material facts, for the purpose of causing members of the class to purchase NBTY stock at allegedly artificially inflated prices. An unopposed motion for appointment and approval of selection as lead counsel was made on July 12, 2010 was granted in November, 2010 and an amended complaint was served on February 1, 2011. Otherwise, to date, there has been no activity since the filing of the complaint. We believe the claims to be without merit and intend to vigorously defend this action. At this time, however, no determination can be made as to the ultimate outcome of the litigation or the amount of liability, if any, on the part of any of the defendants.

Nutrition Bars

        Our subsidiary, Rexall Sundown, Inc. ("Rexall"), and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned Jamie Pesek, et al. v. Rexall Sundown, Inc., et al., brought in California Superior Court, County of San Francisco in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. We believe this lawsuit to be without merit and have defended this action vigorously. Since December 2007, with Rexall's and the other defendants' renewed motion for judgment on the pleadings pending, the Court has stayed the case for all purposes, pending rulings on relevant cases before the California Supreme Court. Although the California Supreme Court has resolved some of those cases, others remain pending as of this date. Accordingly, the case remains stayed. The Court held a case-management conference ("CMC") on August 5, 2009. At that time, the parties requested, and the Court agreed, to keep the stay in place for at least another nine months. The Court scheduled a subsequent CMC for February 25, 2010, but canceled that conference upon being informed by the parties that the California Supreme Court had not yet acted. The Court set another CMC for May 21, 2010, and instructed the parties to report back before that date as to the status of the cases before the California Supreme Court. By agreement of the parties, the May 21, 2010 CMC was continued until November 19, 2010, and then, most recently, continued again until March 24, 2011. As the California Supreme Court recently had resolved the outstanding issues pending before it,

F-77

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

9. Litigation Summary (Continued)

the Company expects the Court to lift the stay at the upcoming conference. Based upon the information currently available, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

FTC Investigation of Certain Children's Multi Vitamin and Mineral Products

        In letters dated July 22, 2010, the Division of Advertising Practices of the U.S. Federal Trade Commission ("FTC") informed us of a non-public FTC investigation of certain allegedly false or unsubstantiated advertising statements regarding certain children's multiple vitamin and mineral products sold by us. The letters, which included a proposed Complaint and Judgment and Order for Permanent Injunction and Other Relief, indicated that the FTC may seek injunctive and other relief against us. On October 26, 2010, NBTY signed a proposed agreement with the FTC to resolve this matter. Under the terms of the proposed agreement, NBTY will pay $2.1 million (which was accrued as of September 30, 2010). NBTY will pay most, if not all, of that amount to consumers in the form of restitution. NBTY will pay the money in conjunction with a consent order under which NBTY will agree to certain advertising restrictions and requirements. On December 13, 2010, the FTC publicly announced that it had tentatively approved the settlement of this matter under the terms set out above. However, the FTC provided potentially interested persons the opportunity to submit comments on the settlement by January 14, 2011. After its receipt of those comments, the FTC will decide whether to make the settlement final.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, intellectual property and Proposition 65 claims) arise in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial condition or results of operations, if adversely determined against us.

10. Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2013 and 2016. Therefore, our overall effective income tax rate could vary as a result of these factors.

        The effective income tax rate for the three months ended December 31, 2010 and 2009 was 24.3% and 34.8%, respectively. The effective income tax rate was lower for the three months ended December 31, 2010 primarily due to the worldwide pre-tax loss for the three months ended December 31, 2010, which included a domestic loss for which federal and state tax benefits have been recognized as compared to worldwide pre-tax income for the three months ended December 31, 2009 which included domestic income for which federal and state tax was provided.

        We accrue interest and penalties related to unrecognized tax benefits in income tax expense. This methodology is consistent with previous periods. At December 31, 2010, we had $1,379 and $551 accrued for the potential payment of interest and penalties, respectively. As of December 31, 2010, we

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NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

10. Income Taxes (Continued)

were subject to U.S. federal income tax examinations for the tax years 2007-2010, and to non-U.S. examinations for the tax years of 2005-2010. In addition, we are generally subject to state and local examinations for fiscal years 2007-2010.

        At December 31, 2010, we had a liability of $9,420 for unrecognized tax benefits, the recognition of which would have an effect of $6,798 on income tax expense and the effective income tax rate. We do not believe that the amount will change significantly in the next 12 months. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes.

11. Stockholder's Equity

        In connection with the Merger, each of the outstanding shares of NBTY common stock was converted into the right to receive cash consideration of $55.00 per share (see Note 3 for further information). As of October 1, 2010, Holdings owns 100% of NBTY's issued and outstanding common stock.

        During the three months ended December 31, 2010, Holdings made an additional capital contribution of $400.

        The opening accumulated deficit of Merger Sub consists of acquisition related expenses incurred prior to October 1, 2010.

12. Fair Value of Financial Instruments

        GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

12. Fair Value of Financial Instruments (Continued)

        The following table summarizes liabilities measured at fair value on a recurring basis at December 31, 2010:

Liabilities:	Level 1		Level 2		Level 3
Interest rate swaps (included in other liabilities)	$	—	$	2,626	$	—
Cross currency swaps (included in other liabilities)	$	—	$	—	$	3,215

        The Company's swap contracts are measured at fair value based on a market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Although non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, we do not view non-performance risk to be a significant input to the fair value for the interest rate swap contracts. However, with respect to our cross currency swap contracts, we believe that non-performance risk is higher; therefore the Company classifies these swap contracts as "level 3" in the fair value hierarchy and, accordingly, records estimated fair value adjustments based on internal projections and views of those contracts.

Interest Rate Swaps

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. During December 2010, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior credit facility until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333, with a fixed interest rate of 2.39% for a four-year term. The notional amount of each swap decreases to $266,666 in December 2012 and decreases to $166,666 in December 2013. Under the terms of the swap contracts, variable interest payments for a portion of our senior credit facility are swapped for fixed interest payments. These interest rate swap contracts were designated as a cash flow hedge of the variable interest payments on a portion of our term loan debt. Hedge effectiveness will be assessed based on the overall changes in the fair value of the interest rate swap contracts. Any potential ineffectiveness is measured using the hypothetical derivative method. Any ineffectiveness will be recognized in current earnings. Hedge ineffectiveness from inception to December 31, 2010 was insignificant.

Cross Currency Swaps

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, on December 16, 2010, we entered into three cross currency swap contracts to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is 194,200 British pounds (approximately $301,000 U.S. dollars), with a forward rate of 1.56, and a termination date of September 30, 2017.

        These cross currency contracts were designated as a net investment hedge to the net investment in our British pound denominated operations. Hedge effectiveness will be assessed based on the overall changes in the fair value of the cross currency swap contracts. Any potential hedge ineffectiveness is

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

12. Fair Value of Financial Instruments (Continued)

measured using the hypothetical derivative method. Any ineffectiveness will be recognized in current earnings. Hedge ineffectiveness from inception to December 31, 2010 was insignificant.

9% Senior Notes

        The fair value of the senior notes, based on then quoted market prices, was $689,000 at December 31, 2010.

13. Business and Credit Concentration

Financial Instruments

        Financial instruments that potentially subject us to credit risk consist primarily of cash and cash equivalents (the amounts of which may, at times, exceed Federal Deposit Insurance Corporation limits on insurable amounts), investments and trade accounts receivable. We mitigate our risk by investing in or through major financial institutions.

Customers

        We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customers' current creditworthiness, as determined by review of their current credit information. Customers' account activity is continuously monitored. As a result of this review process, we record bad debt expense, which is based upon historical experience as well as specific customer collection issues that have been identified, to adjust the carrying amount of the related receivable to its estimated realizable value. While such bad debt expenses historically have been within expectations and the allowances established, if the financial condition of one or more of our customers were to deteriorate, additional bad debt provisions may be required.

        One customer accounted for the following percentages of net sales for the three months ended December 31, 2010 and 2009, respectively:

	Wholesale/U.S. Nutrition Segment Net Sales						Total Consolidated Net Sales
	Successor			Predecessor			Successor			Predecessor
	Three months ended December 31, 2010			Three months ended December 31, 2009			Three months ended December 31, 2010			Three months ended December 31, 2009
Customer A		24	%		27	%		15	%		17	%

        The loss of this customer, or any of our other major customers, would have a material adverse effect on our consolidated results of operations if we were unable to replace such customer(s).

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

13. Business and Credit Concentration (Continued)

        The following customers accounted for the following percentages of the Wholesale/U.S. Nutrition segment's gross accounts receivable as of December 31, 2010 and September 30, 2010, respectively:

	Successor			Predecessor
	December 31, 2010			September 30, 2010
Customer A		20	%		21	%
Customer B		13	%		9	%
Customer C		10	%		7	%

14. Supplemental Disclosure of Cash Flow Information

	Successor		Predecessor
	Three months ended December 31, 2010		Three months ended December 31, 2009
Non-cash investing and financing information:
Property, plant and equipment additions included in accounts payable	$	1,725	$	2,682

15. Segment Information

        We are organized by sales segments on a worldwide basis. We evaluate performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (prior to corporate allocations) of each segment, as these are the key performance indicators that we review. Operating income or loss for each segment does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to: human resources, legal, finance, and various other corporate level activity related expenses. Such unallocated expenses remain within Corporate.

        All our products fall into one or more of these four segments:

•

Wholesale/U.S. Nutrition – This segment distributes products under various U.S. Nutrition brand names and third-party private labels, each targeting specific market groups which include virtually all mass market retailers, supermarkets and drug store chains, club stores, pharmacies, health and natural food stores, healthcare practitioners, wholesalers, distributors, and international customers.

•

European Retail – This segment generates revenue through its 619 Holland & Barrett stores, 262 Julian Graves stores and 47 GNC stores in the UK, 95 DeTuinen stores, which includes 12 franchise locations, in the Netherlands and 37 Nature's Way stores in Ireland. In addition, Holland and Barrett has 11 franchise locations in South Africa, Singapore, Cyprus and Malta.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

15. Segment Information (Continued)

Such revenue consists of sales of proprietary brand and third-party products, as well as franchise fees.

•

Direct Response/E-Commerce – This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and internet. Catalogs are strategically mailed to customers who order by mail, internet, or by phone.

•

North American Retail – This segment generates revenue through its 457 owned and operated Vitamin World stores selling proprietary brand and third-party products and through its Canadian operation of 81 owned and operated Le Naturiste stores.

        The following table represents key financial information of our business segments:

		Wholesale/ U.S. Nutrition		European Retail		Direct Response/ E-Commerce		North American Retail		Corporate/ Manufacturing			Consolidated
Successor
Three months ended December 31, 2010:
	Net sales	$	456,962	$	171,549	$	60,115	$	53,536	$	—		$	742,162
	Income (loss) from operations		94,052		28,541		14,900		1,875		(178,217	)		(38,849	)
	Depreciation and amortization		8,871		3,555		2,673		761		9,289			25,149
	Capital expenditures		135		6,309		27		561		5,309			12,341
Predecessor
Three months ended December 31, 2009:
	Net sales	$	471,114	$	175,995	$	52,584	$	51,458	$	—		$	751,151
	Income (loss) from operations		86,238		34,644		16,388		2,072		(17,112	)		122,230
	Depreciation and amortization		3,672		3,626		1,206		709		7,734			16,947
	Capital expenditures		139		4,104		30		435		5,175			9,883

F-83

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

15. Segment Information (Continued)

        Net sales by location of customer:

		Successor		Predecessor
		Three months ended December 31, 2010		Three months ended December 31, 2009
United States		$	489,051	$	496,255
United Kingdom			159,565		165,714
Canada			26,953		28,575
Netherlands			20,289		18,284
Ireland			7,878		5,840
Other foreign countries			38,426		36,483
	Consolidated net sales	$	742,162	$	751,151

        Total assets by segment:

		Successor		Predecessor
		December 31, 2010		September 30, 2010
Wholesale/US Nutrition		$	2,561,022	$	917,026
European Retail			809,435		424,065
Direct Response/E-Commerce			789,674		54,404
North American Retail			103,701		32,782
Corporate/Manufacturing			643,854		772,491
	Consolidated assets	$	4,907,686	$	2,200,768

        Approximately 30% of our net sales during the three months ended December 31, 2010 and 2009, respectively, were denominated in currencies other than U.S. dollars, principally the British pound, the euro and the Canadian dollar. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on our results of operations.

        Foreign subsidiaries accounted for the following percentages of total assets and total liabilities:

	Successor			Predecessor
	December 31, 2010			September 30, 2010
Total Assets		24	%		26	%
Total Liabilities		2	%		16	%

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes

        The 9% senior notes due 2018 were issued by NBTY and are guaranteed by each of our current and future direct and indirect subsidiaries, subject to certain exceptions. These guarantees are full,

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

unconditional and joint and several. The following condensed consolidating financial information presents:

1.

Condensed consolidating financial statements as of December 31, 2010 and September 30, 2010 and for the three months ended December 31, 2010 and 2009 of (a) NBTY, Inc., the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis; and



2.

Elimination entries necessary to consolidate NBTY, Inc., the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly-owned subsidiaries. Under this method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the financial statements and other notes related thereto.

F-85

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Successor
Condensed Consolidating Balance Sheet
As of December 31, 2010

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	86,391		$	—	$	60,322		$	—		$	146,713
	Accounts receivable, net			—			136,836		27,826			—			164,662
	Intercompany			1,765,586			—		99,333			(1,864,919	)		—
	Inventories			—			522,003		144,343			—			666,346
	Deferred income taxes			—			26,806		630			—			27,436
	Other current assets			—			33,184		25,434			—			58,618
		Total current assets		1,851,977			718,829		357,888			(1,864,919	)		1,063,775
Property, plant and equipment, net				48,954			291,597		141,873			—			482,424
Goodwill							812,971		399,823			—			1,212,794
Intangible assets, net							1,677,378		361,766			—			2,039,144
Other assets							109,491		58			—			109,549
Intercompany loan receivable				334,168			40,733		—			(374,901	)		—
Investments in subsidiaries				2,397,860			—		—			(2,397,860	)		—
		Total assets	$	4,632,959		$	3,650,999	$	1,261,408		$	(4,637,680	)	$	4,907,686
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	24,374		$	—	$	227		$	—		$	24,601
	Accounts payable			—			57,703		39,993			—			97,696
	Intercompany			—			1,864,919		—			(1,864,919	)		—
	Accrued expenses and other current liabilities			—			130,387		35,627			—			166,014
		Total current liabilities		24,374			2,053,009		75,847			(1,864,919	)		288,311
Intercompany loan payable				—			—		374,901			(374,901	)		—
Long-term debt, net of current portion				2,375,625			—		—			—			2,375,625
Deferred income taxes				752,514			—		4,379			—			756,893
Other liabilities				17,884			872		5,539			—			24,295
		Total liabilities		3,170,397			2,053,881		460,666			(2,239,820	)		3,445,124
Commitments and contingencies
Stockholders' Equity:
	Common stock			—			—		—			—			—
	Capital in excess of par			1,550,554			352,019		301,273			(653,292	)		1,550,554
	Accumulated deficit			(70,883	)		1,245,099		507,352			(1,752,451	)		(70,883	)
	Accumulated other comprehensive loss			(17,109	)		—		(7,883	)		7,883			(17,109	)
		Total stockholders' equity		1,462,562			1,597,118		800,742			(2,397,860	)		1,462,562
		Total liabilities and stockholders' equity	$	4,632,959		$	3,650,999	$	1,261,408		$	(4,637,680	)	$	4,907,686

F-86

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Predecessor
Condensed Consolidating Balance Sheet
As of September 30, 2010

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	281,457		$	—	$	65,026		$	—		$	346,483
	Accounts receivable, net			—			107,007		28,370			—			135,377
	Intercompany			—			459,164		757,005			(1,216,169	)		—
	Inventories			—			533,360		135,536			—			668,896
	Deferred income taxes			—			39,488		642			—			40,130
	Other current assets			—			19,162		47,828			—			66,990
		Total current assets		281,457			1,158,181		1,034,407			(1,216,169	)		1,257,876
Property, plant and equipment, net				34,850			231,865		125,184			—			391,899
Goodwill				—			197,701		137,458			—			335,159
Intangible assets, net				—			171,164		23,357						194,521
Other assets				—			20,376		937						21,313
Intercompany loan receivable				339,816			40,733		—			(380,549	)		—
Investments in subsidiaries				2,388,648			—		—			(2,388,648	)		—
		Total assets	$	3,044,771		$	1,820,020	$	1,321,343		$	(3,985,366	)	$	2,200,768
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	62,658		$	—	$	15,500		$	—		$	78,158
	Accounts payable			—			87,725		53,276			—			141,001
	Intercompany			1,216,169			—		—			(1,216,169	)		—
	Accrued expenses and other current liabilities			—			148,313		41,066			—			189,379
		Total current liabilities		1,278,827			236,038		109,842			(1,216,169	)		408,538
Intercompany loan payable				—			—		380,549			(380,549	)		—
Long-term debt, net of current portion				341,128			—		—			—			341,128
Deferred income taxes				33,897			—		4,278			—			38,175
Other liabilities				10,966			3,010		18,998			—			32,974
		Total liabilities		1,664,818			239,048		513,667			(1,596,718	)		820,815
Commitments and contingencies
Stockholders' Equity:
	Common stock			508			—		—			—			508
	Capital in excess of par			186,248			352,016		301,271			(653,287	)		186,248
	Retained earnings			1,198,467			1,228,956		513,456			(1,742,412	)		1,198,467
	Accumulated other comprehensive loss			(5,270	)		—		(7,051	)		7,051			(5,270	)
		Total stockholders' equity		1,379,953			1,580,972		807,676			(2,388,648	)		1,379,953
		Total liabilities and stockholders' equity	$	3,044,771		$	1,820,020	$	1,321,343		$	(3,985,366	)	$	2,200,768

F-87

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Successor
Condensed Consolidating Statement of Income
Three Months Ended December 31, 2010

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales			$	—		$	543,458	$	223,024		$	(24,320	)	$	742,162
Costs and expenses:
	Cost of sales			—			398,159		136,227			(24,320	)		510,066
	Advertising, promotion and catalog			—			22,036		6,652			—			28,688
	Selling, general and administrative			17,240			99,950		86,193			—			203,383
	Merger expenses			38,874			—		—			—			38,874
				56,114			520,145		229,072			(24,320	)		781,011
(Loss) income from operations				(56,114	)		23,313		(6,048	)		—			(38,849	)
Other income (expense):
		Equity in income of subsidiaries		10,039			—		—			(10,039	)		—
		Intercompany interest		2,411			—		(2,411	)		—			—
		Interest		(46,378	)		—		(221	)		—			(46,599	)
		Miscellaneous, net		(41	)		1,527		201			—			1,687
				(33,969	)		1,527		(2,431	)		(10,039	)		(44,912	)
(Loss) income before income taxes				(90,083	)		24,840		(8,479	)		(10,039	)		(83,761	)
(Benefit) provision for income taxes				(26,647	)		8,697		(2,375	)		—			(20,325	)
Net (loss) income			$	(63,436	)	$	16,143	$	(6,104	)	$	(10,039	)	$	(63,436	)

F-88

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Predecessor
Condensed Consolidating Statement of Income
Three Months Ended December 31, 2009

			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales			$	—		$	543,298	$	224,406		$	(16,553	)	$	751,151
Costs and expenses:
	Cost of sales			—			329,317		98,684			(16,553	)		411,448
	Advertising, promotion and catalog			—			23,244		5,498			—			28,742
	Selling, general and administrative			17,112			85,911		85,708			—			188,731
				17,112			438,472		189,890			(16,553	)		628,921
Income from operations				(17,112	)		104,826		34,516			—			122,230
Other income (expense):
		Equity in income of subsidiaries		91,746			—		—			(91,746	)		—
		Intercompany interest		2,253			—		(2,253	)		—			—
		Interest		(7,827	)		—		(229	)		—			(8,056	)
		Miscellaneous, net		(23	)		1,184		594			—			1,755
				86,149			1,184		(1,888	)		(91,746	)		(6,301	)
Income before provision for income taxes				69,037			106,010		32,628			(91,746	)		115,929
(Benefit)/provision for income taxes				(6,549	)		37,104		9,788			—			40,343
Net income			$	75,586		$	68,906	$	22,840		$	(91,746	)	$	75,586

F-89

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Successor
Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2010

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	(63,436	)	$	16,143		$	(6,104	)	$	(10,039	)	$	(63,436	)
	Adjustments to reconcile net income to net cash & cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(10,039	)		—			—			10,039			—
		Impairments and disposals of assets				—			7			56			—			63
		Depreciation and amortization				1,191			18,888			5,070			—			25,149
		Foreign currency transaction (gain) loss				(1,173	)		—			113			—			(1,060	)
		Amortization of deferred charges				3,692			—			—			—			3,692
		Stock-based compensation				154			—			—			—			154
		Allowance for doubtful accounts				—			5,439			—			—			5,439
		Amortization of incremental inventory fair value				—			83,952			38,152			—			122,104
		Inventory reserves				—			23,552			—			—			23,552
		Deferred income taxes				—			(36,372	)		—			—			(36,372	)
		Changes in operating assets and liabilities:
			Accounts receivable			—			(35,173	)		480			—			(34,693	)
			Inventories			—			(20,533	)		(9,954	)		—			(30,487	)
			Other assets			—			3,947			7,369			—			11,316
			Accounts payable			—			(29,144	)		(12,664	)		—			(41,808	)
			Accrued expenses and other liabilities			—			(17,965	)		(8,582	)		—			(26,547	)
				Net cash (used in) provided by operating activities		(69,611	)		12,741			13,936			—			(42,934	)
Cash flows from investing activities:
	Intercompany accounts					18,198			(7,661	)		(10,537	)		—			—
	Purchase of property, plant and equipment					—			(4,988	)		(7,353	)		—			(12,341	)
	Cash paid for acquisitions, net of cash acquired					(3,982,432	)		—			—			—			(3,982,432	)
				Net cash used in investing activities		(3,964,234	)		(12,649	)		(17,890	)		—			(3,994,773	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements and capital leases					—			(429	)		(144	)		—			(573	)
	Payments for financing fees					(111,621	)		—			—			—			(111,621	)
	Proceeds from borrowings					2,400,000			—			—			—			2,400,000
	Capital contribution					1,550,400			—			—			—			1,550,400
				Net cash provided by (used in) financing activities		3,838,779			(429	)		(144	)		—			3,838,206
Effect of exchange rate changes on cash and cash equivalents						—			337			(606	)		—			(269	)
Net decrease in cash and cash equivalents						(195,066	)		—			(4,704	)		—			(199,770	)
Cash and cash equivalents at beginning of period						281,457			—			65,026			—			346,483
Cash and cash equivalents at end of period					$	86,391		$	—		$	60,322		$	—		$	146,713

F-90

NBTY, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)
(in thousands)

16. Condensed Consolidating Financial Statements of Guarantors of Senior Notes (Continued)

Predecessor
Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2009

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	75,586		$	68,906		$	22,840		$	(91,746	)	$	75,586
	Adjustments to reconcile net income to net cash & cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(91,746	)		—			—			91,746			—
		Impairments and disposals of assets				—			5,529			62			—			5,591
		Depreciation and amortization				1,291			11,206			4,450			—			16,947
		Foreign currency transaction loss				6			—			109			—			115
		Amortization of deferred charges				392			—			—			—			392
		Stock-based compensation				1,184			117			119			—			1,420
		Allowance for doubtful accounts				—			(115	)		—			—			(115	)
		Inventory reserves				—			2,174			—			—			2,174
		Deferred income taxes				—			807			(34	)		—			773
		Excess income tax benefit from exercise of stock options				(4,240	)		—			—			—			(4,240	)
		Changes in operating assets and liabilities:
			Accounts receivable			—			(33,286	)		1,297			—			(31,989	)
			Inventories			—			1,318			718			—			2,036
			Other assets			—			2,660			(1,137	)		—			1,523
			Accounts payable			—			(31,076	)		(1,788	)		—			(32,864	)
			Accrued expenses and other liabilities			—			19,156			3,510			—			22,666
				Net cash (used in) provided by operating activities		(17,527	)		47,396			30,146			—			60,015
Cash flows from investing activities:
	Intercompany accounts					30,996			(42,922	)		11,926			—			—
	Purchase of property, plant and equipment					(355	)		(4,474	)		(5,054	)		—			(9,883	)
	Proceeds from sale of investments					1,650			—			—			—			1,650
	Cash paid for acquisitions					—			—			(87	)		—			(87	)
				Net cash provided by (used in) investing activities		32,291			(47,396	)		6,785			—			(8,320	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements and capital leases					(10,733	)		—			(235	)		—			(10,968	)
	Excess income tax benefit from exercise of stock options					4,240			—			—			—			4,240
	Proceeds from stock options exercised					7,843			—			—			—			7,843
				Net cash provided by (used in) financing activities		1,350			—			(235	)		—			1,115
Effect of exchange rate changes on cash and cash equivalents						—			—			(105	)		—			(105	)
Net increase in cash and cash equivalents						16,114			—			36,591			—			52,705
Cash and cash equivalents at beginning of period						46,169			—			59,832			—			106,001
Cash and cash equivalents at end of period					$	62,283		$	—		$	96,423		$	—		$	158,706

F-91

$650,000,000

NBTY, Inc.
Subsidiary Guarantors
LISTED ON THE TABLE OF ADDITIONAL REGISTRANTS
Exchange Offer for
9% Senior Notes due 2018

        No dealer, sales representative or other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by NBTY, Inc. or any of its subsidiaries. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, nor does it constitute an offer to sell or the solicitation of an offer to buy such securities, in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of NBTY, Inc. and any of its subsidiaries since the date hereof or that information contained in this prospectus is correct as of any time subsequent to its date.

Dealer Prospectus Delivery Obligation

        Until                        , 201  , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Prospectus

Part II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

NBTY, Inc.

        NBTY, Inc. is incorporated under the laws of Delaware. Section 145 of the Delaware General Corporation Law (the "DGCL") permits a corporation to indemnify each person who was or is a party or is threatened to be made a party to any suit (other than a suit by or in the right of the corporation) by reason of the fact that the person is or was the corporation's director or officer, or is or was serving at the corporation's request as a director or officer of another entity, against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by the person in connection with any such suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal actions, had no reasonable cause to believe the person's conduct was unlawful. Section 145 permits a corporation to indemnify its directors and officers against expenses (including attorneys' fees) incurred by them in connection with a suit brought by or in the right of the corporation if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Section 145 provides further that if a current or former director or officer is successful on the merits or otherwise in defense of any such suit, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 145 also permits a corporation to pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of such suit upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        Our Certificate of Incorporation provides for indemnification to the full extent permitted by Section 145 of the DGCL with respect to all persons whom we may indemnify pursuant thereto. Our Certificate of Incorporation provides further that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

        Our bylaws provide that we shall, to the fullest extent permitted by the DGCL and in accordance with our Certificate of Incorporation, pay the reasonable expenses incurred by any of our directors or officers in any suit in advance of the final disposition of such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by us.

        We carry directors' and officers' insurance, which covers our directors and officers against certain liabilities they may incur when acting in their capacity as directors or officers.

        We have entered into indemnification agreements with each of our directors, pursuant to which we have agreed to indemnify and hold harmless each director, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses (as those terms are defined in the indemnification agreements) incurred by or on behalf of each director arising in connection with any Proceeding (as defined in the indemnification agreement) out of, or requiring participation of such director due to, such director's service and activities as a director, if such director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company's best interests.

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Co-Registrants

        Certain directors and officers of the Company serve at the request of the Company as directors or officers of the co-registrants and thus may be entitled to indemnification and advancement of expenses under the provisions set forth above. In addition to potential indemnification and advancement by the Company, the directors and officers of the co-registrants may also be entitled to indemnification and advancement to the extent provided in the applicable co-registrant's organizational documents or under the laws under which the co-registrants are organized, as described below.

Delaware

        The co-registrants that are Delaware corporations are subject to the provisions of the DGCL described above with respect to the Company.

        The Certificates of Incorporation of each of NBTY China Holdings, Inc., NBTY China, Inc., NBTY Global Distribution, Inc., NUTRITION HEADQUARTERS (DE), INC., Puritan's Pride of Japan, Inc., Solgar, Inc., Solgar Holdings, Inc. and Vitamin World China, Inc. provide that no director shall be liable to such corporation or its stockholders for breach of fiduciary duty as a director, except (i) for breaches of the duty of loyalty, (ii) for acts or omissions not in good faith involving intentional misconduct or a knowing violation of law, (iii) as pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

        The Certificates of Incorporation of each of NBTY CAH COMPANY and NBTY CAM COMPANY provide that no director shall be liable to such corporation or its stockholders for breach of fiduciary duty as a director, except to the extent not permitted by the DGCL.

        The Certificates of Incorporation of each of MET-Rx Nutrition, Inc. and RICHARDSON LABS, INC. provide that such corporation shall indemnify its present and former directors and officers against liabilities and expenses reasonably incurred and paid by them in connection with any suits to which they are made or threatened to be made party. Each such corporation is also permitted to indemnify any person acting in the capacity of a director or officer of another entity at the request of the corporation in substantially the same manner. Further, no director shall be liable to such corporation or its stockholders for breach of fiduciary duty as a director, except (i) for breaches of the duty of loyalty, (ii) for acts or omissions not in good faith involving intentional misconduct or a knowing violation of law, (iii) as pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

        The Certificate of Incorporation of ARCO PHARMACEUTICALS, INC. provides for indemnification to the full extent permitted by Section 145 of the DGCL with respect to all persons whom the corporation may indemnify pursuant thereto.

        The Certificates of Incorporation of each of ARTHRITIS RESEARCH CORP., Diabetes American Research Corp., Food Systems, Inc., GOOD 'N NATURAL MANUFACTURING CORP., HEALTHWATCHERS (DE), INC., NATURE'S BOUNTY INC., NATURE'S BOUNTY MANUFACTURING CORP., NBTY Global, Inc., NBTY Transportation, Inc., NBTY Ukraine, Inc., Precision Engineered Limited (USA), United States Nutrition, Inc. and VITAMIN WORLD, INC. are silent with respect to indemnification.

        The bylaws of each of Diabetes American Research Corp., Food Systems, Inc., NATURE'S BOUNTY INC., NATURE'S BOUNTY MANUFACTURING CORP., NBTY CAH COMPANY, NBTY CAM COMPANY, NBTY China Holdings, Inc., NBTY China, Inc., NBTY Global, Inc., NBTY Global Distribution, Inc., NBTY Transportation, Inc., NBTY Ukraine, Inc., Precision Engineered Limited (USA), Puritan's Pride of Japan, Inc., Solgar, Inc., Solgar Holdings, Inc., United States Nutrition, Inc. and Vitamin World China, Inc. provide that such corporation shall indemnify its present and former directors and officers (and any person acting in such capacity for another entity at the

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request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, had no reasonable cause to believe their conduct was unlawful. In the case of a suit by or in the right of such corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the suit, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Any present or former director or officer of such corporation shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in the event that such person is successful on the merits or otherwise in the defense of any such suit. The bylaws of each corporation also provide that the corporation shall pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of any such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        The bylaws of MET-Rx Nutrition, Inc. provide for indemnification of the corporation's present and former directors and officers (and any person acting in such capacity for another entity at the request of the corporation) against all expense and other liabilities reasonably incurred by them in connection with any suits to which they are made or threatened to be made party, to the fullest extent permitted by the DGCL. Indemnification for suits initiated by the indemnified party is required only in those instances where the Board of Directors approved the suit. Advancement of fees and expenses shall be made only upon an undertaking by such person to repay all amounts advanced if it is ultimately determined that indemnification was inappropriate, unless the DGCL requires otherwise.

        The bylaws of each of ARCO PHARMACEUTICALS, INC., ARTHRITIS RESEARCH CORP., GOOD 'N NATURAL MANUFACTURING CORP., HEALTHWATCHERS (DE), INC., NUTRITION HEADQUARTERS (DE), INC., RICHARDSON LABS, INC. and VITAMIN WORLD, INC. are silent with respect to indemnification.

        Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        The limited liability company agreements of each of NBTY Acquisition, LLC, NBTY FLIGHT SERVICES, LLC, NBTY Lendco, LLC, NBTY Manufacturing, LLC, NBTY PAH, LLC, NBTY Ukraine 1, LLC, NBTY Ukraine 2, LLC, Solgar Mexico Holdings, LLC, The Non-Irradiated Herbal Manufacturers Group, LLC and VITAMIN WORLD OF GUAM LLC state that the members, and where applicable, the managers, of each such company, to the maximum extent permitted by law, will not be liable for any loss incurred by them by reason of a good-faith act or omission made on behalf of such company in the conduct of the business or affairs of such company. Further, each agreement provides for the defense and indemnification of members, and where applicable, the managers, and when requested, the affiliates of and other parties related to the members, to the maximum extent permitted by law, including expenses and attorneys' fees (which may be paid as incurred) expended in the defense or settlement of indemnifiable claims.

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Arizona

        Section 10-851 of the Arizona Revised Statutes (the "ARS") authorizes a corporation to indemnify a person made a party to a suit by reason of the fact that such person is or was the corporation's director against liabilities incurred in such suit, provided that such person's conduct was in good faith and, when serving in an official capacity with the corporation, such person reasonably believed the conduct was in best interests of the corporation, or in all other cases, that the conduct was not opposed to its best interests. In the case of any criminal actions, indemnification is allowed if such person had no reasonable cause to believe the conduct was unlawful. A corporation may similarly indemnify a director for conduct for which broader indemnification has been made permissible or obligatory under the corporation's articles of incorporation pursuant to Section 10-202, subsection B, paragraph 2 of the ARS. Section 10-851 also provides that a corporation may not indemnify a director in connection with a suit by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other suit charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under Section 10-851 in connection with a suit by or in the right of the corporation is limited to reasonable expenses incurred in connection with the suit. Unless otherwise limited by its articles of incorporation, Section 10-852 of the ARS requires a corporation to indemnify (i) a director who was the prevailing party, on the merits or otherwise, in the defense of any suit to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the suit and (ii) an outside director, provided the suit is not one by or in the right of the corporation in which such outside director was adjudged liable to the corporation, or one charging improper financial benefit to such director, whether or not involving action in the director's official capacity, in which such director was adjudged liable on the basis that financial benefit was improperly received by such director. Section 10-853 of the ARS permits a corporation to pay expenses incurred by a director (and expenses incurred by outside directors, subject to additional limitations and the corporation's articles of incorporation) in any suit in advance of the final disposition of such suit upon receipt of (i) a certification by such person that he or she is entitled to indemnification and (ii) an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 10-202(B)(2) of the ARS also permits broader indemnification of a director if made expressly permissible or obligatory under a provision of the corporation's articles of incorporation, excluding (i) liability for the amount of a financial benefit received by a director to which the director is not entitled, (ii) an intentional infliction of harm on the corporation or the shareholders, (iii) unlawful distributions under Section 10-833 of the ARS and (iv) intentional violations of criminal law. Section 10-856 of the ARS provides that a corporation may indemnify and advance expenses to a person made a party to a suit by reason of the fact that such person is or was the corporation's officer to the same extent as a director.

        The Articles of Incorporation of The Ester C Company provide for indemnification of directors or officers (or any person acting in such capacity for another entity at the request of the corporation) against any expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them to the extent permitted by Arizona law. Further, no director of the corporation will be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty except in cases where such director (i) received a financial benefit to which the director was not legally entitled, (ii) intentionally inflicted harm on the corporation or its shareholders, (iii) violated Section 10-833 of the ARS or (iv) intentionally violated Arizona law.

        The bylaws of The Ester C Company provide for indemnification of the corporation's present and former directors and officers (and any person acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suits to which they are made or threatened to be

II-4

made party by reason of their position with the corporation, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, had no reasonable cause to believe their conduct was unlawful. In the case of a suit by or in the right of the corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the suit, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Any present or former director or officer of the corporation shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in the event that such person is successful on the merits or otherwise in the defense of any such suit. The bylaws also provide that the corporation shall pay expenses (including attorneys' fees) incurred by an officer or director in any such suit in advance of the final disposition of such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

California

        Section 317 of the California Corporations Code (the "CCC") authorizes a corporation to indemnify a person who is a party or is threatened to be made a party to any suit (other than a suit by or in the right of the corporation) by reason of the fact that such person is or was the corporation's director or officer, or is or was serving at the corporation's request as a director or officer of another entity, for expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by such person in connection with any such suit, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to criminal actions, had no reasonable cause to believe his or her conduct was unlawful. Section 317 provides further that a corporation may indemnify a director or officer for expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of a suit by or in the right of the corporation, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders. To the extent a corporation's director or officer is successful on the merits in the defense of any such suit, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CCC, expenses incurred in defending any suit may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the director or officer to repay that amount if it is ultimately determined that he or she is not entitled to indemnification.

        The Articles of Incorporation of Met-RX Substrate Technology, Inc. are silent with respect to indemnification. The bylaws of Met-RX Substrate Technology, Inc. provide that the corporation shall indemnify its present and former directors and officers (and any person acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, had no reasonable cause to believe their conduct was unlawful. In the case of a suit by or in the right of such corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the suit, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Any present or former director or officer of the corporation shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in the event that such person is successful on the merits or otherwise in the defense of any such suit. The bylaws of the corporation also provide that the corporation shall pay expenses (including attorneys' fees) incurred by an officer or director in any suit

II-5

in advance of the final disposition of any such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

Colorado

        Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a limited liability company to indemnify a member or manager or former member or manager of the company as provided in Section 7-80-407. Under Section 7-80-407, a company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business or for the preservation of the company's business or property, if such payments were made or liabilities incurred without violation of the person's duties to the company.

        The Operating Agreement of NatureSmart, LLC states that the members of the company, to the maximum extent permitted by law, will not be liable for any loss incurred by them by reason of a good-faith act or omission made on behalf of the company in the conduct of the business or affairs of the company. Further, the agreement provides for the defense and indemnification of members, and when requested, the affiliates of and other parties related to the members, to the maximum extent permitted by law, including expenses and attorneys' fees (which may be paid as incurred) expended in the defense or settlement of indemnifiable claims.

Florida

        Section 607.0850 of the Florida Business Corporation Act (the "FBCA") grants corporations the authority to indemnify each person who was or is a party or is threatened to be made a party to any suit (other than a suit by or in the right of the corporation) by reason of the fact that the person is or was the corporation's director or officer, or is or was serving at the corporation's request as a director or officer of another entity, against liabilities incurred by such person in connection with any such suits, provided the person acted in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe the person's conduct was unlawful. Section 607.0850 provides further that a corporation may indemnify a person for expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of a suit by or in the right of the corporation, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Section 607.0850 also provides that if a director or officer is successful on the merits or otherwise in defense of any such suits, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 607.0850 permits a corporation to pay expenses incurred by a director or officer in any suit in advance of the final disposition of such suit upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Florida law prohibits indemnification or advancement of expenses if a final adjudication establishes that the actions of a director or officer constitute (i) a violation of criminal law, unless the person had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (ii) a transaction from which such person derived an improper personal benefit, (iii) willful misconduct or conscious disregard for the best interests of the corporation in the case of a derivative suit by a shareholder, or (iv) in the case of a director, a circumstance under which a director would be liable for improper distributions under Section 607.0834 of the FBCA.

II-6

        The bylaws of Rexall, Inc. provide for the indemnification, to the fullest extent permitted by law, of any present or former director or officer who is or is threatened to be made a party to any suit by reason of the fact that he or she is or was a director or officer of the corporation (or acting in such capacity for another entity at the request of the corporation). Rexall, Inc. may advance related expenses to such party, to the full extent permitted by law. The Articles of Incorporation of each of Rexall, Inc. and Rexall Sundown, Inc. and the bylaws of Rexall Sundown, Inc. are silent with respect to indemnification.

Nevada

        Section 78.7502 of the Nevada Revised Statutes (the "NRS") permits a corporation to indemnify a person who was, is or is threatened to be made a party to a suit by reason of the fact that such person is or was a director or officer of the corporation (or acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by such person in connection with any such suit, provided such person (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law and (ii) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe such conduct was unlawful. Section 78.7502 provides further that a corporation may indemnify a person for expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of a suit by or in the right of the corporation, provided such person (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law and (ii) acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Section 78.7502 also provides that if a director or officer is successful on the merits or otherwise in defense of any such suits, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 78.751 permits a corporation to pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of such suit upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

        The Articles of Incorporation of each of AMERICAN HEALTH, INC. and VITAMIN WORLD OUTLET STORES, INC. provide that directors shall have no personal liability to such corporation or its stockholders for breach of fiduciary duty, not including acts or omissions involving intentional misconduct, fraud, knowing violations of law, or payment of dividends in violation of Section 78.300 of the NRS. In the case of Vitamin World Outlet Stores, Inc., the same protection is also extended to officers.

        The bylaws of MET-RX USA, INC. provide that the corporation shall indemnify its present and former directors and officers (and any person acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, had no reasonable cause to believe their conduct was unlawful. In the case of a suit by or in the right of such corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the suit, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Any present or former director or officer of the corporation shall be indemnified against expenses (including attorneys' fees) actually and

II-7

reasonably incurred in the event that such person is successful on the merits or otherwise in the defense of any such suit. The bylaws of the corporation also provide that the corporation shall pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of any such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        The Articles of Incorporation of MET-RX USA, INC., as well as the bylaws of each of AMERICAN HEALTH, INC. and VITAMIN WORLD OUTLET STORES, INC., are silent with respect to indemnification.

New York

        Section 722 of the New York Business Corporation Law (the "NYBCL") authorizes a corporation to indemnify any person made, or threatened to be made, a party to any suit (other than one by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person was a director or officer of the corporation, or served at the request of the corporation as a director or officer of any other entity, against expenses (including attorneys' fees) and other liabilities incurred as a result of such suit, if such person acted, in good faith, for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to criminal actions, had no reasonable cause to believe that his or her conduct was unlawful. Section 722 provides further that a corporation may indemnify any person made, or threatened to be made, a party to a suit by or in the right of the corporation by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other entity, against expenses (including attorney's fees) actually and necessarily incurred by him or her in connection with such suit, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, other than a threatened or pending suit which is settled or otherwise disposed of, or any matter as to which such person shall have been adjudged to be liable to the corporation. Section 723 of the NYBCL provides that a corporation must indemnify a director or officer if he or she is successful in defending a suit and may indemnify such person if he or she is not successful in such defense if it is determined as provided in the statute that he or she meets a certain standard of conduct. Section 724 of the NYBCL permits a director or officer of a corporation who is a party to a suit to apply to the courts for indemnification. Sections 782 and 785 permit a corporation to pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of such suit, provided that such person shall repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

        The Certificates of Incorporation of each of DE TUINEN LTD., HOLLAND & BARRETT, LTD., NATURE'S BOUNTY, INC., NBTY DISTRIBUTION, INC. and VITAMIN WORLD ONLINE, INC. provide that no director shall be personally liable to such corporation or its stockholders for a breach of fiduciary duty as a director, unless a judgment or final adjudication adverse to such director establishes that (i) the acts or omissions of the director were in bad faith or involved intentional misconduct or a knowing violation of law, (ii) the director personally gained a profit or other advantage to which the director was not legally entitled or (iii) the director violated NYBCL Section 719. The Certificate of Incorporation of Puritan's Pride Retail Stores, Inc. provides for the indemnification of all persons allowable under, and to the full extent permitted by, NYBCL Article 7. The Certificates of Incorporation of each of NABARCO ADVERTISING ASSOCIATES, INC., PURITAN'S PRIDE, INC. and Worldwide Sport Nutritional Supplements, Inc. are silent with respect to indemnification.

II-8

        The bylaws of each of DE TUINEN LTD., HOLLAND & BARRETT, LTD., NBTY DISTRIBUTION, INC., Puritan's Pride Retail Stores, Inc. and Worldwide Sport Nutritional Supplements, Inc. provide that such corporation shall indemnify its directors and officers (including when acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and necessarily incurred by such person in connection with any suit to which such person is made or threatened to be made party by reason of their position with the corporation, provided that any material acts of such person were not committed in bad faith and did not result from active and deliberate dishonesty, and that such person did not personally gain a profit or other advantage to which he or she was not legally entitled. In the case of a suit by or in the right of such corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by the director or officer in connection with the defense or settlement of the suit, except that no indemnification shall be made if (i) any material acts of such person were committed in bad faith or resulted from active and deliberate dishonesty, (ii) such person personally gained a profit or other advantage to which he or she was not legally entitled or (iii) unless otherwise determined by the court, such person is adjudged liable to the corporation or the suit is settled or otherwise disposed of. Any person successful on the merits or otherwise in the defense of any such suit shall be entitled to indemnification as described above. Directors and officers of each such corporation will have their incurred expenses paid in advance unless otherwise determined by the Board of Directors, such expenses to be repaid upon a finding that the indemnified party was not entitled to indemnification.

        The bylaws of NATURE'S BOUNTY, INC., PURITAN'S PRIDE, INC. and VITAMIN WORLD ONLINE, INC. provide that such corporation shall indemnify its present and former directors and officers (and any person acting in such capacity for another entity at the request of the corporation) against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, had no reasonable cause to believe their conduct was unlawful. In the case of a suit by or in the right of such corporation, indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the suit, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. Any present or former director or officer of such corporation shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in the event that such person is successful on the merits or otherwise in the defense of any such suit. The bylaws of each corporation also provide that the corporation shall pay expenses (including attorneys' fees) incurred by an officer or director in any suit in advance of the final disposition of any such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        The bylaws of NABARCO ADVERTISING ASSOCIATES, INC. are silent with respect to indemnification.

        Section 420 of the New York Limited Liability Company Law (the "NYLLCL") provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a company may indemnify any member, manager or other person from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes that (i) his or her acts were committed in bad faith

II-9

or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

        The Articles of Organization of 5100 New Horizons Boulevard, LLC calls for indemnification to the full extent permitted by the NYLLCL of all persons whom it is permitted to indemnify pursuant thereto. The limited liability company agreement of 5100 New Horizons Boulevard, LLC is silent with respect to indemnification.

Item 21.    Exhibits and Financial Statement Schedules.

(a)

See Exhibit Index immediately following the signature pages.

Item 22.    Undertakings.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants under the foregoing provisions, or otherwise, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants, unless in the opinion of their counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference in the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

II-10

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:



(i)

Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

II-11

SIGNATURES

        Under the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ronkonkoma, New York on March 21, 2011.

NBTY, Inc.
By:	/s/ JEFFREY NAGEL Jeffrey Nagel Chief Executive Officer

II-12

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEFFREY NAGEL Jeffrey Nagel	Chief Executive Officer and Director (Principal Executive Officer)	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 21, 2011
/s/ SCOTT RUDOLPH Scott Rudolph	Director (Chairman)	March 21, 2011
/s/ DAVID BERNAUER David Bernauer	Director	March 21, 2011
/s/ MARCO DE BENEDETTI Marco De Benedetti	Director	March 21, 2011
/s/ ROBERT ESSNER Robert Essner	Director	March 21, 2011
/s/ ALLAN HOLT Allan Holt	Director	March 21, 2011
/s/ SANDRA HORBACH Sandra Horbach	Director	March 21, 2011
/s/ ELLIOT WAGNER Elliot Wagner	Director	March 21, 2011

II-13

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

AMERICAN HEALTH, INC. ARCO PHARMACEUTICALS, INC. DE TUINEN LTD. Food Systems, Inc. GOOD 'N NATURAL MANUFACTURING CORP. HEALTHWATCHERS (DE), INC. HOLLAND & BARRETT, LTD. MET-Rx Nutrition, Inc. MET-Rx Substrate Technology, Inc. MET-RX USA, Inc. NABARCO ADVERTISING ASSOCIATES, INC. NATURE'S BOUNTY INC. NATURE'S BOUNTY, INC. NATURE'S BOUNTY MANUFACTURING CORP. NBTY China Holdings, Inc. NBTY China, Inc. NBTY DISTRIBUTION, INC. NBTY Global, Inc. NBTY Transportation, Inc. NBTY Ukraine, Inc. NUTRITION HEADQUARTERS (DE), INC. Precision Engineered Limited (USA) Puritan's Pride, Inc. Puritan's Pride of Japan, Inc. Puritan's Pride Retail Stores, Inc. Rexall, Inc. Rexall Sundown, Inc. RICHARDSON LABS, INC. Solgar Holdings, Inc. Vitamin World China, Inc. VITAMIN WORLD ONLINE, INC. VITAMIN WORLD OUTLET STORES, INC. Worldwide Sport Nutritional Supplements, Inc.

By:

/s/ HARVEY KAMIL Name: Harvey Kamil Title: President and Treasurer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective

II-14

Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-15

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

ARTHRITIS RESEARCH CORP. Diabetes American Research Corp. NBTY Global Distribution, Inc. United States Nutrition, Inc.
By:	/s/ GLENN SCHNEIDER Name: Glenn Schneider Title: President

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GLENN SCHNEIDER Glenn Schneider	President (Principal Executive Officer)	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	Treasurer (Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-16

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

NBTY CAH Company NBTY CAM Company
By:	/s/ JOSEPH LOONEY Name: Joseph Looney Title: President and Treasurer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH LOONEY Joseph Looney	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-17

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

Solgar, Inc.
By:	/s/ HARVEY KAMIL Name: Harvey Kamil Title: President and Chief Financial Officer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-18

SIGNATURES

        Under the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

The Ester C Company
By:	/s/ HARVEY KAMIL Name:  Harvey Kamil Title:    President and Chief Financial Officer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-19

SIGNATURES

        Under the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

Vitamin World, Inc.
By:	/s/ STEVEN PAPPAS Name: Steven Pappas Title: President

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN PAPPAS Steven Pappas	President (Principal Executive Officer)	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	Treasurer (Principal Financial and Accounting Officer) Director	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Director	March 21, 2011

II-20

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

5100 New Horizons Boulevard, LLC NatureSmart, LLC
By:	/s/ HARVEY KAMIL Name: Harvey Kamil Title: President and Treasurer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	March 21, 2011
NBTY, Inc.	Sole and Managing Member*	March 21, 2011

By: /s/ HARVEY KAMIL
Name: Harvey Kamil
Title: President and Chief Financial Officer

*

The Registrant has no directors or managers

II-21

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

NBTY Acquisition, LLC NBTY LENDCO, LLC
By:	/s/ HARVEY KAMIL Name:  Harvey Kamil Title:    President

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President (Principal Executive and Principal Financial and Accounting Officer)	March 21, 2011
NBTY, Inc.	Sole and Managing Member*	March 21, 2011

By: /s/ HARVEY KAMIL
Name: Harvey Kamil
Title: President and Chief Financial Officer

*

The Registrant has no directors or managers

II-22

SIGNATURES

        Under the requirements of the Securities Act of 1933, each undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

NBTY Flight Services, LLC NBTY Ukraine 1, LLC NBTY Ukraine 2, LLC Solgar Mexico Holdings, LLC The Non-Irradiated Herbal Manufacturers Group, LLC VITAMIN WORLD OF GUAM LLC
By:	/s/ HARVEY KAMIL Name: Harvey Kamil Title: President and Treasurer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ HARVEY KAMIL Harvey Kamil	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) Manager	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Manager	March 21, 2011

II-23

SIGNATURES

        Under the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

NBTY Manufacturing, LLC
By:	/s/ DAN PARKHIDEH Name: Dan Parkhideh Title: President

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAN PARKHIDEH Dan Parkhideh	President (Principal Executive Officer)	March 21, 2011
/s/ JOSEPH LOONEY Joseph Looney	Treasurer (Principal Financial and Accounting Officer)	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Manager	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	Manager	March 21, 2011

II-24

SIGNATURES

        Under the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on March 21, 2011.

NBTY PAH, LLC
By:	/s/ JOSEPH LOONEY Name: Joseph Looney Title: President and Treasurer

POWER OF ATTORNEY

        The undersigned, in the capacities specified below, hereby severally constitute and appoint Jeffrey Nagel and Harvey Kamil with full power of substitution to each in any and all capacities, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each attorney-in-fact may do so, or cause to be done, by virtue hereof.

        Under the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH LOONEY Joseph Looney	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	March 21, 2011
/s/ HARVEY KAMIL Harvey Kamil	Manager	March 21, 2011
/s/ HANS LINDGREN Hans Lindgren	Manager	March 21, 2011

II-25

INDEX TO EXHIBITS

2.1	Agreement and Plan of Merger dated July 15, 2010 among NBTY, Inc., Alphabet Holding Company, Inc. and Alphabet Merger Sub, Inc.(12)
3.1	Restated Certificate of Incorporation of NBTY, Inc.*
3.2	Second Amended and Restated By-Laws of NBTY, Inc.*
3.3	Articles of Organization of 5100 New Horizons Boulevard, LLC *
3.4	Limited Liability Company Agreement of 5100 New Horizons Boulevard, LLC *
3.5	Articles of Incorporation of American Health, Inc. (13)
3.6	By-laws of American Health, Inc. (13)
3.7	Certificate of Incorporation of Arco Pharmaceuticals, Inc. (13)
3.8	By-laws of Arco Pharmaceuticals, Inc. (13)
3.9	Certificate of Incorporation of Arthritis Research Corp. (13)
3.10	By-laws of Arthritis Research Corp. (13)
3.11	Certificate of Incorporation of De Tuinen Ltd. (13)
3.12	By-laws of De Tuinen Ltd. (13)
3.13	Certificate of Incorporation of Diabetes American Research Corp. (13)
3.14	By-laws of Diabetes American Research Corp. (13)
3.15	Certificate of Incorporation of Food Systems, Inc. (13)
3.16	By-laws of Food Systems, Inc. (13)
3.17	Certificate of Amendment of Certificate of Incorporation of Good 'N Natural Manufacturing Corp. and Certificate of Incorporation of Good 'N Natural Manufacturing Corp. (13)
3.18	By-laws of Good 'N Natural Manufacturing Corp. (13)
3.19	Certificate of Incorporation of Healthwatchers (DE), Inc. (13)
3.20	By-laws of Healthwatchers (DE), Inc. (13)
3.21	Certificate of Incorporation of Holland & Barrett, Ltd. (13)
3.22	By-laws of Holland & Barrett, Ltd. (13)
3.23	Certificate of Incorporation of Met-Rx Nutrition, Inc. *
3.24	Amended and Restated By-laws of Met-Rx Nutrition, Inc. (13)
3.25	Articles of Incorporation of Met-Rx Substrate Technology, Inc.*
3.26	By-laws of Met-Rx Substrate Technology, Inc.*
3.27	Articles of Incorporation of Met-Rx USA, Inc. *
3.28	By-laws of Met-Rx USA, Inc.*
3.29	Certificate of Incorporation of Nabarco Advertising Associates, Inc. (13)
3.30	By-laws of Nabarco Advertising Associates, Inc. (13)
3.31	Certificate of Incorporation of Nature's Bounty Inc. (NY) (13)
3.32	By-laws of Nature's Bounty Inc. (NY) *
3.33	Certificate of Incorporation of Nature's Bounty Manufacturing Corp. (13)
3.34	By-laws of Nature's Bounty Manufacturing Corp. (13)
3.35	Certificate of Incorporation of Nature's Bounty, Inc. (DE) (13)
3.36	By-laws of Nature's Bounty, Inc. (DE) (13)
3.37	Articles of Organization and Articles of Reinstatement for Naturesmart, LLC *
3.38	Operating Agreement of Naturesmart, LLC*
3.39	Certificate of Formation of NBTY Acquisition, LLC*
3.40	Operating Agreement of NBTY Acquisition, LLC*
3.41	Certificate of Incorporation of NBTY CAH Company (13)
3.42	By-laws of NBTY CAH Company. (13)
3.43	Certificate of Incorporation of NBTY CAM Company. (13)
3.44	By-laws of NBTY CAM Company. (13)
3.45	Certificate of Incorporation of NBTY China Holdings, Inc. (13)
3.46	By-laws of NBTY China Holdings, Inc. (13)

II-26

3.47	Certificate of Incorporation of NBTY China, Inc. (13)
3.48	By-laws of NBTY China, Inc. (13)
3.49	Certificate Incorporation of NBTY Distribution, Inc. (13)
3.50	By-laws of NBTY Distribution, Inc. (13)
3.51	Certificate of Formation of NBTY Flight Services, LLC. (13)
3.52	Limited Liability Company Agreement of NBTY Flight Services, LLC.*
3.53	Certificate of Incorporation of NBTY Global, Inc. *
3.54	By-laws of NBTY Global, Inc.*
3.55	Certificate of Incorporation of NBTY Global Distribution, Inc. *
3.56	By-laws of NBTY Global Distribution, Inc.*
3.57	Certificate of Formation of NBTY Lendco, LLC.*
3.58	Limited Liability Company Agreement of NBTY Lendco, LLC.*
3.59	Certificate of Correction to Certificate of Formation and Certificate of Formation of NBTY Manufacturing, LLC. (13)
3.60	Amended and Restated Limited Liability Company Agreement of NBTY Manufacturing, LLC.*
3.61	Certificate of Formation of NBTY PAH, LLC. (13)
3.62	Limited Liability Company Agreement of NBTY PAH, LLC. *
3.63	Certificate of Incorporation of NBTY Transportation, Inc. (13)
3.64	By-laws of NBTY Transportation, Inc. (13)
3.65	Certificate of Formation of NBTY Ukraine 1, LLC. (13)
3.66	Amended and Restated Limited Liability Company Agreement of NBTY Ukraine 1, LLC.*
3.67	Certificate of Formation of NBTY Ukraine 2, LLC. (13)
3.68	Amended and Restated Limited Liability Company Agreement of NBTY Ukraine 2, LLC.*
3.69	Certificate of Incorporation of NBTY Ukraine, Inc. (13)
3.70	By-laws of NBTY Ukraine, Inc. (13)
3.71	Certificate of Incorporation of Nutrition Headquarters (DE), Inc. (13)
3.72	By-laws of Nutrition Headquarters (DE), Inc. (13)
3.73	Certificate of Incorporation of Precision Engineered Limited (USA). (13)
3.74	By-laws of Precision Engineered Limited (USA). (13)
3.75	Certificate of Incorporation of Puritan's Pride, Inc. *
3.76	By-laws of Puritan's Pride, Inc. *
3.77	Certificate of Incorporation of Puritan's Pride of Japan, Inc.*
3.78	By-laws of Puritan's Pride of Japan, Inc.*
3.79	Certificate of Incorporation of Puritan's Pride Retail Stores, Inc.*
3.80	By-laws of Puritan's Pride Retail Stores, Inc.*
3.81	Articles of Incorporation of Rexall, Inc. (13)
3.82	By-laws of Rexall, Inc. (13)
3.83	Articles of Incorporation of Rexall Sundown, Inc. (13)
3.84	By-laws of Rexall Sundown, Inc.*
3.85	Certificate of Incorporation of Richardson Labs, Inc. *
3.86	By-laws of Richardson Labs, Inc. (13)
3.87	Certificate of Incorporation of Solgar, Inc.*
3.88	By-laws of Solgar, Inc.*
3.89	Certificate of Incorporation of Solgar Holdings, Inc.*
3.90	By-laws of Solgar Holdings, Inc.*
3.91	Certificate of Formation of Solgar Mexico Holdings, LLC.*
3.92	Amended and Restated Limited Liability Company Agreement of Solgar Mexico Holdings, LLC.*
3.93	Articles of Incorporation of The Ester C Company and all amendments and certificates thereto*
3.94	By-laws of The Ester C Company*

II-27

3.95	Certificate of Formation of The Non-Irradiated Herbal Manufacturers Group, LLC. (13)
3.96	Amended and Restated Limited Liability Company Agreement of The Non-Irradiated Herbal Manufacturers Group, LLC.*
3.97	Certificate of Incorporation of United States Nutrition, Inc. (13)
3.98	By-laws of United States Nutrition, Inc. (13)
3.99	Certificate of Incorporation of Vitamin World, Inc. (13)
3.100	By-laws of Vitamin World, Inc. (13)
3.101	Certificate of Incorporation of Vitamin World China, Inc. *
3.102	By-laws of Vitamin World China, Inc.*
3.103	Certificate of Formation of Vitamin World of Guam LLC. (13)
3.104	Limited Liability Company Agreement of Vitamin World of Guam LLC. (13)
3.105	Certificate of Incorporation of Vitamin World Online, Inc. (13)
3.106	By-laws of Vitamin World Online, Inc. *
3.107	Articles of Incorporation of Vitamin World Outlet Stores, Inc. (13)
3.108	By-laws of Vitamin World Outlet Stores, Inc. *
3.109	Certificate of Incorporation of Worldwide Sport Nutritional Supplements, Inc. *
3.110	By-laws of Worldwide Sport Nutritional Supplements, Inc. (13)
4.1	Form of Indenture, dated as of October 1, 2010, among NBTY, Inc., certain guarantor subsidiaries of the Company named therein, and The Bank of New York Mellon, as trustee, governing the 9% Senior Notes due 2018.*
4.2	Form of Registration Rights Agreement, dated October 1, 2010, by and among Alphabet Merger Sub, Inc., NBTY, Inc., the Guarantors party thereto, Banc of America Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC*
4.3	Form of 9% Senior Notes due 2018 (included as Exhibit A to 4.1).
5.1	Opinion of Latham & Watkins LLP regarding validity of the exchange notes.*
5.2	Opinion of Ballard Spahr LLP.*
5.3	Opinion of Holland & Knight LLP.*
10.1	Executive Consulting Agreement, effective January 1, 2002, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(2)
10.2	First Amendment to Executive Consulting Agreement, effective January 1, 2003, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(3)
10.3	Second Amendment to Executive Consulting Agreement, effective January 1, 2004, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(4)
10.4	Third Amendment to Executive Consulting Agreement, effective January 1, 2005, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(5)
10.5	Fourth Amendment to Executive Consulting Agreement, effective January 1, 2006, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(6)
10.6	Fifth Amendment to Executive Consulting Agreement, effective January 1, 2007, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(1)
10.7	Sixth Amendment to Executive Consulting Agreement, effective January 1, 2008, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(7)
10.8	Seventh Amendment to Executive Consulting Agreement, as of December 1, 2008, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(10)
10.9	Eighth Amendment to Executive Consulting Agreement, as of December 10, 2009, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(14)
10.10	Form of Ninth Amendment to Executive Consulting Agreement, as of December 9, 2010, by and between NBTY, Inc. and Rudolph Management Associates, Inc.*
10.11	NBTY, Inc. Executive Bonus Plan.(8)
10.12	Form of Credit Agreement, dated October 1, 2010, among NBTY, Inc., Alphabet Holding Company, Inc., Barclays Bank PLC and the other lenders party thereto ("Credit Agreement").*

II-28

10.13	Form of First Amendment and Refinancing Agreement, dated March 1, 2010, amending the Credit Agreement.*
10.14	Form of Subsidiary Guaranty, dated October 1, 2010, from the Guarantors named therein in favor of the secured parties named in the Credit Agreement.*
10.15	Form of Security Agreement, dated October 1, 2010, from the Grantors named therein to Barclays Bank PLC.*
10.16	Employment Agreement, effective March 1, 2008, by and between NBTY, Inc. and Harvey Kamil.(9)
10.17	Employment Agreement, dated November 8, 2010, by and among NBTY, Inc., Alphabet Holding Company, Inc. and Jeffrey A. Nagel*
10.18	Form of Director Indemnification Agreement.*
10.19	Equity Incentive Plan of Alphabet Holding Company, Inc.*
10.20	Stock Option Agreement, dated December 6, 2010, by and between Alphabet Holding Company, Inc. and Jeffrey Nagel.*
10.21	Form of Stock Purchase Agreement, dated December 17, 2010, by and between Alphabet Holding Company, Inc. and Jeffrey Nagel.*
12.1	Statement regarding computation of ratio of earnings to fixed charges.*
21.1	List of subsidiaries of NBTY, Inc.*
23.1	Consent of PricewaterhouseCoopers LLP.*
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).*
23.3	Consent of Ballard Spahr LLP (included in Exhibit 5.2).*
23.4	Consent of Holland & Knight LLP (included in Exhibit 5.3).*
24.1	Powers of Attorney (see signature pages).
25.1	Statement of Eligibility of The Bank of New York to act as Trustee under the indenture dated as of October 1, 2010 under the Trust Indenture Act of 1939.*
99.1	Form of Letter of Transmittal with respect to the Exchange Offer.*
99.2	Form of Notice of Guaranteed Delivery with respect to the Exchange Offer.*
99.3	Form of Letter to the Depositary Trust Company Participants regarding the Exchange Offer.*
99.4	Form of Letter to Beneficial Owners regarding the Exchange Offer.*

*

Filed herewith.

(1)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2006 filed December 11, 2006 (File #001-31788).

(2)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2002 filed December 20, 2002 (File #000-10666).

(3)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2003 filed December 16, 2003 (File #001-31788).

(4)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004 (File #001-31788).

(5)

Incorporated by reference to NBTY, Inc.'s Form 10-Q, filed May 9, 2005 (File #001-31788).

(6)

Incorporated by reference to NBTY, Inc.'s Form 10-Q, filed February 2, 2006 (File #001-31788).

(7)

Incorporated by reference to NBTY, Inc.'s Form 8-K, filed November 30, 2007 (File #001-31788).

(8)

Incorporated by reference to Annex A to NBTY, Inc.'s Proxy Statement, filed January 16, 2008, for the Annual meeting of Stockholders held on February 25, 2008 (File #001-31788).

(9)

Incorporated by reference to NBTY, Inc.'s Form 8-K filed April 3, 2008 (File #001-31788).

(10)

Incorporated by reference to NBTY, Inc.'s Form 10-Q filed February 9, 2009 (File #001-31788).

II-29

(11)

Incorporated by reference to NBTY, Inc.'s Form 10-Q filed May 8, 2009 (File #001-31788).

(12)

Incorporated by reference to NBTY, Inc.'s Form 8-K, filed July 16, 2010 (File #001-31788).

(13)

Incorporated by reference to NBTY, Inc.'s Form S-4 filed March 17, 2006 (File # 333-132506).

(14)

Incorporated by reference to NBTY, Inc.'s Form 10-Q, filed February 9, 2010 (File #001-31788).

II-30

EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

NBTY, INC.

FIRST:  The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

NBTY, Inc.

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH:  The aggregate number of all classes of shares of capital stock which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, with a par value of $0.01 per share (the “Common Stock”).

FIFTH:  The rights, preferences, privileges and restrictions granted or imposed upon the Common Stock are as follows:

1.  Dividends.  The holders of the Common Stock shall be entitled to the payment of dividends when and as declared by the board of directors of the Corporation (the “Board”) out of funds legally available therefor and to receive other distributions from the Corporation, including distributions of contributed capital, when and as declared by the Board.  Any dividends declared by the Board to the holders of the then outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

2.  Liquidation, Dissolution or Winding Up.  In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata, in accordance with the number of shares of Common Stock held by each such holder.

3.  Voting.  Each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each other holder of Common Stock and shall be entitled to one (1) vote for each share of Common Stock held by such holder.  Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation.

SIXTH:  In furtherance and not in limitation of the power conferred by statute, the Board is expressly authorized to make, alter or repeal the bylaws of the Corporation subject to any limitations contained therein.

SEVENTH:  No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.  The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.  Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

EIGHTH:  Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by the DGCL.  All rights conferred upon stockholders herein are granted subject to this reservation.

TENTH:  To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions or agreements with such agents or other persons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by the DGCL and applicable decisional law, with respect to actions for breach of duty to the Corporation, its stockholders, and others.

EX-3.2

EXHIBIT 3.2

SECOND AMENDED AND RESTATED

BYLAWS

OF

NBTY, INC.

ARTICLE I.
OFFICES

Section 1.Registered Office.  The registered office of NBTY, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings.  Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.Annual Meetings of Stockholders.  The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.Quorum; Adjourned Meetings and Notice Thereof.  A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4.Voting.  When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the DGCL, or the Certificate of Incorporation, or these Second Amended and Restated Bylaws (the “Bylaws”), a different vote is required in which case such express provision shall govern and control the decision of such question. Except as may be otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the stock present in person or represented by proxy at the meeting entitled to vote on the election of directors

2

Section 5.Proxies.  At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his/her name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof.  All elections shall be had and all questions decided by a plurality vote.

Section 6.Special Meetings.  Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.Notice of Stockholder’s Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the date and hour, the place (if any) and the means of remote communications (if any)  of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Except as otherwise provided by law, the written

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notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting via mail, facsimile or electronic mail.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his/her address as it appears on the records of the Corporation.

Section 8.Maintenance and Inspection of Stockholder List.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, (i) at the Corporation’s discretion, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the Corporation’s principal place of business.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be available for examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

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Section 9.Stockholder Action by Written Consent Without a Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary (in accordance with the Certificate of Incorporation) to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (ii) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented to such action in writing and who, if the action had been taken at a meeting, would have been entitled to notice of such meeting.

ARTICLE III.
DIRECTORS

Section 1.The Number of Directors.  The number of directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9).  The exact number of directors shall be determined by resolution of the Board.  The directors need not be stockholders.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be

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removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2.Vacancies.  Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.  The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the stockholders.  If there are no directors in office, then an election of directors may be held in the manner provided by the DGCL.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.Powers.  The property and business of the Corporation shall be managed by or under the direction of its Board of Directors.  In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 4.Place of Directors’ Meetings.  The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5.Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6.Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 7.Quorum.  At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the DGCL, by the Certificate of Incorporation or by these Bylaws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  If only one director is authorized, such sole director shall constitute a quorum.  At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8.Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any

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meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9.Telephonic Meetings.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10.Committees of Directors.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and

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may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by the DGCL or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 11.Minutes of Committee Meetings.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.Compensation of Directors.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13.Indemnification.  In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses before the final disposition of any action to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer or employee of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at

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the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.  As a condition precedent to such advancement, such person shall provide the Corporation with a written undertaking to repay the amounts advanced if it is ultimately determined that such person is not entitled to indemnification under Article SEVENTH of the Amended and Restated Certificate of Incorporation of the Corporation.

ARTICLE IV.
OFFICERS

Section 1.Officers.  The officers of this Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary.  The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof.  In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title.  At the time of the election of officers, the directors may by resolution determine the order of their rank.  Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2.Election of Officers.  The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

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Section 3.Subordinate Officers.  The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.Compensation of Officers.  The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5.Term of Office; Removal and Vacancies.  The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6.Chairman of the Board.  The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws.  If there is no Chief Executive Officer, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7.Chief Executive Officer.  The Chief Executive Officer has general supervision, direction and control of the Corporation.  The Chief Executive Officer presides at all stockholder meetings and, in the absence of the Chairman of the Board, or if there is no Chairman of the Board, at all Board meetings.  The Chief Executive Officer has the general

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management powers and duties usually held by the general manager of a corporation, as well as any other powers and duties the Board of Directors prescribes.

Section 8.President.  The President shall act, along with the Chief Executive Officer, in a general executive capacity and shall assist the Chairman of the Board and the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs.

Section 9.Vice Presidents.  In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 10.Secretary.  The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors.  He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

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Section 11.Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.Treasurer.  The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.  He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

Section 13.Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors,

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shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.
CERTIFICATES OF STOCK

Section 1.Certificates.  Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer, President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2.Signatures on Certificates.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.Statement of Stock Rights, Preferences, Privileges.  If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the

14

foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 4.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.Transfers of Stock.  Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6.Fixing Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any

15

adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.Registered Stockholders.  The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI.
GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.Payment of Dividends.  Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the

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directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 3.Checks.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4.Fiscal Year.  The fiscal year of the Corporation shall end on December 31st of each year.

Section 5.Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6.Manner of Giving Notice.  Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

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Section 7.Waiver of Notice.  Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.Annual Statement.  The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII.
AMENDMENTS

Section 1.Amendment by Directors or Stockholders.  These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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EX-3.3

Exhibit 3.3

070215000 170

CSC 45

DRAW DOWN

Articles of Organization

of

5100 New Horizons Boulevard, LLC

Under Section 203 of the Limited Liability Company Law

The undersigned, being a natural person of at least 18 years of age and acting as the organizer of the limited liability company (the “Company”) hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York (the “LLCL”), certifies that:

First:	The name of the limited liability company is 5100 New Horizons Boulevard, LLC.
Second:	The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the LLCL.
Third:	The county within this state in which the office of the limited liability company is to be located is Suffolk.
Fourth:	The Secretary of State is designated as agent of the Company upon whom process against it may be served. The address within this state to which the Secretary of State shall mail a copy of any process against the Company served upon the Secretary is c/o NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716.
Fifth:	The Company will indemnify, to the full extent permitted by the LLCL, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

February 13, 2007
	/s/ Madeline Stirber
	Madeline Stirber Sole Organizer

1

070215000 170

Articles of Organization

of

5100 New Horizons Boulevard, LLC

Under Section 203 of the Limited Liability Company Law

Filed By:

Madeline Stirber
NBTY, lnc.
90 Orville Drive
Bohemia, New York 11716

ICC
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED
FEB 15 2007
TAX $
BY:	/s/ [ILLEGIBLE]

[ILLEGIBLE]

2007 FEB 14 PM 2:53

CUSTOMER REF. #

75844303

CSC 45

DRAW DOWN

[ILLEGIBLE]

2007 FEB 15 AM 9:07

2

EX-3.4

Exhibit 3.4

Limited Liability Company Agreement

of

5100 New Horizons Boulevard, LLC

This Limited Liability Company Agreement, dated as of February 28, 2007 (this “Agreement”) of 5100 New Horizons Boulevard, LLC, a New York limited liability company (the “Company”), by NBTY Manufacturing, LLC, a Delaware limited liability company and the sole member of the Company sets forth the terms and conditions under which the Company will operate.

1.Definitions. Capitalized words and phrases used in this Agreement have the following meanings:

“Act” means the New York Limited Liability Company Law, as amended from time to time.

“Articles of Organization” means the Articles of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company from time to time with the State of New York pursuant to the Act.

“Company” has the meanings set forth above.

“Member” means each Person signing this Agreement and any Person who subsequently is admitted as a Member of the Company in accordance with the terms and provisions of the Act and this Agreement and has a Membership Interest in the Company with the rights, obligations and limitations specified under the Act and this Agreement.

“Membership Interest” means a Member’s aggregate rights in the Company, expressed as a percentage, including a Member’s right to a share of the profits and losses of the Company, the right to receive distributions from the Company and the right to vote and participate in the management of the Company, in each case to the extent provided for herein. The initial Membership Interest of each Member is set forth on Exhibit A.

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

2.Formation. Madeline Stirber (the “Organizer”) organized the Company as a limited liability company by preparing, executing and filing with the New York Secretary of State the Articles of Organization pursuant to the Act. Simultaneously with the execution of this Agreement and the formation of the Company, each Member set forth on Exhibit A will be admitted as a Member of the Company. The rights and liabilities of the Members will be as provided under the Act, the Articles of Organization and this Agreement.

3.Name. The name of the Company is 5100 New Horizons Boulevard, LLC. All business of the Company will be conducted in such name or such other names that comply with applicable law as the Members may select from time to time.

4.Purpose: Powers.

(a)The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

(b)The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purposes of the Company set forth in Section 4(a).

5.Term. The term of the Company commenced on February 15, 2007, the date the Organizer filed the Articles of Organization in the office of the Secretary of State of the State of New York in accordance with the Act and will continue thereafter in perpetuity.

6.Management. Management of the Company will be vested in the Members. Except as otherwise provided in this Agreement or the Act, all actions and decisions affecting the affairs of the Company will be made by the affirmative vote of Members holding at least a majority of the Membership Interests.

7.Membership Liability. No Member will be liable under a judgment, decree or order of a court, or in any other manner for the debts or any other obligations or liabilities of the Company.

8.Indemnification. The Company will indemnify and hold harmless each Member from and against all claims and demands to the maximum extent permitted under the Act.

9.Waiver. No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement will constitute a waiver of such right or remedy. No waiver by a Member of any such right or remedy under this Agreement will be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

10.Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement will be prohibited by or invalid under such law, it will be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it will be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

11.Binding. This Agreement will be binding upon and inure to the benefit of all Members, and each of their respective heirs, personal representatives, successors and assignees.

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12.Governing Law. This Agreement will be governed by, and interpreted and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws.

3

In Witness Whereof, the Member has executed and entered into this Agreement of the Company as of the day first set above set forth.

NBTY Manufacturing, LLC, Sole Member
By:	NBTY CAM Company, Managing Member
	By:	/s/ Harvey Kamil
		Name:	Harvey Kamil
		Title:	President

4

EXHIBIT A

Membership Interest

Member	Membership Interest %
NBTY Manufacturing, LLC	100	%

5

EX-3.23

Exhibit 3.23

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:44 AM 07/11/2003
FILED 11:27 AM 07/11/2003
SRV 030456285 – 3680568 FILE

CERTIFICATE OF INCORPORATION

OF

MET-RX NUTRITION, INC.

FIRST.  The name of the corporation is MET-Rx Nutrition, Inc.

SECOND.  The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801-  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of business to be conducted or promoted and the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.  The total number of shares of stock which the corporation shall have authority to issue is one thousand (1000) shares, all of which shall be Common Stock, $0.01 par value per share.

FIFTH.  The name and mailing address of the incorporator is as follows:

Guy E. Snyder, Esq.

Vedder, Price, Kaufman & Kammholz

222 N. LaSalle Street, Suite 2400

Chicago, Illinois 60601

SIXTH.  The number of directors of the corporation shall be fixed from time to time by the By-Laws of the corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

SEVENTH.  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

EIGHTH.  The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding. The corporation may indemnity, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liabilities and expenses reasonably incurred or paid by such person in connection with such

action, suit or proceeding. The words “liabilities” and “expenses” shall include, without limitation: liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, expenses, attorneys’ fees and costs. The indemnification and advancement of expenses provided by or granted pursuant to this Article EIGHTH shall not be deemed exclusive of any other rights to which any person indemnified or being advanced expenses may be entitled under any statute, By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such person.

The corporation may purchase and maintain insurance on behalf of any person referred to in the preceding paragraph against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article EIGHTH or otherwise.

For purposes of this Article EIGHTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

The provisions of this Article EIGHTH shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

NINTH.  The Corporation reserves the right to amend, after, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter

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prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH.  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation, and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ELEVENTH.  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

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The undersigned incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this Certificate this 10 day of July, 2003.

/s/ Guy E. Snyder

Guy E. Snyder

Sole Incorporator

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State of Delaware

Secretary of State

Division of Corporations

Delivered 06:36 PM 09/05/2003

FILED 06:29 PM 09/05/2003

SRV 030575892 – 3680568 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MET-RX NUTRITION, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

MET-RX NUTRITION, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

/s/ Maureen Cullen

Name: Maureen Cullen

Title: Vice President

EX-3.25

Exhibit 3.25

2544116

ARTICLES OF INCORPORATION

I.The name of this corporation is MET-Rx Substrate Technology, Inq.

II.The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.The name in the state of California of this corporations inital agent for service of process is CT Corporation System

IV.This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000.

/s/ Guy E. Snyder	FILED [ILLEGIBLE] in the office of the Secretary of State of the State of California
Guy E. Snyder, Incorporator	JUL 11 2003
	/s/ Kevin Shelley
	KEVIN SHELLEY, Secretary of State

EX-3.26

Exhibit 3.26

By-Laws

of

Met-Rx Substrate Technology, Inc.

ARTICLE I
Shareholders

SECTION 1.Annual Meeting.  The annual meeting of the shareholders of Met-Rx Substrate Technology, Inc. (the “Corporation”) shall be held on such date, at such time and at such place within or without the State of California as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings.  Except as otherwise provided in the Articles of Incorporation, a special meeting of shareholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of shareholders shall be held on such date, at such time and at such place within or without the State of California as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of shareholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the shareholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings.  Except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum.  At any meeting of shareholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Articles of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of shareholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Articles of Incorporation or by these By-Laws.

SECTION 5.Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present

in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the shareholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the shareholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting.  Except as otherwise provided by law or by the Articles of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of shareholders shall be by ballot.  Except as otherwise provided by law or by the Articles of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the shareholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

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SECTION 9.Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Articles of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 10.Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be shareholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors.  The shareholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Articles of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may

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be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of California or outside the State of California as the Board from time to time shall determine.

SECTION 4.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or (ii) adopting, amending or repealing these By-Laws.

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SECTION 9.Conference Telephone Meetings.  Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Articles of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the

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examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may

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indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareholders.

SECTION 4.Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize

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the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the California General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends.  Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Articles of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Articles of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of California.  Except as otherwise required by the laws of the State of California, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of California at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.27

Exhibit 3.27

FILED # C16726-03

	DEAN HELLER
	Secretary of State
	202 North Carson Street	Articles of
	Carson City, Nevada 89701-4281	Incorporation	JUL 14 2003
	(775) 684 5708	(PURSUANT TO NRS 78)	[ILLEGIBLE]

Important: Read Attached Instructions before completion.							[ILLEGIBLE]
1.     Name of Corporation:	Met-Rx USA, Inc.
2.     Resident Agent Name and Street Address: (must be a Nevada address where process may be served)
	Name
	The Corporation Trust Company			City					Zip
	Physical			[ILLEGIBLE]			NEVADA		89511
	Street Address 6100 Neil Road			City			STATE		Zip
	ADDTIONAL MAILING ADDRESS
3.     Shares: (No of shares corporation authorized to issue)	Number of shares with par value:		Par value:		Number of shares without par value:
	2,500,000		$.01		n/a
4.     Name, Address, Number of Board of Directors/Trustees:	The First Board of Directors Trustees shall consist of						[ILLEGIBLE]
	1.   Name
	Street Address			City			State		Zip
	2.   Name	[ILLEGIBLE]
	Street Address			City			State		Zip
	[ILLEGIBLE]			[ILLEGIBLE]			FL		[ILLEGIBLE]
	3.   Name	[ILLEGIBLE]
	Street Address			City			State		Zip
	[ILLEGIBLE]			[ILLEGIBLE]			FL		[ILLEGIBLE]
	4.   Name
	Street Address			CITY			State		Zip
5.     Purpose: (optional-see instructions)	The purpose of this Corporation shall be: [ILLEGIBLE]
6.     Other Matters: [ILLEGIBLE]	Number of additional pages:
7.     Names, Address and Signature of Incorporator. [ILLEGIBLE]	Gay E. Snyder, Esq.			/s/ [ILLEGIBLE]
				Signature
	NAME
	STREET ADDRESS			City		State			Zip
	[ILLEGIBLE]			[ILLEGIBLE]		IL			60681
				/s/ [ILLEGIBLE]
	NAME			Signature
	STREET ADDRESS			City		State			Zip
8.     Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation.
	Jeffrey R. Graves Assistant Secretary
	/s/ [ILLEGIBLE]
	Authorized Signature of R.A. or On Behalf of R.A. Company							Date		7/10/03

This form must be accompanied by appropriate fees. See attached fee schedule.

EX-3.28

Exhibit 3.28

By-Laws

of

Met-Rx USA, Inc.

ARTICLE I
Shareholders

SECTION 1.                           Annual Meeting.  The annual meeting of the shareholders of Met-Rx USA, Inc. (the “Corporation”) shall be held on such date, at such time and at such place within or without the State of Nevada as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                           Special Meetings.  Except as otherwise provided in the Articles of Incorporation, a special meeting of shareholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of shareholders shall be held on such date, at such time and at such place within or without the State of Nevada as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of shareholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the shareholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                           Notice of Meetings.  Except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                           Quorum.  At any meeting of shareholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Articles of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of shareholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Articles of Incorporation or by these By-Laws.

SECTION 5.                           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.

At the adjourned meeting the shareholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the shareholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                           Voting.  Except as otherwise provided by law or by the Articles of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of shareholders shall be by ballot.  Except as otherwise provided by law or by the Articles of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the shareholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.                           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.                           Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Articles of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of

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shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 10.                         Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.                           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be shareholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                           Removal, Vacancies and Additional Directors.  The shareholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Articles of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any

3

Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Nevada or outside the State of Nevada as the Board from time to time shall determine.

SECTION 4.                           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.                           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.                           Conference Telephone Meetings.  Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the

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Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.                           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Articles of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.                           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have

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such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.                           Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is

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or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                           Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                           Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareholders.

SECTION 4.                           Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.                           Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Nevada General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                           Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                           Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                           No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.                           Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates

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may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                           Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                           Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                           Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                           Dividends.  Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Articles of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.                           Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                           Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                           Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                           Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                           Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                           Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Articles of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                           Offices Outside of Nevada.  Except as otherwise required by the laws of the State of Nevada, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Nevada at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.32

Exhibit 3.32

By-Laws

of

Nature’s Bounty, Inc.

ARTICLE I
Shareholders

SECTION 1.                           Annual Meeting.  The annual meeting of the shareholders of Nature’s Bounty, Inc. (the “Corporation”) shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                           Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of shareholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of shareholders shall be held on such date, at such time and at such place within or without the State of New York as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of shareholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the shareholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                           Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                           Quorum.  At any meeting of shareholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of shareholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

SECTION 5.                           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present

in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the shareholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the shareholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                           Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of shareholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the shareholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.                           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

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SECTION 9.                           Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 10.                         Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.                           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be shareholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                           Removal, Vacancies and Additional Directors.  The shareholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized

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number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of New York or outside the State of New York as the Board from time to time shall determine.

SECTION 4.                           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.                           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or (ii) adopting, amending or repealing these By-Laws.

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SECTION 9.                           Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.                           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.                           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the

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examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.                           Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may

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indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                           Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                           Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareholders.

SECTION 4.                           Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize

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the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.                           Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                           Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                           Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                           No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.                           Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                           Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                           Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                           Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                           Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.                           Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                           Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                           Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                           Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                           Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                           Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                           Offices Outside of New York.  Except as otherwise required by the laws of the State of New York, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of New York at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.37

Exhibit 3.37

ARTICLES OF ORGANIZATION

OF

WFM NATURESMART, LLC

The undersigned, a natural person eighteen years of age or older, intending to organize a limited liability company pursuant to §§ 7-80-203, Colorado Revised Statutes (C.R.S.), delivers these Articles of Organization to the Colorado Secretary of State for filing, and states as follows:

1.The name of the limited liability company is: WFM NatureSmart, LLC

2.The principal place of business of the limited liability company is 1500 Fast 128th Avenue, Thomton, CO 80241.

3.The name, and the business address, of the registered agent for service of process on the limited liability company are Capital Corporate Services, Inc.: 3500 East 17th Avenue, Denver, Colorado 80206.

4.The management of the limited liability company is vested in the members

The name and business address of the initial member is: Whole Foods Group Market Inc., a Delaware corporation, at 601 N. Lamar, Suite 300, Austin, Texas, 78703.

5.The address to which the Secretary of State may send a copy of this document upon completion of filing (or to which the Secretary of State may return this document if filing is refused) is Hallett & Perrin, P.C. 717 North Harwood, Suite 1400, Dallas, Texas 75201

Organizer:	/s/ Gordon T. Foote II	Signer’s Name printed:	/s/ Gordon T. Foote II
	Gordon T. Foote II

	FILED
	DONETTA DAVIDSON
[ILLEGIBLE] - articles of organization [ILLEGIBLE]	COLORADO SECRETARY OF STATE
18374 - 1
	20001251585 C
	$ 100.00
	SECRETARY OF STATE
	12-22-2000 14:43:12

CHANGE OF NAME
Please include a typed self-addressed envelope MUST BE TYPED FILING FEE: $25.00 MUST SUBMIT TWO COPIES Mail to: Secretary of State Corporations Section 1680 Broadway, [ILLEGIBLE] 200 Denver, CO [ILLEGIBLE] (303) [ILLEGIBLE] Fax: (303) 894-2242 For office use only            032 FILED DONETTA DAVIDSON COLORADO SECRETARY OF STATE 20011097621        C $       75.00 SECRETARY OF STATE 05-14-2001          15:16:39

DLLC 20001251585

AMENDMENT TO THE ARTICLES OF ORGANIZATION

FOR A COLORADO LIMITED LIABILITY COMPANY

Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:

WFM NatureSmart, LLC

Extract name of limited liability company

1500 West 128th Avenue

Principal Address

[ILLEGIBLE]	Colorado	[ILLEGIBLE]
City	State	Zip

CIRCLE ALL THAT APPLY:

A.There is a change in the name of the limited liability company to:

NatureSmart, LLC

B.There is a change in the dissolution date of the limited liability company to:

C.There is a false or erroneous statement of the members desire to change any other statement in the Articles of Organization. Describe below:

D.All of the members have selected to accept the 1994 amendments to the Limited Liability Company Act.

Whole Foods Market Group, Inc.
Signature	/s/ [ILLEGIBLE]
	Manager

Revised 7/98

REPORT FOR REINSTATEMENT	FIELD
OF A SUSPENDED LIMITED LIABILITY COMPANY	DONETTA DAVIDSON
Form 495   Revised October 1, 2002	COLORADO SECRETARY OF STATE
Filing fee: $150.00
Deliver to: Colorado Secretary of State	20031320275    C
Business Division, 1560 Broadway, Suite 200	$ 200.00
Denver, CO 80202-5169	SECRETARY OF STATE
This document must be typed or machine printed	10-09-2003         14:51:52
Copies of filed documents may be obtained at www.sos.state.co.us	ABOVE SPACE FOR OFFICE USE ONLY

NLC 20001251585

Pursuant to § 7-80-305 and part 3 of article 90 of title 7, Colorado Revised Statutes (C.R.S.), this report for reinstatement is delivered to the Colorado Secretary of State for filing.

1.The name of the limited liability company at the time of suspension:

 Naturesmart, LLC

2.This entity was formed under the jurisdiction of Colorado.

3.The effective date of administrative suspension: 5-1-03

4.The name of the registered agent: Corporation Service Company

The street address of the registered agent: 1560 Broadway, Denver, CO 80202

If mail is undeliverable at this address, include PO Box address

5.The address of the entity’s principal office: 10701 Melody Drive, North Glenn, CO 80241

6.The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused are:  Harvey Kamil, NBTY, Inc., 90 Orville Drive, Bohemia, NY 11716

Causing a document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed or the act and deed of the entity on whose behalf the individual is causing the document to be delivered for filing and that the facts stated in the document are true.

[ILLEGIBLE]

Document processing fee		Colorado Secretary of State Date and Time: 03/19/2007 11:35 AM Id Number: 20001251585
If document is filed on paper If document is filed electronically	$150.00 $ 50.00	Document number: 20071138459
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Reinstatement

filed pursuant to §7-90-301, et seq. and §7-90-1003 of the Colorado Revised Statutes (C.R.S.)

ID Number	20001251585
1. Domestic entity name of the entity	NATURESMART, LLC

2. Following reinstatement the domestic entity name of the domestic entity shall comply with section 7-90-1004.

3. Registered agent
(if an individual)	(Last)	(First)	(Middle)	(Suffix)
OR
(if an entity)	CORPORATION SERVICE COMPANY

4. The person appointed as registered agent in the document has consented to being so appointed.

5. Registered agent street address	1560 Broadway Ste 2090
	(Street name and number)
	Denver	CO		80202
	(City)	(State)		(Postal/Zip Code)
6. Registered agent mailing address     (if different from above)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province–If applicable)	(Country–if not US)
7. Principal office street address	90 ORVILLE DR
	(Street name and number)
	BOHEMIA	NY	11716
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province–if applicable)	(Country–if not US)

Rev. 11/16/2005

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8. Principal office mailing address	90 Orville Drive
(if different from above)	(Street name and number or Post Office Box Information)
	Bohemia	NY	11716
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
9. Date of formation of the entity	12/22/2000
	(mm/dd/yyyy)
10. Date of dissolution	03/01/2007
(if known)	(mm/dd/yyyy)
11. If the entity’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
OR
If the entity’s period of duration as amended is perpetual, mark this box x.
12. (Optional) Delayed effective date
	(mm/dd/yyyy)
13. Colorado statute under which the entity existed immediately prior to dissolution	CRS 7-80-203.

14. All applicable conditions of CRS §7-90-1002 have been satisfied.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

15. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing	Stirber	Madeline
	(Last)	(First)		(Middle)		(suffix)
	90 Orville Drive
	(Street name and number or Post Office Box information)
	Bohemia		NY		11716
	(City)		(State)		(Postal/Zip Code)
			United States
	(Province–If applicable)		(Country–if not US)

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(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

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EX-3.38

Exhibit 3.38

Amended and Restated Operating Agreement

of

NatureSmart, LLC

A Colorado Limited Liability Company

This Amended and Restated Operating Agreement of NatureSmart, LLC, dated as of September 30, 2010 (this “Agreement”), is executed and adopted by NBTY, Inc., a Delaware corporation, and the sole member (the “Sole Member”) of NatureSmart, LLC, a Colorado limited liability company (this “Company”).  Capitalized terms used and not otherwise defined have the meanings ascribed to them in Section 1.

Recitals

A.The Company was organized as a limited liability company under the Colorado Limited Liability Company Act (the “Colorado Act”) by filing Articles of Organization (the “Articles”) in the office of the Secretary of State of the Sate of Colorado (the “Secretary of State”) on December 22, 2000, under the name “WFM NATURESMART, LLC.”

B.The Company changed its name to NatureSmart, LLC by filing an Amendment to the Articles of Organization with the Secretary of State on May 14, 2001.

C.Whole Foods Market, Group, Inc., a Delaware corporation, transferred to the Sole Member all the membership interests in and to the Company under the terms of a Purchase Agreement, dated as of May 10, 2001.

D.The Sole Member desires to adopt this Amended and Restated Agreement to provide for the regulation and management of the Company.

Agreement

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member hereby adopts the following.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings:

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

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“Members” means all Persons admitted as Members under this Agreement

“Membership Interest” means the ownership interest of the Company, including any rights, powers, benefits, duties or obligations conferred on the Members under the Colorado Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Colorado Act.

3.Term.  The Company will continue until dissolved and terminated in accordance with Section 12.

4.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Colorado will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Members or a Manager appointed by the Members.

5.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Articles, the Company will possess and may exercise all the powers and privileges granted to it by the Colorado Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Articles.

6.Limited Liability.  Except as otherwise provided by the Colorado Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

7.Initial Capital Contribution.  The initial member has made the initial Capital Contribution of $1,000 in exchange for its Membership Interest.  The Sole Member holds a 100% Membership Interest in the Company.

8.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

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9.Management of the Company by the Members.

(a)Member Managers.  The business, property and affairs of the Company will be managed exclusively by the Members, who will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.

(b)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

10.Officers.

(a)Qualification; Compensation.  Each officer of the Company will be a natural person.  An officer need not be a Member.  The salaries or other compensation of the officers of the Company will be fixed from time to time by the Sole Member.

(b)Authority.  All officers of the Company will have such powers and authority, subject to the direction and control of the Sole Member, and shall perform such duties in connection with the management of the business and affairs of the Company as are provided in this Agreement, or as may be determined from time to time by resolution of the Sole Member.  In addition, except as otherwise expressly provided herein, each officer will have such powers and authority as would be incident to his or her office if he or she serves as a comparable officer of a Colorado corporation.

(c)Designation and Election.  The officers of the Company will consist of on or more Managers, a President, one or more Vice Presidents, a Treasurer, a Secretary, one or more Assistant Secretaries, and such other officers and the Sole Member may designate from time to time.  The same person may hold any two or more offices.  The appointment of certain persons to hold offices of this Company as of February 26, 2010 are hereby ratified.

(d)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(e)Delegation of Authority.  In the case of any absence of any officer of the Company or for any other reason that the Sole member may deem sufficient, the Sole Member may delegate some or all the powers or duties of such officer to any other officer for whatever period of time the Sole Member deems appropriate.

(f)Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers all its Membership Interest pursuant to this Section 10(f), the transferee will be admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

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11.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest), unless the business of the Company is continued in a manner permitted by the Colorado Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution.

12.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Members or by any such other Person on behalf of the Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

13.Amendment.  This Agreement may be amended at any time, and from time to time, by the written consent of the Members.

14.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

15.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

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In Witness Whereof, the Sole Member has caused this Agreement to be executed as of September 30, 2010.

NBTY, INC.
By:	/s/ Hans Lindgren
Name:	Hans Lindgren
Title:	Senior Vice President

5

EX-3.39

Exhibit 3.39

Certificate of Formation

of

Limited Liability Company

of

NBTY Acquisition, LLC

FIRST:The name of the limited liability company is NBTY Acquisition, LLC.

SECOND.The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.   The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Albanese Rare Coins, LLC this 14th day of May, 2008.

By:	/s/ Madeline Stirber
	Authorized Person(s)
	Madeline Stirber

EX-3.40

Exhibit 3.40

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY ACQUISITION, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Acquisition, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State.  The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement.  Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Acquisition, LLC.

3.Formation.  The Company was formed on May 15, 2008, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution.  The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member.  The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion.  The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers.  The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member. Scott Rudolph shall serve as the initial Chief Executive Officer, Harvey Kamil shall serve as the initial President and Treasurer, Irene Fisher shall serve as the initial Vice President and Hans Lindgren shall serve as the initial Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  The Sole Member may assign its Membership Interest in whole or in part.  If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member.  The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of May 15, 2008.

NBTY, INC.,
a Delaware corporation
By:	/s/ Irene Fisher
	Name:	Irene Fisher
	Title:	General Counsel

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

May 15, 2008

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, NY 11779	$	100

8

EX-3.52

Exhibit 3.52

Amended and Restated Limited Liability Company Agreement

of

NBTY Flight Services, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of NBTY Flight Services, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.NBTY caused the Company to be formed October 15, 2003.

B.NBTY holds 100% of the membership interests in the Company on the date hereof, and has held that interest since October 15, 2003.

C.NBTY amended the Company’s limited liability company agreement, dated October 15, 2003 (the “Original Agreement”), by resolution dated February 7, 2005, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Flight Services, LLC.

3.Formation.  The Company was formed on October 15, 2003 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.

11.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.Management of the Company by the Managers.

(a)Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

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Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.Officers.

(a)Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

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admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY, Inc.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

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Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	CESSNA 560 SERIAL # 560-0634 REG N90NB

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EX-3.53

Exhibit 3.53

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

·      First: The name of this Corporation is NBTY Global, Inc.

·Second: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400 Street, in the City of Wilmington County of New Castle Zip Code 19808. The registered agent in charge thereof is Corporation Service Company

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

·Fourth: The amount of the total stock of this corporation is authorized to issue is One Hundred (100) shares (number of authorized shares) with a par value of One Dollar ($1.00) per share.

·      Fifth: The name and mailing address of the incorporator are as follows:

Name  Irene B. Fisher, Esq.
Mailing	Address	90 Orville Drive
		Bohemia, New York	Zip Code  11716

·I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 3rd day of April, A.D. 2006

	By:	/s/ Irene B. Fisher
		(Incorporator)
NAME:		/s/ Irene B. Fisher, Esq.
		(type or print)

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:04 PM 04/05/2006

FILED 01:59 PM 04/05/2006

SRV 060321269 – 4137600 FILE

EX-3.54

Exhibit 3.54

BY-LAWS

OF

NBTY Global, Inc.

ARTICLE I

Stockholders

SECTION 1.               Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.               Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.               Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.               Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.               Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.               Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.               Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.               Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.               Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

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to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.             Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

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no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.               Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.               Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting

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at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.               Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.               Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.               Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.               Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.               Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.               Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The

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Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.               Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.             Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

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consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.               Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.               Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.               Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.               Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers

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and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.               Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.               Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.               Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.               Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.               Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.               Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall

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determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.               Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.               Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1

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(unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.               Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.               Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these

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provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.               Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in

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the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.               Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.               No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.               Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed

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by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.               Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon

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the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.               Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.               Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.               Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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SECTION 6.               Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.               Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.               Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.               Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.               Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.               Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.               Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.55

Exhibit 3.55

CERTIFICATE OF INCORPORATION

OF

NBTY GLOBAL DISTRIBUTION, INC.

FIRST:	The name of this corporation shall be: NBTY Global Distribution, Inc.
SECOND:	Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD:	The purpose or purposes of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH:	The total number of shares of stock which this corporation is authorized to issue is one hundred (100) shares, each with a par value of one dollar ($1.00).
FIFTH:	The name and address of the incorporator is as follows:
		Madeline Stirber
		2100 Smithtown Avenue
		Ronkonkoma, New York 11779
SIXTH:	The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
SEVENTH:	No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 14th day of March, A.D. 2008.

/s/ Madeline Stirber

Madeline Stirber

Sole Incorporator

EX-3.56

Exhibit 3.56

BY-LAWS

OF

BTY GLOBAL DISTRIBUTION, INC.

ARTICLE I

Stockholders

SECTION 1.                           Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                           Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                           Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                           Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.                           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                           Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.                           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.                           Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.                         Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.                           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                           Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.                           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.                           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.                           Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.                           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.                           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.                           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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SECTION 10.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.                           Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and

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(2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                           Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                           Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless

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a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.                           Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.                           Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                           Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                           Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                           No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.                           Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                           Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                           Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                           Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                           Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.                           Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                           Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                           Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                           Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                           Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                           Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                           Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.57

Exhibit 3.57

Certificate of Formation

of

Limited Liability Company

of

NBTY Lendco, LLC

FIRST:The name of the limited liability company is NBTY Lendco, LLC.

SECOND.The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Albanese Rare Coins, LLC this 14th day of May, 2008.

By:	/s/ Madeline Stirber
	Authorized Person(s)
	Madeline Stirber

EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY LENDCO, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Lendco, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State.  The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement.  Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Lendoc, LLC.

3.Formation.  The Company was formed on May 15, 2008, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution.  The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member.  The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion.  The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers.  The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member. Scott Rudolph shall serve as the initial Chief Executive Officer, Harvey Kamil shall serve as the initial President and Treasurer, Irene Fisher shall serve as the initial Vice President and Hans Lindgren shall serve as the initial Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  The Sole Member may assign its Membership Interest in whole or in part.  If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member.  The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of May 15, 2008.

NBTY, INC.,
a Delaware corporation
By:	/s/ Irene B. Fisher
	Name:	Irene B. Fisher
	Title:	General Counsel

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

May 15, 2008

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, NY 11779	$	100

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EX-3.60

Exhibit 3.60

Amended and Restated Limited Liability Company Agreement

of

NBTY Manufacturing, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY CAM Company (“CAM”), and NBTY CAH Company (“CAH”), both Delaware corporations and other members, from time to time, of NBTY Manufacturing, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.NBTY, Inc., a Delaware corporation (“NBTY”), caused the Company to be formed May 10, 2001, and subsequently transferred 1% of the outstanding Membership Interest to CAM and 99% of the outstanding Membership Interest to CAH on May 28, 2003.

B.CAH and CAM, together, hold 100% of the membership interests in the Company on the date hereof, and have held that interest since May 28, 2003.

C.CAH and CAM amended the Company’s limited liability company agreement, dated May 28, 2003 (the “Original Agreement”), by resolution dated February 7, 2005, to provide for management by managers, rather than by managing members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Manufacturing, LLC.

3.Formation; Conveyance.  The Company was formed on May 10, 2001, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.  The Company was conveyed to the Members on May 28, 2003.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.  Together, the Members have a 100% Membership Interest in the Company.

11.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.Management of the Company by the Managers.

(a)Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

4

Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.Officers.

(a)Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

5

admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Members have caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY CAH Company
By:	/s/ Joseph Looney
	Joseph Looney
	President and Treasurer
NBTY CAM Company
By:	/s/ Joseph Looney
	Joseph Looney
	President and Treasurer

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Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution		Member’s Membership  Interest
NBTY CAM Company	2100 Smithtown Avenue Ronkonkoma, NY 11779	$	1.00	1	%
NBTY CAH Company	2100 Smithtown Avenue Ronkonkoma, NY 11779	$	99.00	99	%

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EX-3.62

Exhibit 3.62

Amended and Restated Limited Liability Company Agreement

of

NBTY PAH, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of NBTY PAH, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.NBTY caused the Company to be formed August 3, 2004.

B.NBTY holds 100% of the membership interests in the Company on the date hereof, and has held that interest since August 3, 2004.

C.NBTY amended the Company’s limited liability company agreement, dated August 3, 2004 (the “Original Agreement”), by resolution dated August 4, 2004, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

1

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY PAH, LLC.

3.Formation; Conveyance.  The Company was formed on August 3, 2004 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.

11.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.Management of the Company by the Managers.

(a)Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

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Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.Officers.

(a)Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

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admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY, Inc.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

7

Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	$	1,000

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EX-3.66

Exhibit 3.66

Amended and Restated Limited Liability Company Agreement

of

NBTY Ukraine 1, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of NBTY Ukraine 1, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.            NBTY caused the Company to be formed February 28, 2005.

B.            NBTY holds 100% of the membership interests in the Company on the date hereof, and has held that interest since February 28, 2005.

C.            NBTY amended the Company’s limited liability company agreement, dated February 28, 2005 (the “Original Agreement”), by resolution dated February 10, 2006, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.            NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.             Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.             Name.  The name of the Company is NBTY Ukraine 1, LLC.

3.             Formation; Conveyance.  The Company was formed on February 28, 2005, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.             Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.             Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.             Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.             Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.             Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.             Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.           Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.

11.           Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.           Management of the Company by the Managers.

(a)                           Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)                           Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)            to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)           to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)          to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)          to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)           to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)          to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)         to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)        to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)           to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)            to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)           to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)          to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)                           Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

4

Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)                           Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)                           Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.           Officers.

(a)                           Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)                           Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)                           Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.           Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

5

admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.           Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)                           Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)                           Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)                           Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.           Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.           Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.           Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.           No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.           Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY, Inc.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

7

Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	$	100

8

EX-3.68

Exhibit 3.68

Amended and Restated Limited Liability Company Agreement

of

NBTY Ukraine 2, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of NBTY Ukraine 2, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.            NBTY caused the Company to be formed February 28, 2005.

B.            NBTY holds 100% of the membership interests in the Company on the date hereof, and has held that interest since February 28, 2005.

C.            NBTY amended the Company’s limited liability company agreement, dated February 28, 2005 (the “Original Agreement”), by resolution dated February 10, 2006, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.            NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.             Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.             Name.  The name of the Company is NBTY Ukraine 2, LLC.

3.             Formation; Conveyance.  The Company was formed on February 28, 2005, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.             Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.             Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.             Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.             Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.             Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.             Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.           Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.

11.           Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.           Management of the Company by the Managers.

(a)                           Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)                           Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)            to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)           to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)          to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)          to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)           to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)          to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)         to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)        to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)           to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)            to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)           to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)          to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)                           Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

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Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)                           Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)                           Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.           Officers.

(a)                           Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)                           Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)                           Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.           Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

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admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.           Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)                           Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)                           Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)                           Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.           Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.           Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.           Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.           No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.           Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY, Inc.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

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Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	$	100

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EX-3.75

Exhibit 3.75

CERTIFICATE OF INCORPORATION

of

PURITAN’S PRIDE, INC.

Under Section 402 of the Business Corporation Law

The undersigned, acting as the incorporator, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, does hereby certify:

FIRST:           The name of the corporation is:

PURITAN’S PRIDE, INC.

SECOND:      The purposes for which this corporation is formed are as follows; to with

(A)                  To acquire by purchase, subscription, underwriting, or otherwise, and to own, hold for investment, or otherwise, and to use, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal property of every sort and description and wheresoever located, including shares of stocks, bonds, debentures, notes, scrip, securities, evidences of indebtedness, contracts or obligations of any corporation, firm, association, or individual, whether domestic or foreign or of the United States or any state, territory or dependency thereof, or of any foreign, country, or of any municipality or local authority within or without the United States, and to issue in exchange therefor, stocks, bonds, or other securities or evidences of indebtedness of this corporation, and while the owner or holder of any property, to receive, collect and dispose of the interest dividends and income on or from such property, and to possess and exercise in respect thereof all of the rights, powers, and privileges of ownership, including all voting powers thereon.

(B)                  To construct, build, purchase, lease, or otherwise acquire, equip, hold, own, improve, develop, manage, maintain, control, operate, lease, mortgage, create liens upon, sell, convey, or otherwise

1

dispose of and turn to account, any and all plants, machinery, works, implements and things of property, real and personal, of every kind and description, incidental to, connected with, or suitable, necessary or convenient for any of the purposes enumerated herein, including all or any part of the properties, assets, business and good will of any persons, firms, associations or corporations.

(C)                  The powers, rights and privileges provided in this certificate of incorporation are not to be deemed to be in limitation of similar, other, or additional powers, rights and privileges granted or permitted to a corporation by the Business Corporation Law, It being intended that this corporation shall have the right to engage in such similar activities as like corporations may lawfully engage in under the Business Corporation Law of the State of New York, as now in effect, or, as hereafter promulgated.

(D)                  To engage in the manufacture, sale and distribution of vitamin and supplement products.

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THIRD:         The principal office of the corporation is to be located in Plainview Town of Oyster Bay County of Nassau, State of New York.

FOURTH:     The aggregate number of shares which the corporation shall be deemed authorized to issue is 200 shares no par value. No holder of these securities shall be entitled to pre-emptive rights.

FIFTH:          The Secretary of State is designated as agent of the Corporation, upon when process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation so served upon him is :

WALLMAN, KRAMER, PALEY, ROEMER & DUBAN, ESOS.

275 Madison Avenue

New York, N.Y.    10016

SIXTH:          The duration of the corporation is to be perpetual.

IN WITNESS, WHEREOF, this certificate is subscribed this 12th day of January, 1973, by the undersigned, who affirms that the statements made herein are true under the penalties of perjury.

/s/ Michael C. Duban

MICHAEL C. DUBAN

(Incorporator)

275 Madison Avenue,

New York, N.Y.    10016

(212) 889-4970

3

CERTIFICATE OF INCORPORATION

of

PURITAN’S PRIDE, INC.

Under Section 402 of the Business Corporation Law

		FILER:	Wallman, Kramer, Paley, Roemer & Duban
		ADDRESS:	275 Madison Avenue,
			New York, N.Y.    10016
			(212) 889-4970
STATE OF NEW YORK				INFO 6
DEPARTMENT OF STATE
FILED :	JAN 18, 1973

	[ILLEGIBLE]
	Secretary of State
By:	/s/ [ILLEGIBLE]
	[ILLEGIBLE]

4

CERTIFICATE OF CHANGE

OF THE

CERTIFICATE OF INCORPORATION

OF

PURITAN’S PRIDE, INC.

Under Section 805-A of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1)           The name of the corporation is:

PURITAN’S PRIDE, INC.

(2)           The certificate of incorporation was filed by the Department of State on the 18th day of January, 1973.

(3)           The certificate of incorporation is hereby changed to effect the following change(s):

To change the service of process address in the fifth paragraph.  The fifth paragraph shall read as follows:

FIFTH:  The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State Shall mail a copy of any process against the corporation served upon him is Harvey Kamil, 90 Orville Drive, Bohemia, NY 11716.

(4)           The above change to the certificate of incorporation was authorized by vote of the board of directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, this certificate has been subscribed by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

DATED:	August 2, 1995
/s/ Scott Rudolph		/s/ Harvey Kamil
Scott Rudolph		Harvey Kamil
President		Secretary

1

CERTIFICATE OF CHANGE

OF THE

CERTIFICATE OF INCORPORATION

OF

PURITAN’S PRIDE, INC.

Under Section 805-A of the Business Corporation Law

	STATE OF NEW YORK
	DEPARTMENT OF STATE
	FILED:
	TAX:
	BY:
FILER:
MICHAEL DUBAN
81 MAIN STREET, SUITE 205
WHITE PLAINS, NY 10601

950803000473

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CSC 45 DRAW DOWN	New York State	030730000532
	Department of State
	Division of Corporations, State Records
	and Uniform Commercial Code
	41 State Street
	Albany, NY 12231

CERTIFICATE OF CHANGE

OF

PURITAN’S PRIDE, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is:

PURITAN’S PRIDE, INC.

If the name of the corporation has been changed, the name under which it was formed is:

SECOND: The certificate of incorporation was filed by the Department of State on: January 18, 1973.

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

oThe county location, within this state, in which the office of the corporation is located, is changed to:

x The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to: c/o Corporation Service company.

80 State Street Albany, NY 12207-2543

x The Corporation hereby: [check one]

x Designates, Corporation Service Company

80 State Street Albany, NY 12207-2543

as its registered agent upon whom process against the corporation may be served.

o Changes the designation of its registered agent to:

o Changes the address of its registered agent to:

o Revokes the authority of its registered agent.

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FOURTH: The change was authorized by the board of directors.

/s/ Anne Martin	Anne Martin, Vice President
(signature)	(Name and Capacity of Signer)

CERTIFICATE OF CHANGE
OF

PURITAN’S PRIDE, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

	STATE OF NEW YORK DEPARTMENT OF STATE JUL 30 2003
Filer’s Name NBTY INC.	FILED
	TAXS
Address 90 Orville Drive	BY:	/s/ [ILLEGIBLE]
City, State and Zip Code Bohemia, NY 11716-2510
[ILLEGIBLE]

Note: This form was prepared by the New York State Department of State. You are not required to use this form. You may shift your own [ILLEGIBLE] forms available at legal [ILLEGIBLE]. The Department of State [ILLEGIBLE] that all documents be prepared under the guidance of an [ILLEGIBLE].

For Office Use Only

2

EX-3.76

Exhibit 3.76

By-Laws

of

Puritan’s Pride, Inc.

ARTICLE I
Shareholders

SECTION 1.                   Annual Meeting.  The annual meeting of the shareholders of Puritan’s Pride, Inc. (the “Corporation”) shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                   Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of shareholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of shareholders shall be held on such date, at such time and at such place within or without the State of New York as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of shareholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the shareholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                   Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                   Quorum.  At any meeting of shareholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of shareholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

SECTION 5.                   Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present

in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the shareholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                   Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the shareholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                   Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of shareholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the shareholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.                   Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

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SECTION 9.                   Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 10.                 Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.                   Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be shareholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                   Removal, Vacancies and Additional Directors.  The shareholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized

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number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                   Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of New York or outside the State of New York as the Board from time to time shall determine.

SECTION 4.                   Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.                   Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                   Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                   Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                   Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or (ii) adopting, amending or repealing these By-Laws.

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SECTION 9.                   Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                 Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.                   Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.                   Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                   Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                   Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the

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examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                   Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                   Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                   Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                   Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                   Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.                   Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may

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indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                   Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                   Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareholders.

SECTION 4.                   Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize

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the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.                   Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                   Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                   Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                   No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.                   Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                   Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                   Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                   Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                   Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.                   Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                   Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                   Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                   Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                   Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                   Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                   Offices Outside of New York.  Except as otherwise required by the laws of the State of New York, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of New York at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.77

Exhibit 3.77

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be:  Puritan’s Pride of Japan, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is:  One Hundred (100), each with a par value of One Dollar ($1.00).

FIFTH:  The name and address of the incorporator is as follows:

Irene B. Fisher, Esq.

90 Orville Drive

Bohemia, New York 11716

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 11th day of August, A.D. 2006

/s/ Irene B. Fisher

Irene B. Fisher, Esq.

Incorporator

EX-3.78

Exhibit 3.78

BY-LAWS

OF

PURITAN’S PRIDE OF JAPAN, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such

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other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be

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signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next

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preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting

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separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by

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mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

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SECTION 8.Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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SECTION 10.Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

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Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of

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which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem

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advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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SECTION 10.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably

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incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as

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to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent

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such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

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SECTION 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

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ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

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SECTION 2.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares

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of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.79

Exhibit 3.79

Certificate of Incorporation

of

Puritan’s Pride Retail Stores, Inc.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 18 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST:  The name of the corporation is Puritan’s Pride Retail Stores, Inc.

SECOND:  The corporation is formed to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.

THIRD:  The office of the corporation is to be located in the County of Suffolk, State of New York.

FOURTH:  The aggregate number of shares which the corporation shall have authority to issue is one thousand, all of which are of a par value of $1.00 dollar each, and all of which are of the same class.

FIFTH:  The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served.  The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon it is: c/o 2100 Smithtown Avenue, Ronkonkoma, New York 11779 Attention: General Counsel.

SIXTH:  The duration of the corporation shall be perpetual.

SEVENTH:  The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any By-Law, resolution of shareholders, resolution of directors,

agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he served at the request of the corporation.

EIGHTH:  The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law, as the same may be amended and supplemented.

NINTH:  Whenever under the provisions of the Business Corporation Law shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the provisions of Section 615 of the Business Corporation Law.

Signed on April 10, 2008

/s/ Madeline Stirber
	Madeline Stirber
	Sole Incorporator
	2100 Smithtown Avenue
	Ronkonkoma, NY 11779

CERTIFICATE OF INCORPORATION

OF

PURITAN’S PRIDE RETAIL STORES, INC.

Under Section 402 of the Business Corporation Law.

Filed By:

Madeline Stirber

Sole Incorporator

2100 Smithtown Avenue

Ronkonkoma, NY 11779

EX-3.80

Exhibit 3.80

BY-LAWS

of

PURITAN’S PRIDE RETAIL STORES, INC.

ARTICLE I

Shareholders

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings.  Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors.  At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting.  Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without

the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice.  Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called.  Notice of any meeting of shareholders may be written or electronic.  If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms.  If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.  If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned

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meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum.  At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization.  The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of

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the meeting.  In the absence of the President and all Vice Presidents, the holders of a majority of the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting.  Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation.  A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof.  If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.  When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy.  Every proxy must be executed by the shareholder or his or her authorized agent.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors.  The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof.  If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors.  In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability.  The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.  Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting.  Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.  This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.Determination of Shareholders of Record for Certain Purposes.  For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action.  If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted.  For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice.  Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice.  Waiver of notice may be written or electronic.  The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him.  The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office.  The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies).  Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law.  Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors.  Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose.  Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

8

vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting.  Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings.  Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held.  No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

9

telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed.  The notice of a meting need not specify the purpose of the meeting.  Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum.  Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization.  The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting.  If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees.  The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends.  Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors.  A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.                             Consent of Directors or Committee in Lieu of Meeting.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action.  The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.                             Conference Telephone Meetings.  Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.                               Titles and Appointment.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III.  All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board.  The officers may, but need not, be Directors.  The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause.  The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.                               Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.                               Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.                               Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders;  shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary.  The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.                               Powers and Duties of the Treasurer.  The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.                               Additional Officers.  The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.                               Voting upon Shares, etc.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.                               Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.                               Nature of Indemnity.  Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)           The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)           The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)           The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)           For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.                               Successful Defense.  A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Section 3.Determination that Indemnification is Proper.  Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)          by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)           by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense.  Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.                               Survival; Preservation of Other Rights.  The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.                               Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.                               Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.                               No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.                               Certificates for Shares.  Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed.  The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees.  No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.                               Transfer of Shares.  Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.                               Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors.  Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.                               Regulations.  The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.                               Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.                               Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.                               Contracts.  Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.                               Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.                               Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors.  By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.84

Exhibit 3.84

BY-LAWS

OF

REXALL SUNDOWN, INC.

ARTICLE I

OFFICES OF REGISTERED AGENT

Section 1.1Registered Office and Agent.  The Corporation shall have and maintain a registered office in Florida and a registered agent having a business office identical with such registered office.

Section 1.2Other Offices.  The Corporation may also have such other office or offices in Florida or elsewhere as the Board of Directors may determine or as the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 2.1Annual Meeting.  An annual meeting of the shareholders shall be held on the first Monday in July in each year beginning with the year 2004, at the hour of 10:00 a.m., or in the event the annual meeting is not held on such date and at such time, then on the date and at the time designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the directors shall not be elected at the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held as soon thereafter as may be convenient.

Section 2.2Special Meetings.  Special meetings of the shareholders may be called at any time by the President, and shall be called by the President and shall be called by the President or Secretary at the request of (a) a majority of the Board of Directors or (b) the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.3Place of Meeting.  Meetings of shareholders, whether annual or special, shall be held at such time and place as may be determined by the Board of Directors and designated in the call and notice or waiver of notice of such meeting; provided, that a waiver of notice signed by all shareholders may designate any time or place as the time and place for the holding of such meeting. If no designation is made, the place of meeting shall be at the Corporation’s principal place of business.

Section 2.4Notice of Meeting.  Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is

called, shall be given not less than ten nor more than sixty days before the date of the meeting, or, in the case of a merger, consolidation or sale, lease or exchange of all or substantially all of the Corporation’s property and assets, at least twenty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation.

Section 2.5Fixing Record Date for Determination of Shareholders.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than sixty days prior to the date of a meeting of shareholders, the date of payment of a dividend or the date on which other action requiring determination of shareholders is to be taken, as the case may be. In addition, the record date for a meeting of shareholders shall not be less than ten days, or in the case of a merger, consolidation or sale, lease or exchange of all or substantially all of the Corporation’s property and assets, not less than twenty days immediately preceding such meeting. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.6List of Shareholders Entitled to Vote.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list of the shareholders, the corporate books, or to vote at any meeting of the shareholders.

Section 2.7Quorum and Manner of Acting.  Unless otherwise provided by the Articles of Incorporation or these By-laws, a majority of the outstanding shares of the Corporation, entitled to vote on a matter, present in person or represented by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders; provided, that if less than a majority of the outstanding shares entitled to vote on a matter are present in person or represented by proxy at said meeting, a majority of the shares so present in person or represented by proxy may adjourn the meeting from time to time without further notice other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of

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the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Florida Business Corporation Act, the Articles of Incorporation or these By-laws.

Section 2.8Voting Shares and Proxies.  Each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as otherwise provided in the Articles of Incorporation. Each shareholder entitled to vote shall be entitled to vote in person, or may authorize another person or persons to act for him by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.9Inspectors.  At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon the list of shareholders produced at the meeting in accordance with Section 2.6 hereof and upon their determination of the validity and effect of proxies, and they shall count all votes, report the results and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each such report shall be in writing and signed by at least a majority of the inspectors, the report of a majority being the report of the inspectors, and such reports shall be prima facie evidence of the number of shares represented at the meeting and the result of a vote of the shareholders.

Section 2.10Voting of Shares by Certain Holders.  Shares of its own stock belonging to the Corporation, unless held by it in a fiduciary capacity, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon.

Section 2.11Action by Written Consent.  Unless otherwise provided in the Articles of incorporation, any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

Section 2.12Cumulative Voting.  If the Articles of Incorporation so provides, at all elections of directors of the Corporation, or at elections held under specified circumstances, each

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holder of stock shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

ARTICLE III

DIRECTORS

Section 3.1General Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors, except as may be otherwise provided by statute or the Articles of Incorporation.

Section 3.2Number, Tenure and Qualifications.  The number of directors shall be. The number may be increased or decreased from time to time by amendment of this Section, except as otherwise provided for in the Articles of incorporation. Each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be shareholders or residents of Florida.

Section 3.3Regular Meetings.  A regular meeting of the Board of Directors shall be held, without other notice than this Section, immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without Florida, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4Special Meetings.  Special meetings of the Board of Directors may be called at any time by the President or any two directors. The person or persons who call a special meeting of the Board of Directors may designate any place, either within or without Florida, as the place for holding such special meeting. In the absence of such a designation the place of meeting shall be the Corporation’s principal place of business.

Section 3.5Notice of Special Meetings.  Notice stating the place, date and hour of a special meeting shall be mailed not less than five days before the date of the meeting, or shall be sent by telegram or be delivered personally or by telephone not less than two days before the date of the meeting, to each director, by or at the direction of the person or persons calling the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.6Quorum and Manner of Acting.  A majority of the number of directors as fixed in Section 3.2 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a

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meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise provided in the General Corporation Law of the State of Florida, the Articles of Incorporation or these By-laws.

Section 3.7Informal Action by Directors.  Any action which is required by law or by these By-laws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote of all of the directors or all of the members of such committee, as the case may be, at a duly called meeting thereof, and shall be filed with the minutes of proceedings of the Board or committee.

Section 3.8Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these By-laws, members of the Board of Directors or of any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence at such meeting.

Section 3.9Resignations.  Any director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.10Vacancies.

(a)Vacancies and newly-created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier resignation or removal.

(b)Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Articles of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, and the directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified or until their earlier resignation or removal.

Section 3.11Removal.  Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, provided, however, that

(a)If the Board is classified and unless otherwise provided in the Articles of Incorporation, the shareholders may affect such removal only for cause; or

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(b)if the Corporation has cumulative voting, and less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Section 3.12Interested Directors.

(a)No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted tor such purpose, if:

(1)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3)The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

(b)Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

COMMITTEES

Section 4.1Appointment and Powers.  The Board of directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation which, to the extent provided in said

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resolution or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that any such committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the shareholders a dissolution of the Corporation or a revocation thereof, or amending the By-laws; and, unless the resolution, By-laws or Articles of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 607.1101 of the Florida Business Corporation Act.

Section 4.2Absence or Disqualification of Committee Member.  In the absence or disqualification of any member of such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 4.3Record of Proceedings.  The committees shall keep regular minutes of their proceedings and when required by the Board of the Directors shall report the same to the Board of Directors.

ARTICLE V

OFFICERS

Section 5.1Number and Titles.  The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer and a Secretary. There shall be such other officers and assistant officers as the Board of Directors may from time to time deem necessary. Any two or more offices may be held by the same person.

Section 5.2Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall be elected to hold office until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Election of an officer shall not of itself create contract rights.

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Section 5.3Removal.  Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.4Resignation.  Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5Duties.  In addition to and to the extent not inconsistent with the provisions in these By-laws, the officers shall have such authority, be subject to such restrictions and perform such duties in the management of the business, property and affairs of the Corporation as may be determined from time to time by the Board of Directors.

Section 5.6President.  The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, he shall in general supervise the business and affairs of the Corporation and he shall see that resolutions and directions of the Board of Directors are carried into effect except when that responsibility is specifically assigned to some other person by the Board of Directors. Unless there is a Chairman of the Board who is present and who has the duty to preside, the President shall preside at all meetings of the shareholders and, if a director, at all meetings of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws or where otherwise required by law, the President may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed or the execution of which is in the ordinary course of the Corporation’s business, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors or these By-laws. In general, he shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board of Directors.

Section 5.7Vice Presidents.  In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the-Vice President designated Executive Vice President by the Board of Directors and thereafter, or in the absence of such designation, the Vice Presidents in the order otherwise designated by the Board of Directors, or in the absence of such designation, in the order of their election) shall perform the duties of the President, and when so acting, shall have all the authority of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws or where otherwise required by law, the Vice President (or each of them if there are more than one) may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto

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authorized by the Board of Directors or these By-laws. The Vice Presidents shall perform such other duties as from time to time may be prescribed by the President or the Board of Directors.

Section 5.8Treasurer.  The Treasurer shall be the principal financial and accounting officer of the Corporation, and shall (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (b) keep or cause to be kept correct and complete books and records of account including a record of all receipts and disbursements; (c) deposit all funds and securities of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; (d) from time to time prepare cause to be prepared and render financial statements of the Corporation at the request of the President or the Board of Directors; and (e) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 5.9Secretary.  The Secretary shall (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all stock certificates prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is necessary or appropriate; (d) keep or cause to be kept a register of the name and address of each shareholder, which shall be furnished to the Corporation by each such shareholder, and the number and class of shares held by each shareholder; (e) have general charge of the stock transfer books; and (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the President or the Board of Directors.

Section 5.10Assistant Treasurers and Assistant Secretaries.  In the absence of the Treasurer or Secretary or in the event of the inability or refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the Assistant Secretary (or in the event there is more than one of either, in the order designated by the Board of Directors or in the absence of such designation, in the order of their election) shall perform the duties of the Treasurer and Secretary, respectively, and when so acting, shall have all the authority of and be subject to all the restrictions upon such office. The Assistant Treasurers and Assistant Secretaries shall also perform such duties as from time to time may be prescribed by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, an Assistant Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 5.11Salaries.  The salaries and additional compensation, if any, of the officers shall be determined from time to time by the Board of Directors; provided, that if such officers are also directors such determination shall be made by a majority of the directors then in office.

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ARTICLE VI

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 6.1Stock Certificates.  The issued shares of the Corporation shall be represented by certificates, and no class or series of shares of the Corporation shall be uncertificated shares. Stock certificates shall be in such form as determined by the Board of Directors and shall be signed by, or in the name of the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any of or all the signatures on the certificates may be a facsimile. All certificates of stock shall bear the seal of the Corporation, which seal may be a facsimile, engraved or printed.

Section 6.2Transfer of Shares.  The shares of the Corporation shall be transferable. The Corporation shall have a duty to register any such transfer (a) provided there is presented to the Corporation or its transfer agents (i) the stock certificate endorsed by the appropriate person or persons; and (ii) reasonable assurance that such endorsement is genuine and effective; and, (b) provided that (i) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (ii) any applicable law relating to the collection of taxes has been complied with; and (iii) the transfer is in fact rightful or is to a bona fide purchaser. Upon registration of such transfer upon the stock transfer books of the Corporation the certificates representing the shares transferred shall be cancelled and the new record holder, upon request, shall be entitled to a new certificate or certificates. The terms and conditions described in the foregoing provisions of this Section shall be construed in accordance with the provisions of the Florida Uniform Commercial Code, except as otherwise provided by the Florida Business Corporation Act. No new certificate shall be issued until the former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, wrongfully taken or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors or the President may prescribe consistent with applicable law.

ARTICLE VII

DIVIDENDS

Section 7.1Dividends.  Subject to the provisions of the Florida Business Corporation Act and the Articles of Incorporation, the Board of Directors may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock.

ARTICLE VIII

FISCAL YEAR

Section 8.1Fiscal Year.  The fiscal year of the Corporation shall be fixed by the Board of Directors.

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ARTICLE IX

SEAL

Section 9.1Seal.  The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Florida.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE X

WAIVER OF NOTICE

Section 10.1Waiver of Notice.  Whenever any notice is required to be given under these By-laws, the Articles of Incorporation or the Florida Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1Contracts.  The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and the President may so authorize any officer or agent with respect to contracts or instruments in the usual and regular course of its business. Such authority may be general or confined to specific instances.

Section 11.2Loans.  No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 11.3Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, or notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent as shall from time to time be authorized by the Board of Directors.

Section 11.4Deposits.  The Board of Directors may select banks, trust companies or other depositaries for the funds of the Corporation.

Section 11.5Stock in Other Corporations.  Shares of any other corporation which may from time to time be held by the Corporation may be represented and voted by the President, or by any proxy appointed in writing by the President, or by any other person or persons thereunto authorized by the Board of Directors, at any meeting of shareholders of such corporation or by executing written consents with respect to such shares where shareholder action may be taken by written consent. Shares represented by certificates standing in the name of the Corporation may be endorsed for sale or transfer in the name of the Corporation by the President or by any other officer thereunto authorized by the Board of Directors. Shares belonging to the Corporation

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need not stand in the name of the Corporation, but may be held for the benefit of the Corporation in the name of any nominee designated for such purpose by the Board of Directors.

ARTICLE XII

AMENDMENT

Section 12.1Procedure.  These By-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors.

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EXHIBIT A

AMENDMENT

TO

BY-LAWS

OF

REXALL SUNDOWN, INC.

(A Florida corporation)

THIS AMENDMENT (the “Amendment”), dated October 1, 2010 is made by the Board of Directors (the “Board”) of Rexall Sundown, Inc. (the “Company”).

WHEREAS, the Board entered into the By-Laws governing the operations of the Company and the relationship between the Company, its Shareholders, and the Board, and

WHEREAS, pursuant to the Florida Business Corporation Act, the Board desires to amend Section 3.2, Number, Tenure, and Qualifications, of the By-Laws.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

THE FIRST SENTENCE OF SECTION 3.2 IS HEREBY DELETED IN ITS ENTIRETY AND THE FOLLOWING IS INSERTED:

The number of directors shall be two (2).

EX-3.85

Exhibit 3.85

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:45’ AM 07/11/2003

FILED 11:29 AM 07/11/2003

SRV 030456301 – 3680570 FILE

CERTIFICATE OF INCORPORATION

OF

RICHARDSON LABS, INC.

FIRST.  The name of the corporation is Richardson Labs, Inc.

SECOND.  The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of business to be conducted or promoted and the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.  The total number of shares of stock which the corporation shall have authority to issue is three thousand (3,000) shares, all of which shall be Common Stock, $0.01 par value per share.

FIFTH.  The name and mailing address of the incorporator is as follows:

Guy E. Snyder, Esq.
Vedder, Price, Kaufman & Kammholz
222 N. LaSalle Street, Suite 2400
Chicago, Illinois 60601

SIXTH.  The number of directors of the corporation shall be fixed from time to time by the By-Laws of the corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

SEVENTH.  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

EIGHTH.  The corporation shall indemnity, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liabilities and expenses reasonably incurred or paid by such person in connection with such

action, suit or proceeding. The words “liabilities” and “expenses” shall include, without limitation: liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, expenses, attorneys’ fees and costs. The indemnification and advancement of expenses provided by or granted pursuant to this Article EIGHTH shall not be deemed exclusive of any other rights to which any person indemnified or being advanced expenses may be entitled under any statute, By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such person.

The corporation may purchase and maintain insurance on behalf of any person referred to in the preceding paragraph against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article EIGHTH or otherwise.

For purposes of this Article EIGHTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

The provisions of this Article EIGHTH shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

NINTH.  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter

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prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH.  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ELEVENTH.  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

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The undersigned incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this Certificate this 10 day of July, 2003.

/s/ Guy E. Snyder

Guy E. Snyder

Sole Incorporator

4

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:27 PM 09/05/2003

FILED 01:53 PM 09/05/2003

SRV 030574538 – 3680570 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

RICHARDSON LABS, INC.

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “corporation”) is:

RICHARDSON LABS, INC.

2.    The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.    The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

/s/ Maureen Cullen

Name: Maureen Cullen

Title: Vice President

EX-3.87

Exhibit 3.87

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be:  Solgar, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is: One Thousand (1,000) shares of common stock, par value One Dollar ($1.00) each.

FIFTH:  The name and address of the incorporator is as follows:  Irene B. Fisher, Esq., 90 Orville Drive, Bohemia, New York 11716.

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the  liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 11th day of July, A.D. 2005.

/s/ Irene B. Fisher

Irene B. Fisher, Esq.

Incorporator

DE BC D-:CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/00-1 (DESHORT)

EX-3.88

Exhibit 3.88

BY-LAWS

OF

SOLGAR, INC.

ARTICLE I

Stockholders

SECTION 1.                           Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                           Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                           Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                           Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.                           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                           Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.                           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.                           Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

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to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.                         Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

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no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.                           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                           Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting

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at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.                           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.                           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The

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Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.                           Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

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consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.                           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.                           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers

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and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.                           Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall

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determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                           Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                           Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1

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(unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.                           Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.                           Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these

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provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                           Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in

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the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                           Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                           No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.                           Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed

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by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                           Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon

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the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                           Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                           Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                           Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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SECTION 6.                           Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                           Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                           Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                           Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                           Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                           Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                           Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.89

Exhibit 3.89

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be:  Solgar Holdings, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is: One Thousand (1,000) shares of common stock, par value One Dollar ($1.00) each.

FIFTH:  The name and address of the incorporator is as follows:  Irene B. Fisher, Esq., 90 Orville Drive, Bohemia, New York 11716.

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the  liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 11th day of July, A.D. 2005.

   /s/ Irene B. Fisher, Esq.

Irene B. Fisher, Esq.

Incorporator

DE BC D-:CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/00-1 (DESHORT)

EX-3.90

Exhibit 3.90

BY-LAWS

OF

SOLGAR HOLDINGS, INC.

ARTICLE I

Stockholders

SECTION 1.                           Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                           Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                           Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                           Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.                           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                           Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.                           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.                           Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

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to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.                         Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

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no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.                           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                           Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting

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at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.                           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.                           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The

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Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.                           Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

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consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.                           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.                           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers

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and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall

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determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1

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(unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these

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provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in

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the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed

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by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon

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the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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SECTION 6.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.91

Exhibit 3.91

CERTIFICATE OF FORMATION

OF

LIMITED LIABILITY COMPANY

FIRST.     The name of the limited liability company is Solgar Mexico Holdings, LLC.

SECOND.     The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.  The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Solgar Mexico Holdings, LLC this 13th day of July, 2005.

BY:	/s/ Irene B. Fisher
	Authorized Person(s)
	Irene B. Fisher, Esq.

EX-3.92

Exhibit 3.92

Amended and Restated Limited Liability Company Agreement

of

Solgar Mexico Holdings, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by Solgar Holdings, Inc. (“Solgar”) and other members, from time to time,  of Solgar Mexico Holding, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.Solgar caused the Company to be formed July 13, 2005.

B.Solgar holds 100% of the membership interests in the Company on the date hereof, and has held that interest since July 13, 2005.

C.Solgar amended the Company’s limited liability company agreement, dated July 13, 2005 (the “Original Agreement”), by resolution dated February 10, 2006, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.Solgar wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is Solgar Mexico Holdings, LLC.

3.Formation; Conveyance.  The Company was formed on July 13, 2005, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, representing a 100% Membership Interest in the Company,.as reflected on Exhibit A.

11.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.Management of the Company by the Managers.

(a)Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

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Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.Officers.

(a)Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

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admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

20.Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

Solgar Holdings, Inc.
By:	/s Harvey Kamil
	Harvey Kamil
	President and Treasurer

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Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
Solgar Holdings, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	$	1,000

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EX-3.93

Exhibit 3.93

143684

ARTICLES OF INCORPORATION

OF

WILLOW CREEK ENTERPRISES, INC.

An Arizona Corporation

We, the undersigned persons, have this date associated ourselves for the purpose of forming a corporation under, and by virtue of, the Arizona Business Corporation Act and, for that purpose, do hereby adopt the following Articles of Incorporation.

ARTICLE I. NAME: The name of the corporation shall be WILLOW CREEK ENTERPRISES, INC.

ARTICLE II. PURPOSE: The purpose for which this corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Arizona Business Corporation Act, and the laws of the State of Arizona, as they may be amended from time to time.

ARTICLE III. CHARACTER OF BUSINESS: The corporation initially intends to invest in, manage, purchase, acquire, through the issuance of its capital stock or otherwise, operate, and generally deal in the businesses of manufacturing, compounding, preparing, selling and distributing pharmaceutical supplies, vitamins, vitamin supplements, home products, commodities, and related products, and acquire and develop real and personal property in connection therewith.

ARTICLE IV. AUTHORIZED CAPITAL: The corporation shall have authority to issue One Hundred Thousand (100,000) shares shares of non-assessable common stock with a par value of Ten Dollars ($10.00).

ARTICLE V. BOARD OF DIRECTORS: The initial Board of Directors shall be six (6) in number who shall serve as Directors until the first annual meeting of the shareholders or until their successors are duly elected and qualified.

These six (6) Directors are:

DR. EDWIN GOERTZ	ROXIE WEBB, INC.
705 Hillside	1030 Willow Creek Road
Prescott, Arizona 86301	Prescott, Arizona 86301
GERALD W. ELDERS	RAYMOND B. SIGAFOOS
38 Pinnacle Circle	843 Miller Valley Road
Prescott, Arizona 86301	Prescott, Arizona 86301
RICHARD G. MARKHAM	RAYMOND W. BROWN
945 Country Club Drive	1030 Willow Creek Road
Prescott, Arizona 86301	Prescott, Arizona 86301

ARTICLE VI. INCORPORATORS: The initial members of the Board of Directors are also the incorporators of the corporation.

ARTICLE VII. CONSIDERATION FOR SHARES: Shares having a par value may be issued in consideration of real or personal property, services or any other thing of value for the uses and purposes of the corporation, expressed in dollars, not less than the par value of the shares, as shall be fixed from time to time by the shareholders of the corporation. The judgment of the shareholders as to the value of property or

2

services rendered in exchange for the corporation’s stock shall be conclusive and the shares of the capital stock of the corporation, when issued, shall be deemed fully paid and non-assessable.

ARTICLE VIII. PRE-EMPTIVE RIGHTS: The holders from time to time of the common stock of the corporation shall have pre-emptive rights as to the common stock of the corporation then or thereafter authorized to be issued, including treasury stock. No resolution of the Board of Directors authorizing the issuance of stock to which pre-emptive rights shall attach may require such rights to be exercised within less than sixty (60) days.

ARTICLE IX. THE STATUTORY AGENT: The name and address of the initial statutory agent of the corporation is RAYMOND W. BROWN, 1030 Willow Creek Road, Prescott, Arizona 86301, upon whom service may be had.

ARTICLE X. KNOWN PLACE OF BUSINESS: The known place of business of the corporation shall be 421 Miller Valley Road, Prescott, Arizona 86301, or such other place or places as the Board of Directors may hereafter designate.

ARTICLE XI. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS: The corporation shall indemnify any person who incurs expenses by reason of the fact that he or she is or was an officer, director, employee or agent of the corporation. This indemnification shall be mandatory in all

3

circumstances in which indemnification is permitted by Law.

IN WITNESS WHEREOF, we, the undersigned incorporators, and initial Board of Directors of the corporation have executed these Articles of Incorporation this 14th day of December, 1981.

	ROXIE WEBB, INC.
/s/ Edwin Goertz	By:	/s/ Rockwell C. Webb
Dr. Edwin Goertz		Rockwell C. Webb, Vice-President
/s/ Gerald W. Elders	/s/ Raymond B. Sigafoos
Gerald W. Elders	Raymond B. Sigafoos
/s/ Richard G. Markham	/s/ Raymond W. Brown
Richard G. Markham	Raymond W. Brown

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

On this, the 14th day of December, 1981, before me, the undersigned officer, personally appeared DR. EDWIN GOERTZ, GERALD W. ELDERS, RICHARD G. MARKHAM, ROCKWELL C. WEBB, Vice-President of Roxie Webb, Inc., RAYMOND B. SIGAFOOS, and RAYMOND W. BROWN, known or satisfactorily proven to me to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
My Commission Expires Jan. 28, [ILLEGIBLE]

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[ILLEGIBLE] [ILLEGIBLE]

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

WILLOW CREEK ENTERPRISES, INC.

Pursuant to the provisions of Section 10-061, Arizona Revised Statutes, the undersigned corporation adopts the following Articles of Amendment to the Articles of Incorporation:

FIRST:	The name of the corporation is: WILLOW GREEK ENTERPRISES, INC.
SECOND:	The document attached hereto as Exhibit “A” sets forth the amendments to the Articles of Incorporation which were adopted by the shareholders of the corporation at their meeting on February 11, 1984, in the manner prescribed by law.
THIRD:	The number of shares of stock outstanding at the time of such adoption was 11,304 shares; and the number of shares entitled to vote on the amendment was 11,304 shares.
FOURTH:	The designation and number of outstanding shares of each class or series entitled to vote thereon, as a class or series, was as follows:

CLASS OR SERIES	NUMBER OF SHARES
Common	11,304

FIFTH: The number of shares of each class or series entitled to vote thereon as a class or series voted for or against such amendment, respectively was:

CLASS OR SERIES	NUMBER FOR	NUMBER AGAINST
Common	11,304	-0-

DATED: February 11, 1984.
	WILLOW CREEK ENTERPRISES, INC.
	By:	/s/ Gerald W. Elders
		Gerald W. Elders, Pres.

ATTEST:

/s/ Selmer D. Lutey

Selmer D. Lutey, Secretary

ACKNOWLEDGMENT

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me on this 11th day of February, 1984, by GERALD W. ELDERS, President, and SELMER D. LUTEY, Secretary, respectively, of WILLOW CREEK ENTERPRISES, INC. an Arizona Corporation, on behalf of the corporation.

/s/ [ILLEGIBLE]

Notary Public

My Commission Expires:

[ILLEGIBLE]

DATED: February 11, 1984.
	WILLOW CREEK ENTERPRISES, INC.
	By:	/s/ Gerald W. Elders
		Gerald W. Elders, Pres.

ATTEST:

/s/ Selmer D. Lutey

Selmer D. Lutey, Secretary

ACKNOWLEDGMENT

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me on this 11th day of February, 1984, by GERALD W. ELDERS, President, and SELMER D. LUTEY, Secretary, respectively, of WILLOW CREEK ENTERPRISES, INC. an Arizona Corporation, on behalf of the corporation.

/s/ [ILLEGIBLE]

Notary Public

My Commission Expires:

[ILLEGIBLE]

EXHIBIT “A”

AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

WILLOW CREEK ENTERPRISES, INC.

1.             Article I is amended to read as follows:

The name of the corporation is: OXYCAL LABORATORIES, INCORPORATED

2              Article V is amended to read as follows:

The corporation shall have authority to issue 100,000 shares of common stock at $10.00 per share.

I hereby certify that at a meeting of the Board of Directors of WILLOW CREEK ENTERPRISES, INC.            , a corporation organized under the laws of the State of Arizona, held on the 11th day of February, 1984, at which a quorum was present and acting throughout, the following resolution was duly adopted and is now in full force and effect:

“RESOLVED, that WILLOW CREEK ENTERPRISES,

INC.                       shall change its name to
OXYCAL LABORATORIES, INCORPORATED”.

OfficeRs:

/s/ Gerald W. Elders

Gerald W. Elders

/s/ Rockwell C. Webb

Rockwell C. Webb

/s/ Richard G. Markham

Richard G. Markham

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said Corporation this 24th day of August, 1984.

/s/ Selmer D. Lutey

Selmer D. Lutey

[ILLEGIBLE]

ARTICLES OF MERGER

OF

BURRO CREEK ENTERPRISES,  INC.

INTO

OXYCAL LABORATORIES, INCORPORATED

These Articles of Merger are delivered to the Arizona Corporation Commission for filing pursuant to Section 10-075 of the Arizona Revised Statutes by the undersigned corporations.

FIRST: The names, addresses and states of incorporation of the merging corporations are as follows:

Name and Address	State of Incorporation
Burro Creek Enterprises, Inc. 421 Miller Valley Road Prescott, Arizona 86301	Arizona
Oxycal Laboratories, Incorporated 421 Miller Valley Road Prescott, Arizona 86301	Arizona

SECOND: The Plan of Merger attached hereto as Exhibit “A” (the “Plan”) was approved by the Board of Directors of Oxycal Laboratories, Inc. (the “Surviving Corporation”), in the manner prescribed by §10-075(A) of the Arizona Revised Statutes.

THIRD: The Surviving Corporation, as the sole stockholder of Burro Creek Enterprises, Inc. (the “Subsidiary Corporation”), hereby waives any mailing of a copy of the Articles and Plan of Merger. The total number of issued and outstanding shares of common stock of the Subsidiary

Corporation is 15,833, 100% of which are held by the Surviving Corporation. There are no other classes of stock issued or authorized other than common stock.

IN WITNESS WHEREOF, the Subsidiary Corporation and the Surviving Corporation have caused these Articles of Merger to be executed by their respective duly authorized officers on this 1 day of September, 1987.

BURRO CREEK ENTERPRISES, INC., an Arizona corporation
By	/s/ [ILLEGIBLE]
	Its President
By	/s/ [ILLEGIBLE]
	Its Secretary
OXYCAL LABORATORIES, INC., an Arizona corporation
By	/s/ [ILLEGIBLE]
	Its President
By	/s/ [ILLEGIBLE]
	Its Secretary

2

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before we this lst day of Sept., 1987, by Rockwell c. Webb, the President of BURRO CREEK ENTERPRISES, INC., an Arizona corporation, for and on behalf of the Corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

MY COMMISSION EXPIRES FEBRUARY 25, [ILLEGIBLE]

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this lst day of Sept., 1987, by Raymond B. Sigafoos, the Secretary of BURRO CREEK ENTERPRISES, INC., an Arizona corporation, for and on behalf of the Corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

MY COMMISSION EXPIRES FEBRUARY 25, [ILLEGIBLE]

3

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this 1st day of Sept.,1987, by GERALD W. ELDERS, the President of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

MY COMMISSION EXPIRES FEBRUARY 25, [ILLEGIBLE]

STATE OF ARIZONA	)
	) ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this lst day of Sept., 1987, by RAYMOND B. SIGAFOOS, the Secretary of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

MY COMMISSION EXPIRES FEBRUARY 25, [ILLEGIBLE]

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EXHIBIT “A”

PLAN OF MERGER

OF

BURRO CREEK ENTERPRISES, INC.

and

OXYCAL LABORATORIES, INCORPORATED

BythisPlan of Merger,BURRO CREEK ENTERPRISES, an Arizona corporation (“BCE”), and OXYCAL LABORATORIES, INC. an Arizona corporation (“Oxycal”), state, confirm and agree as follows:

FIRST: BCE shall merge with and into Oxycal (the “Merger”).

SECOND: The separate identity, existence and corporate organization of BCE shall cease to exist except as otherwise provided by applicable law. Oxycal shall succeed to and possess all the properties, accounts, rights, privileges, powers, franchises and immunities of a public as well as a private nature, and be subject to all the debts, liabilities, obligations, restrictions, disabilities and duties, of BCE all without further, act, deed or other transfer.

THIRD: Each share of the presently issued and outstanding common stock of BCE, all of which are presently owned by Oxycal, shall, by virtue of the merger and without any action on the part of the holder thereof, be cancelled. No shares of common stock of the Surviving Corporation shall be issued in exchange therefor. There are no classes of capital stock, other than common stock of BCE corporation authorized, issued or outstanding.

FOURTH: The Articles of Incorporation, Bylaws, directors and officers of Oxycal shall be the Articles of Incorporation, Bylaws, directors and officers of Oxycal surviving the Merger.

FIFTH: The officers of each corporation shall be authorized to do all acts and things necessary and proper to effect the Merger.

SIXTH: The merger shall be effective upon the filing of the Articles of Merger with the Arizona Corporation Commission.

SEVENTH: This Plan of Merger may be terminated, amended, supplemented or modified in any manner and at any time prior to the effectiveness of the Merger by the Board of Directors of Oxycal in their sole discretion.

BURRO CREEK ENTERPRISES,  INC., an Arizona corporation		OXYCAL LABORATORIES,  INC., an Arizona corporation
By	/s/ [ILLEGIBLE]	By	/s/ [ILLEGIBLE]
	Its President		Its President
By	/s/ [ILLEGIBLE]	By	/s/ [ILLEGIBLE]
	Its Secretary		Its Secretary

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[ILLEGIBLE]

RESTATED

ARTICLES OF INCORPORATION

OF

OXYCAL LOBORATORIES, INC.

Pursuant to the provisions of section 10 [ILLEGIBLE] of the Arizonia Revised statutes, the undersigned Corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:

ARTICLE I

NAME

The name of the Corporation is OXYCAL LABORATORIES, INC.

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The Corporation initially intends to invest in manage, purchase, acquire, through the issuance of its capital stock or otherwise, operate, and generally deal in the business of manufacturing,

compounding, preparing, selling and distributing pharmaceutical supplies, vitamins, vitamin supplements, home products, commodities, and related products, and acquire and develop real and personal property in connection therewith.

ARTICLE IV

AUTHORIZED CAPTIAL

The Corporation shall have authority to issue 20 million (20,000,000) shares of no per value common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the state of Arizona, to create and issue rights and options entitling the holders thereof to purchase shares of stock of the Corporation.  The issuance of such rights and options, whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to the shareholders generally, need not be approved or ratified by the shareholders of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock.  The Corporation’s purchase of shares of its

2

Own stock may be made from, and to the extent of, the unreserved and unrestricted earned or capital surplus of the Corporation as provided under the laws of the State of Arizona.

ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders [ILLEGIBLE] and to the extent of the earned or capital surplus of the corporation[ILLEGIBLE] a portion of the Corporation’s assets in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s statutory agent is Gerald Elders, 421 Miller Valley Road, Prescott, Arizona 66301.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation’s known place of business is 421 Miller Valley Road, Prescott Arizons 66301 or such other place or places as the Board of Directors may hereinafter designate.

ARTICLE X

BOARD OF DIRECTORS AND OFFICERS

The Board of Directors shall consist of not less than these nor more than nine Directors and the names and address of the persons into shall serve as Directors until the next general meeting of shareholders, or until their successors are elected and qualify, are:

3

Name	Address
Rockwell C. Webb	128 South Mountain Vernon Street
	Prescott, Arizona 86303
Gerald W. Elders	38 Pinnacle Circle
	Prescott, Arizona 86301
Richard G. Markham	945 Country Club Drive Prescott, Arizona 86303
Raymond B. Sigafoos	1228 Willow Creek Road Prescott, Arizona 86301
Selmer D. Lutey	First Interstate Bank Building
	[ILLEGIBLE]
	Prescott, Arizona 86301
Robert G. Wilcox	Prescott Properties, Inc.
	1134 West [ILLEGIBLE]
	Prescott, Arizona 86301
Bill Fulkerson	200 Shadow Valley Ranch Road
	Prescott, Arizona 86301
Nancy J. Chandler	530 Hill Crest
	Prescott, Arizona 86303

The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be President, one or more Vice presidents, secretary and Treasurer, and such other officers as the Board of Directors may appoint.  The above-specified officers shall be elected annually by the Board of Directors and the names of current officers who shall serve in the following positions until their successors are elected and qualify are:

4

President:	Gerald W. Elders
Vice President:	Richard G. Markham
Vice President-Financial and Chief Financial Officer:	Rockwell C. Webb
Vice President-Operations:	Nancy J. Chandler
Secretary and Treasurer:	Raymond B. Sigafoos

ARTICLE XI

INDEMNIFICATION

The Corporation shall indentify any person against expenses, including without limitation, attorneys’ fess, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the State of Arizona as then in effect.

ARTICLE XII

INCORPORATORS

The Corporation’s Board of Directors shall also be the incorporators of the Corporation.

DATED: Dec. 14, 1987.
	OXYCAL LABORATORIES, INC., an Arizona corporation
	By	/s/ [ILLEGIBLE]
		Its President
	By	/s/ [ILLEGIBLE]
		Its Secretary

5

STATE OF ARIZONA	)
	)  ss.
Country of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day of December, 1987, by GERALD N. ELDERS, the President of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

	/s/ [ILLEGIBLE]
	Notary Public
My commission expires:
My commission Expires Sept. 3, [ILLEGIBLE]

STATE OF ARIZONA	)
	)  ss.
Country of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day of December, 1987, by RAYMOND B. SIGAFOOS, the Secretary of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

	/s/ [ILLEGIBLE]
	Notary Public
My commission expires:
My Commission Expires Sept. 3, [ILLEGIBLE]

6

ARTICLES OF AMENDMENT
to	[ILLEGIBLE]
ARTICLES OF INCORPORATION
of
OXYCAL LABORATORIES, INCORPORATED

Pursuant to Section 10-061, Arizona Revised statutes, the undersigned corporation adopts the following amendment to its Restated Articles of Incorporation, as restated February 18, 1987:

1.          The name of the corporation is OXYCAL LABORATORIES, INCORPORATED

2.          The attached Exhibit A sets forth the amendment so adopted.

3.          The amendment was adopted by the shareholders of the corporation on May 12, 1990, at a special meeting duly noticed and convened for that purpose.

4.          The total number of shares outstanding on May 12, 1990, and entitled to vote on adoption of the amendment, was 1,646,240.

5.          The number of shares voted for adoption of the amendment was 1,251,512. The number of shares voted against adoption of the amendment was 5,4 5.

6.          The amendment does not provide for an exchange, reclassification, or cancellation of issued shares.

7.          The amendment does not effect a change in the amount of stated capital.

DATED May 17th, 1990.

OXYCAL LABORATORIES, INCORPORATED
By:	/s/ Gerald W. Elders
	Gerald W. Elders, President

and
By:	/s/ Raymond B. Sigafoos
	Raymond B. Sigafoos, Secretary

ACKNOWLEDGMENT

STATE OF ARIZONA	)
	)  ss.
Country of Yavapai	)

The foregoing instrument was acknowledged before me this 17th day of May, 1990, by Gerald W. Elders, President, and Raymond B. Sigafoos, Secretary, respectively, of Oxycal Laboratories, Inc., an Arizona corporation, on behalf of the corporation.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
[ILLEGIBLE]

(EXHIBIT “A” TO ARTICLES OF AMENDMENT)

AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION

of

OXYCAL LABORATORIES [ILLEGIBLE]. INCORPORATED

1.            Present Article XII of the Restated Articles of incorporation, as restated February 18, 1987, is renumbered as Article XIII.

2.            The following new Article XII is inserted after Article XI:

ARTICLE XII

ELIMINATION OF DIRECTOR LIABILITY

No Director or former Director shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his or her fiduciary duty as a Director, except in the following circumstances and any others in which Arizona law may now or hereafter expressly prohibit such elimination of liability;

1.         Any breach of the Director’s duty of loyalty to the Corporation or its shareholders;

2.         Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law;

3.         Authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock;

4.         Any transaction from which the Director derived an improper personal benefit; and

5.         Any contract or other transaction between the corporation and the Director in violation of the requirements of A.R.S. section 10-041 or any successor statute.

DATED May 17, 1990.

OXYCAL LABORATORIES, INC.
By:	/s/ Gerald W. Elders
	Gerald W. Elders, President
and
By:	/s/ Raymond B. sigafoos
	Raymond B. Sigafoos, Secretary

ACKNOWLEDGMENT

STATE OF ARIZONA	)
	)  ss.
Country of Yavapai	)

The foregoing instrument was acknowledged before me this 17th day of May, 1990, by Gerald W. Elders, President, and Raymond B. Sigafoos, Secretary, respectively, of oxycal Laboratories, Inc., as Arizona corporation, on behalf of the corporation.

	/s/ [ILLEGIBLE]
	Notary Public
My commission Expires:
[ILLEGIBLE]

STATE OF ARIZONA

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INCORPORATED

Pursuant to Section 10-061, Arizona Revised Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST:The name of the corporation is Oxycal Laboratories, Incorporated.

SECOND:The document attached hereto as Exhibit A sets forth the amendment to the Articles of Incorporation of the corporation that was adopted by the shareholders of the corporation on November 11, 1995, in the manner prescribed by the Arizona Revised Statutes.

THIRD:The number of shares of the corporation outstanding at the time of such adoption was 1,825,807 and the number of shares entitled to vote thereon was 1,825,807.

FOURTH:The designation and number of outstanding shares of each class or series entitled to vote thereon as a class or series were as follows:

CLASS OR SERIES	NUMBER OF SHARES
Common	1,825,807

FIFTH:The number of shares of each class or series entitled to vote thereon as a class or series voted for or against such amendment, respectively, was as follows:

CLASS ORSERIES	NUMBER OF SHARES FOR	NUMBER OF SHARES AGAINST
Common	1,566,189	0

SIXTH:The amendments do not provide for an exchange, reclassification, or cancellation of issued shares.

SEVENTH:The amendments do not affect the amount of stated capital of the corporation.

DATED:November 14, 1995.

Oxycal Laboratories, Inc, an Arizona corporation
By	/s/ Gerald W. Elders
	Gerald W. Elders
	President
By	/s/ Michelle R. Michels
	Michelle Michels
	Secretary

2

EXHIBIT A

AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INC.

Article XII of the Company’s Articles of Incorporation is hereby amended in its entirely to read as follows:

ARTICLE XII

DIRECTOR LIABILITY

The liability of a Director or former Director to the Corporation or its shareholders shall be eliminated or limited to the fullest extent permitted by Section 10-054-A.9 of the Articles Revised Statutes (through December 31, 1995) and by Section 10-202.B.1 of the Articles Revised Statutes (from January 1, 1996).

If the Arizona General Corporation Law is amended after January 1, 1996 to authorize corporate action further eliminating or limiting the liability of Directors, the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Arizona General Corporation Law, as amended.

Any, repeal or modification of this Article XII shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or decisions occurring prior to of as the time of such repeal or modification.

The provisions of this Article XII shall not be deemed so limit or preclude indemnifications of a Director by the Corporation for any liability of a Director which has not been eliminated by the provisions of this Article XII.

3

RESTATED ARTICLES OF INCORPORATION
OF
OXYCAL LABORATORIES, INCORPORATED
Restated as of December 29, 1995	[ILLEGIBLE]

Pursuant to the provisions of Section 10 - 064 of the Arizona Revised Statutes, the undersigned corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:

ARTICLE I

NAME

The name of the corporation is OXYCAL LABORATORIES, INCORPORATED.

ARTICLE II

PURPOSE

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the came may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The Corporation initially intends to invest in, manage, purchase, acquire, through the issuance of its capital stock or otherwise, operate, and generally deal in the businesses of

manufacturing, compounding, preparing, selling and distributing pharmaceutical supplies, vitamins, vitamin supplements, home products, commodities, and related products, and acquire and develop real and personal property in connection therewith.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation shall have authority to issue 20 million (20,000,000) shares of no par value common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights and options entitling the holders thereof to purchase shares of stock of the Corporation.  The issuance of such rights and options whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to the shareholders generally, need not be approved or ratified by the shareholders of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock.  The Corporation’s purchase of shares of its own stock may be made from, and to the extent of the

2

unreserved and unrestricted earned or capital surplus of the corporation, as provided under the laws of the State of Arizona.

ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the earned or capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s statutory agent is David K. Wilhelmsen, Favour, Moore & Wilhelmsen, 1580 Plasa West Drive, P.O. Box 1391, Prescott, Arizona 86302.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation, known place of business is 533 Madison Avenue, Prescott, Arizona 86301. or such other place or places as the Board of Directors may hereinafter designate.

ARTICLE X

BOARD OF DIRECTORS AND OFFICERS

The Board of Directors shall consist of not less than three not more than nine Directors, and the names and address of the persons who shall serve as Directors from November 11, 1995 until the next annual meeting of shareholders, or until their successors are elected and qualify, are:

3

Name	Address
Nancy J. Chandler	530 Hillcrest Drive Prescott, Arizona 86303
Gerald W. Elders	38 Pinnacle Circle Prescott, Arizona 86301
William B. Fulkerson	200 Shadow Valley Ranch Road Prescott, Arizona 86301
Richard G. Markham	945 Country Club Drive Prescott, Arizona 86303
Raymond B. Sigafoos	1405 Carlock Drive Prescott, Arizona 86301
Rockwell C. Webb	1000 Ainsworth Drive, Suite 223 Prescott, Arizona 86301

The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be President one or more Vice Presidents, Secretary and Treasurer, and such other officers as the Board of Directors [ILLEGIBLE] appoint. The above specified officers shall be elected annually by the Board of Directors and the names of the officers who shall serve in the following positions from November 11, 1995 until their successors are elected and qualify are:

President:	Gerald W. Elders
Vice President/Treasurer:	Richard G. Markham
Vice President-Operations:	Nancy J. Chandler
Secretary:	Michelle R. Michels

4

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any person against expenses, including without limitation, attorneys fees, [ILLEGIBLE] and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation is a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the State of Arizona as then in effect.

ARTICLE XII

ELIMINATION OF DIRECTOR LIABILITY

The liability of a Director or former Director to the Corporation or its shareholders shall be eliminated or limited to the fullest extent permitted by Section 10-054.A.9 of the Arizona Revised Statutes (through December 31, 1995) and by Section 10-202.8.1 of the Arizona Revised Statutes (from January 1, 1996).

If the Arizona General Corporation Law is amended after January 1, 1996 to authorize corporate action further eliminating or limiting the liability of Directors, the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Arizona General Corporation Law as amended.

5

Any repeal or modification of this Article XII shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

The provision of this Article XII shall not be deemed to limit or preclude indemnification of a Director by the Corporation for any liability of a Director which has not been eliminated by the provisions of this Article XII.

ARTICLE XIII

INCORPORATORS

The Corporation’s Board of Directors shall also be the incorporators of the Corporation.

DATED: As of December 29, 1995.

OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation
By	/s/ [ILLEGIBLE]
	Its President
By	/s/ [ILLEGIBLE]
	Its Secretary

6

ARTICLES OF CORRECTION

OF

OXYCAL LABORATORIES, INCORPORATED

AZ. CORP. COMMISSION
FILED
JUL 02 1997
APPR.	[ILLEGIBLE]
TERM
DATE	10-3
	0143684.0

FIRST: These articles of correction, pursuant to A.R.S §10-124, correct the following document: Restated Articles of Incorporation of Oxycal Laboratories, Inc. A copy of the document to be corrected is attached as Exhibit A.

SECOND: The document attached as Exhibit A was delivered to the Arizona Corporation Commission for filing on December 30, 1987.

THIRD: The document contained the following incorrect statements:

(a) The heading of the document incorrectly states “RESTATED ARTICLES OF INCORPORATION OF OXYCAL LABORATORIES, INC.”

The heading is hereby corrected to read “AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OXYCAL LABORATORIES, INCORPORATED.”

(b) The introduction incorrectly states that “Pursuant to the provisions of Section 10-064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorpration as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:”

The introduction is hereby corrected to read as follows: “Pursuant to the provisions of Sections 10-059, 10-061 and 10-064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Amended and Restated Articles of Incorporation and represents that these Amended and Restated Articles of Incorporation correctly set forth with

amendments the provisions of the Articles of Incorporation as heretofore amended and that the Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:”

(c) Article I incorrectly lists the name of the Corporation as OXYCAL LABORATORIES, INC. Article I is corrected to read in its entirety as follows: “The name of the Corporation is OXYCAL LABORATORIES, INCORPORATED.”

(d) The document fails to state that the Amended and Restated Articles of Incorporation were approved by the shareholders of the Corporation. The omission is hereby corrected as follows: “A majority of the issued and outstanding common shares attended the annual shareholders meeting held October 21, 1987 and all of the shares present at the meeting voted in favor of the Amended and Restated Articles of Incorporation. There were no other classes or series of shares of the Corporation issued and outstanding.

(e) The document fails to state that the Amended and Restated Articles of Incorporation effected a change in the amount of the stated capital of the Corporation. The omission is hereby corrected as follows: “Prior to the adoption of the Amended and Restated Articles of Incorporation the stated capital of the Corporation was based upon the number of shares issued and outstanding multiplied by $10.00, the par value of each share. Upon the filing of the Amended and Restated Articles of Incorporation, the stated capital of the Corporation became $237,033.50.”

EXHIBIT “A”
RESTATED
ARTICLES OF INCORPORATION
OF
OXYCAL LABORATORIES, INC.	[ILLEGIBLE]

Pursuant to the provisions of Section 10-064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:

ARTICLE I

NAME

The name of the Corporation is OXYCAL LABORATORIES, INC.

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The Corporation initially intends to invest in, manage, purchase, acquire, through the issuance of its capital stock or otherwise, operate, and generally deal in the businesses of manufacturing,

compounding, preparing, selling and distributing pharmaceutical supplies, vitamins, vitamin supplements, home products, commodities, and related products, and acquire and develop real and personal property in connection therewith.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation shall have authority to issue 20 million (20,000,000) shares of no par value common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights and options entitling the holders thereof to purchase shares of stock of the Corporation.  The issuance of such rights and options, whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to the shareholders generally, need not be approved or ratified by the shareholders of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock.  The Corporation’s purchase of shares of its

2

own stock may be made from, and to the extent of, the unreserved and unrestricted earned or capital surplus of the Corporation, as provided under the laws of the State of Arizona.

ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the earned or capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s statutory agent is Gerald Elders, 421 Miller Valley Road, Prescott, Arizona 86301.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation’s known place of business is 421 Miller Valley Road, Prescott, Arizona 86301, or such other place or places as the Board of Directors may hereinafter designate.

ARTICLE X

BOARD OF DIRECTORS AND OFFICERS

The Board of Directors shall consist of not less than three nor more than nine Directors, and the names and address of the persons who shall serve as Directors until the next annual meeting of shareholders, or until their successors are elected and qualify, are:

3

Name	Address
Rockwell C. Webb	128 South Mountain Vernon Street
	Prescott, Arizona 86303
Gerald W. Elders	38 Pinnacle Circle
	Prescott, Arizona 86301
Richard S. Merkhan	945 Country Club Drive
	Prescott, Arizona 86303
Raymond B. Sigafoos	1228 willow Creek Road
	Prescott, Arizona 86301
Selmer B. Lutey	First Interstate Bank Building
	#203
	Prescott, Arizona 86301
Robert G. Wilcox	Prescott Properties, Inc.
	1134 West Haining
	Prescott, Arizona 86301
Bill Fulkerson	200 Shadow Valley Ranch Road
	Prescott, Arizona 86301
Nancy J. Chandler	530 11111 Crest
	Prescott, Arizona 86303

The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be President, one or more Vice Presidents, Secretary and Treasurer, and such other officers as the Board of Directors may appoint.  The above-specified officers shall be elected annually by the Board of Directors and the names of current officers who shall serve in the following positions until their successors are elected and qualify are:

4

President:	Gerald W. Elders
Vice President:	Richard G. Markham
Vice President-Financial and Chief Financial Officer:	Rockwell C. Webb
Vice President-Operations:	Nancy J. Chandler
Secretary and Treasurer:	Raymond B. Sigafoos

ARTICLE XI

INDEMNIFICATION

The Corporation shall indentify any person against expenses, including without limitation, attorneys’ fees, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the State of Arizona as then in effect.

ARTICLE XII

INCORPORATORS

The Corporation’s Board of Directors shall also be the incorporators of the Corporation.

DATED: Dec. 14, 1987.

OXYCAL LABARATORIES, INC., an Arizona corporation
By	/s/ [ILLEGIBLE]
	Its President
By	/s/ [ILLEGIBLE]
	Its Secretary

5

STATE OF ARIZONA	)
	)	ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day ofDecember, 1987, by GERALD W. ELDERS, the President of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

	/s/ [ILLEGIBLE]
	Notary Public.
My commission expires:
My Commission Expires Sept 3, 1991

STATE OF ARIZONA	)
	)	ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day ofDecember, 1987, by RAYMOND B. SIGAFOOS, the Secretary of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

	/s/ [ILLEGIBLE]
	Notary Public.
My commission expires:
[ILLEGIBLE]

6

DATED this 18 day of June, 1997.

OXYCAL LABORATORIES, INCORPORATED. an Arizona corporation
By	/s/ [ILLEGIBLE]
Its:	President

STATE OF ARIZONA
ACC/FAX
DATE FILED
JUL 02 1997
DATE	APPR	7-2-97
TEAM
By	/s/ [ILLEGIBLE]
	0143684-0

ARTICLES OF CORRECTION

OF

OXYCAL LABORATORIES, INCORPORATED

FIRST: These articles of correction correct the following document: Articles of Amendment to Articles of Incorporation. A copy of the document to be corrected is attached as Exhibit A.

SECOND: The document attached as Exhibit A was delivered to the Arizona Corporation Commission for filing on November 23, 1984:

THIRD: The document contained the following incorrect statements:

Item 2. of Exhibit “A” incorrectly states that “Article V is amended to read as follows:

“The corporation shall have authority to issue 100,000 shares of common stock at 510.00 per share.”

Item 2 is hereby corrected to read as follows: “Article IV is amended to read as follows:

“The corporation shall have authority to issue 100,000 shares of common stock at 510.00 per share.”

DATED this 18 day of June, 1997

OXYCAL LABORATORIES, INCORPORATED. an Arizona corporation
By	/s/ [ILLEGIBLE]
Its:	President

EXHIBIT “A”

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

I hereby certify that at a section of the Board of Directors of [ILLEGIBLE]

ARTICLES OF CORRECTION

OF

OXYCAL LABORATORIES, INCORPORATED

FIRST:  These articles of correction, pursuant to A.R.S. §10-124, correct the following document Restated Articles of Incorporation of Oxycal Laboratories, Inc. A copy of the document to be corrected is attached as Exhibit A.

SECOND:  The document attached as Exhibit A was delivered to the Arizona Corporation Commission for filing on December 30, 1987.

THIRD:  The document contained the following incorrect statements:

(a)The heading of the document incorrectly states “RESTATED ARTICLES OF INCORPORATION OF OXYCAL LABORATORIES, INC.”

The heading is hereby corrected to read “AMENDED AND RESTATED ARTICLES OF INC0RPORATION OF OXYCAL LABORATORIES, INCORPORATED.”

(b)The introduction incorrectly states that “Pursuant to the provisions of Section 10.064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change that provisions of the Articles of Incorporation as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:”

The introduction is hereby corrected to read as follows: “Pursuant to the provisions of Section 10.059,10.061 and 10.064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Amended and Restated Articles of Incorporation and repreasents that these Amended and Restated Articles of Incorporation correctly set forth with

amendments the provisions of the Articles of Incorporation as heretofore amended and that the Amended and Restated Articles of Incorporation and all amendments thereto:”

(c)Article I incorrectly lists the name of the Corporation as OXYCAL LABORATORIES, INC.  Article I is corrected to read in its as follows: “The name of the Corporation as OXYCAL LABORATORIES, INCORPORATED.”

(d)The document fails to state that the Amended and Restated Articles of Incorporation were approved by the shareholders of the Corporation.  The omission is hereby corrected as follows:  “A majority of the issued and outstanding common shares attended the shareholders meeting held October 21,1987 and all of the shares present at the meeting voted in favor of the Amended and Restated Articles of incorporation There were no other [ILLEGIBLE] or series of shares of the Corporation issued and outstanding.

(e)The document fails to state that the Amended and Restated Articles of Incorporation effected a change in the amount of the stated capital of the Corporation. The [ILLEGIBLE] is hereby corrected as follows: “Prior to the adoption of the Amended and Restated Articles of Incorporation the stated capital of the Corporation was based upon the number of shares issued and outstanding multiplied by $10.00, the per value of each share. Upon the filing of Amended and Restated Articles of Incorporation, the stated capital of the Corporation become $237,033.50.”

EXHIBIT “A”

RESTATED [ILLEGIBLE]

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INC.

Pursuant to the provisions of Section 10-064 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Restated Articles of Incorporation and represents that these Restated Articles of Incorporation correctly set forth without change the provision of the Articles of Incorporation as heretofore amended and that the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto:

ARTICLE I

NAME

The name of the Corporation is OXYCAL LABORATORIES, INC.

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The Corporation initially intends to invest in, manage, purchase, acquire, through the issuance of its capital stock or otherwise, operate, and generally deal in the businesses of manufacturing,

compounding, preparing, selling and distributing pharmaceutical supplies, vitamins, vitamin supplements, home products, commodities, and related products, and acquire and develop real and personal property in connection therewith.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation shall have authority to issue 20 million (20,000,000) shares of no par value common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights and options entitling the holders thereof to purchase shares of stock of the Corporation. The issuance of such rights and options, whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to shareholders generally, need not be approved or ratified by the Shareholder of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock. The Corporation’s purchase of shares of its

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own stock may be made from, and to the extent of, the unreserved and unrestricted earned or capital surplus of the Corporation, as provided under the laws of the State of Arizona.

ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the earned or capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s statutory agent is Geroid Elders, 421 Miller Valley Road, Prescott, Arizona 86301.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation’s known place of business is 421 Miller Valley Road, Prescott, Arizona 86301, or such other place or places as the Board of Directors may hereinafter designate.

ARTICLE X

BOARD OF DIRECTORS AND OFFICERS

The Board of Directors shall consist of not less than three nor more than nine Directors, and the names and address of the persons who shall serve as Directors until the next annual meeting of shareholders, or until their successors are elected and qualify, are:

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Name	Address
Rockwell C. Webb	128 South Mountain Vernon Street Prescott, Arizona 86303
Gerald W. Elders	38 Pinnacle Circle Prescott, Arizona 86301
Richard G. Markham	945 Country Club Drive Prescott, Arizona 86303
Raymond B. Sigafoos	1228 Willow Creek Road Prescott, Arizona 86301
Selmer D. Lutey	First Interstate Bank Building #203 Prescott, Arizona 86301
Robert G. Wilcox	Prescott Properties, Inc. 1134 West Haining Prescott, Arizona 86301
Bill Fulkerson	200 Shadow Valley Ranch Road Prescott, Arizona 86301
Hancy J. Chandler	530 Hill Crest Prescott, Arizona 86303

The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be President, one or more Vice Presidents, Secretary and Treasurer, and such other officers as the Board of Directors may appoint. The above-specified officers shall be elected annually by the Board of Directors and the names of current officers who shall serve in the following positions until their successors are elected and qualify are:

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President:	Gerald W. Elders
Vice President:	Richard G. Markham
Vice President-Financial and Chief Financial Officer:	Rockwell C. Webb
Vice President-Operations:	Nancy J. Chandler
Secretary and Treasurer:	Raymond B. Sigafoos

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the Corporation as a director officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the state of Arizona as then in effect.

ARTICLE XII

INCORPORATORS

The Corporation’s Board of Directors shall also be the incorporators of the Corporation.

DATED: Dec. 14, 1987.

OXYCAL LABORATORIES, INC., an Arizona Corporation
By	/s/ [ILLEGIBLE]
	Its President
By	/s/ [ILLEGIBLE]
	Its Secretary

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STATE OF ARIZONA	)
	)  ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day of December, 1987, by GERALD M. ELDERS, the President of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the Corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

[ILLEGIBLE]

STATE OF ARIZONA	)
	)  ss.
County of Yavapai	)

The foregoing instrument was acknowledged before me this 14th day of December, 1987, by RAYMOND B. SIGAFOOS, the Secretary of OXYCAL LABORATORIES, INC., an Arizona corporation, for and on behalf of the corporation.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

[ILLEGIBLE]

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DATED this 18 day of June, 1997.

OXYCAL LABORATORIES,
INCORPORATED,
an Arizona corporation
By	/s/ [ILLEGIBLE]
Its:	President

EXPEDITED
AZCORP. COMMISSION
DELIVERED
NOV 10 1997
FILED BY	/s/ [ILLEGIBLE]
TERM
DATE	11-10-97
Effective 11-10-97

ZILA ACQUISITION CORP. 0821586-0

MERGED INTO

OXYCAL LABORATORIES, INCORPORATED 0143684-0 (SURVIVOR)

ARTICLES OF AMENDMENT AND MERGER

OF

ZILA ACQUISITION CORP.

INTO

OXYCAL LABORATORIES, INCORPORATED

These Articles Of Amendment And Merger are entered into between ZILA ACQUISITION CORP., an Arizona corporation (herein the “Merging Company”), and OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation (herein the “Surviving Corporation”). The Merging Company and the Surviving Corporation shall hereinafter be referred to collectively as the “Entities” and separately as an “Entity.”

These Articles Of Amendment And Merger are delivered to the Arizona Corporation Commission far filing pursuant to Section 10-1105 of the Arizona Revised Statutes by the undersigned corporations.

FIRST: The names, addresses and states of incorporation of the merging corporations are as follows:

Name and Address	State of Incorporation
Zila Acquisition Corp. 5227 North 7th Street Phoenix, Arizona 85014	Arizona
Oxycal Laboratories, incorporated 533 Madison Avenue Prescott, Arizona 86301	Arizona

SECOND: The name and address of the Statutory Agent of the Surviving Corporation is Joseph Hines, 5227 North 7th Street, Phoenix, Arizona 85014.

THIRD: Upon completion of the merger described herein, the Amended and Restated Articles of Incorporation attached hereto as Exhibit 1 shall become the Amended and Restated Articles of Incorporation of the Surviving Corporation.

FOURTH: The Plan of Merger attached hereto as Exhibit “A” was approved by the shareholders of the undersigned corporations in the manner prescribed by the Arizona Revised Statures.

FIFTH: As to each such corporation, the number of shares of stock issued and outstanding are as follows:

Name of Corporation	Number of Shares of Issued and Outstanding Common Stock
Zila Acquisition Corp.	100 shares $.01 par value common stock
Oxycal Laboratories, Incorporated	1,825,802.90 shares no par value common stock

Neither corporation has a class of stock authorized other than common stock.

SIXTH: As to each such corporation, the number of shares voted for or against such Plan of Merger, respectively, are as follows:

Name of Corporation	Voted For	Voted Against
Zila Acquisition Corp.	100	0
Oxycal Laboratories, Incorporated	1,825,802.90	0

The number of votes cast for the Plan of Merger by Merging Corporation and the Surviving Corporation were sufficient for approval by that voting group.

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IN WITNESS WHEREOF, Zila Acquisition Corp. and Oxycal Laboratories, Incorporated have caused these Articles Of Amendment And Merger to be executed by their respective duly authorized officers on this 10th day of November, 1997.

MERGING COMPANY:
ZILA ACQUISITION CORP., an Arizona corporation
By	/s/ Joseph Hines
	Joseph Hines, President
SURVIVING CORPORATION:
OXYCAL LABORATORIES, INCORPORATED,
an Arizona corporation
By	/s/ Nancy J. Chandler
	Nancy J. Chandler, Vice President of Operations

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EXHIBIT “A”

PLAN OF MERGER

THIS PLAN OF MERGER (the “Plan”) is entered into as of the 28th day of October, 1997, by and between ZILA ACQUISITION CORP., an Arizona corporation (“Subsidiary”), and OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation (“Oxycal”), both such corporations being hereinafter  sometimes referred to as the “Constituent Corporations,” and Oxycal being hereinafter sometimes referred to as the “Surviving Corporation.”

RECITALS

A.Subsidiary was incorporated on October 21, 1997, under the laws of the State of Arizona. On the date hereof, its single authorized class of capital stock consists of one hundred (100) shares of $.01 par value common stock (“Subsidiary Common”), of which one hundred (100) shares are outstanding on the date hereof. Subsidiary is a wholly-owned subsidiary of Zila, Inc., a Delaware corporation (“Zila”).

B.Oxycal was incorporated on December 18, 1981, under the laws of the State of Arizona (under the name Willow Creek Enterprises, Inc.). On the date hereof, Oxycal’s authorized capital stock consists of twenty million (20,000,000) shares of no par common stock. (“Oxycal Common”) of which 1,825,802.90 shares are outstanding on the date hereof.

C.Prior to the filing of this Plan of Merger with the Arizona Corporation Commission, Subsidiary, Oxycal and Zila Intend to execute a mutually agreeable Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”), which sets forth the terms and conditions of the Plan of Merger. The respective Board of Directors of Subsidiary and Oxycal have authorized the execution of the Acquisition Agreement and have adopted resolutions authorizing the proposed merger of Oxycal into the Subsidiary, with Oxycal to be the surviving corporation, upon the terms and conditions set forth in the Acquisition Agreement and this Plan of Merger. The Board of Directors of the Subsidiary and Oxycal, respectively, have directed that this Plan of Merger be submitted to the shareholders of each corporation for consideration and action.

AGREEMENT

NOW, THEREFORE, Subsidiary and Oxycal hereby agree to merge on the terms and conditions hereinafter provided:

1.Following the execution of the definitive Acquisition Agreement, Oxycal shall merge with and into Subsidiary and Oxycal shall continue as the Surviving Corporation. Upon the merger of Oxycal into Subsidiary (the “Merger”) at the Effective Time (as defined in Paragraph 8 below), the separate existence of Subsidiary shall cease. The corporate identity, existence, purposes, rights, privileges, powers, franchises, and immunities of Oxycal shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, rights, privileges, powers, franchises, and immunities of Subsidiary shall be merged into Oxycal and Oxycal shall be fully vested

therewith.

2.At the Effective Time, the Articles of Incorporation and By-Laws of Subsidiary, as in effect immediately prior to the Effective Time, shall become the Articles of Incorporation and By-Laws of the Surviving Corporation; provided, however, that Article I of said Articles of Incorporation shall, as of the Effective Time, be amended and restated in its entirely to read as follows:

The name of the Corporation is OXYCAL LABORATORIES, INCORPORATED.

The amended and restated Articles of Incorporation of the Surviving Corporation that shall be in effect upon the Merger are attached hereto as Exhibit 1.

3.a.Oxycal shall, without other transfer, succeed to and possess all the rights, privileges, powers, franchises, and immunities, both of a public and private nature, and shall be subject to all the restrictions, disabilities, debts, liabilities (including taxes) and duties of each of the Constituent Corporations.

b.The rights, privileges, powers, franchises, and immunities of each of the Constituent Corporations and all property, real, personal and mixed, of, and all debts due or belonging to either of the Constituent Corporations on any account shall be vested in the Surviving Corporation. Without limiting the generality of the foregoing, the Surviving Corporation shall assume liability for income and other taxes of the Subsidiary which have or may become due for or in respect of the income, operations or franchises of the Subsidiary for any period ended prior to the Effective Time or by virtue of the Merger and shall assume the responsibility of filing all tax returns required to be filed by or on behalf of the Subsidiary.

c.Title to any real estate and to any other property vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any [ILLEGIBLE] impaired by reason of the Merger or the statutes providing therefor; provided, however, that all rights of creditors and all liens upon the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, and duties of each of the Constituent Corporations shall henceforth attach to Oxycal and may be enforced against it to the same extent as if they had been incurred or contracted by Oxycal. After the Effective Time, the Surviving Corporation and the former directors and officers of the Subsidiary shall each execute or cause to be executed such further assignments, assurances or other documents as may be necessary or desirable to confirm title to their respective properties, assets, and rights in Oxycal or to otherwise carry out the purposes of this Plan, and their respective directors and officers shall and will do all such acts and things to accomplish those purposes which Oxycal may reasonably request.

4.a.At the Effective Time, each share of Oxycal Common issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holder thereof or by any party, cease to be an issued and existing share and, subject to the rights any holder may

2

have under Section 10-1301 el. seq. of the General Corporation Law of the State of Arizona, shall become and be converted into a right to receive the Per Share Cash Consideration, as defined in the Acquisition Agreement. The Cash Consideration (as defined in the Acquisition Agreement) shall equal $28,000,000, less the adjustments made pursuant to Section 7.1 of the Acquisition Agreement

b.At or following the Effective Time, certificates representing all of the Oxycal Common (the “Certificates”) shall be surrendered to the exchange agent, appointed by Ziln (the “Exchange Agent”), for cancellation in the Merger. Upon surrender to the Exchange Agent of the Certificates, the Exchange Agent, subject to the conditions described below, will pay to the holder of the Certificates cash in the amount equal to the number of shares represented by the Certificates multiplied by the Per Share Cash Consideration.

5.At the Effective Time, each share of Subsidiary Common issued and outstanding immediately prior to the Effective Time shall remain an issued and existing share, but shall be converted into, without further action by any party, an issued and outstanding share of Oxycal Common.

6.At the Effective Time, the directors of Subsidiary shall become the directors of the Surviving Corporation and all such directors shall hold office until their respective successors are duly elected and qualified in the manner provided in the Articles of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law. At the Effective Time, the current directors of Oxycal shall be deemed to have resigned.

7.The officers of Subsidiary at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, all such officers to hold office until their respective successors are duly elected and qualified in the manner provided in the Articles of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law.

8.In accordance with the terms and conditions of the Acquisition Agreement, each of the Constituent Corporations shall take, or cause to be taken, all actions, or do or cause to be done all things, necessary, proper or advisable under the laws of the State of Arizona to make the Merger effective, subject, however, to the appropriate vote or consent of the stockholders of each of the Constituent Corporations in accordance with the General Corporation Law of the State of Arizona. The Merger shall be effected by, and shall be given effect upon, the filing of Articles of Merger with the Corporation Commission of the State of Arizona, in accordance with the applicable provisions of the General Corporation Law of the State of Arizona. The date and time of such filing is referred to in this Plan as the “Effective Time.”

9.When the Merger becomes effective, the holders of Certificates of Oxycal Common outstanding on the Effective Time shall cease to have any rights with respect to such stock and their sole right shall be the right to receive the Per Share Cash Consideration multiplied by the number of shares represented by the Certificates, as provided for in Section 4 above in exchange for such Certificates.

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10.This Plan of Merger and the consummation of the transactions contemplated hereby, is subject to and conditioned upon Zila, Oxycal, and Subsidiary executing and delivering the definitive Acquisition Agreement

11.The Plan may be terminated and abandoned by mutual consent of Oxycal and Subsidiary at any time prior to the Effective Time, or by the Board of Directors of either of the Constituent Corporations if the Acquisition Agreement shall have been terminated as therein provided, not withstanding approval of the Plan by the stockholders of either or both of the Constituent Corporations. This Plan shall terminate if a definitive Acquisition Agreement is not executed by Zila, Subsidiary, and Oxycal on or before November 13, 1997.

12.This Plan may be amended by the Boards of Directors of the Constituent Corporations at any time prior to the filing hereof with the Corporation Commission or the State of Arizona, provided that an amendment made following approval of the Plan by the stockholders of either of the Constituent Corporations shall not (i) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such Constituent Corporations, (ii) alter or change any term of the Articles of Incorporation of the Subsidiary or Oxycal to be effected by the Merger, or (iii) alter or change any of the terms and conditions of the Plan if such alteration or change would adversely affect the holders of any class or series of stock of such Constituent Corporations.

13.In the event of any discrepancy between the Acquisition Agreement and this Plan with respect to any matter, the Acquisition Agreement shall control.

14.This Plan may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument but all of such counterparts together shall constitute but one agreement.

IN WITNESS WHEREOF, pursuant to authority duly given by its Board of Directors, each of the Constituent Corporations has caused this Plan of Merger to be executed and attested by its authorized officers as of the date and year first above written.

ZILA ACQUISITION CORP., an Arizona
corporation
By:	/s/ [ILLEGIBLE]
Its:	President

4

OXYCAL LABORATORIES,
INCORPORATED, an Arizona corporation
By:	/s/ Nancy R. Chandler
	Nancy R. Chandler
	Its Vice President of Operations

The undersigned, Zila, Inc., a Delaware corporation, hereby agrees to take any and all action on its part required to be taken in order to permit the accomplishment of the terms and conditions set forth in the above Plan, subject to the execution and delivery of a definitive Acquisition Agreement.

ZILA, INC., a Delaware corporation
By:	/s/ [ILLEGIBLE]
Its:	President

5

EXHIBIT I

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INCORPORATED

Pursuant to the provisions of Section 10-1007 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I

NAME

The name of the Corporation is OXYCAL LABORATORIES, INCORPORATED.

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The character of business that the Corporation initially intends to actually conduct in this state is to provide oral health care products for dental/medical professionals and consumers.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation shall have authority to issue one hundred (100) shares of common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights, warrants and options entitling the holders thereof to purchase shares of stock of the Corporation. The issuance of such rights and options, whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to the shareholders generally, need not be approved or ratified by the shareholders of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock. The Corporation’s purchase of shares of its own stock may be made from, and to the extent of, the unreserved and unrestricted earned and capital surplus of the Corporation, as provided under the laws of the State of Arizona.

2

ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s initial statutory agent is Joseph Hines, 5227 North Seventh Street, Phoenix, Arizona 85014.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation’s known place of business is 5227 North Seventh Street, Phoenix, Arizona 85014.

ARTICLE X

BOARD OF DIRECTORS

The Board of Directors shall consist of one (1) Director, and the name and address of the person who shall serve as the Director until the first annual meeting of the shareholders, or until his successor is elected and qualified, is:

Name	Address
Joseph Hines	5227 North Seventh Street Phoenix, Arizona 85014

3

The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be a Chairman of the Board, President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may appoint. The above-specified officers shall be elected annually by the Board of Directors. The initial officers and their respective positions shall be:

Chairman of the Board:	Joseph Hines
President:	Joseph Hines
Vice President:	Bradley Anderson
Secretary:	Janice L. Backus
Treasurer:	Bradley Anderson

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Arizona as then in effect.

ARTICLE XII

LIMITATION OF DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however,

4

that this Article XII shall not eliminate or limit the liability of a director to the extent provided by applicable law for (i) the amount of financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; or (iii) a violation of Section 10-833 of the Arizona Revised Statutes; or (iv) an intentional violation of Arizona law. The limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office, and no amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

These Amended and Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as amended and supersede the original Articles of Incorporation and all amendments filed before the date hereof.

IN WITNESS WHEREOF, Oxycal Laboratories, Incorporated has caused this Amended and Restated Articles of Incorporation to be executed by Joseph Hines, its President, this 10th day of November, 1997.

OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation
By	/s/ Joseph Hines
	Joseph Hines, President

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ACCEPTANCE OF STATUTORY AGENT

DATE:	November 10, 1997.
TO:	ARIZONA CORPORATION COMMISSION
	Incorporating Division 1300 West Washington Phoenix, Arizona 85007
RE:	OXYCAL LABORATORIES, INCORPORATED

Please be advised that JOSEPH HINES, having been designated Statutory Agent for the above-referenced corporation, approves of such designation and consents to act in such capacity. However, JOSEPH HINES specifically reserves the right to resign as Statutory Agent in accordance with the provisions of the Arizona Revised Statutes.

/s/ Joseph Hines

JOSEPH HINES

5227 North Seventh Street
Phoenix, Arizona 85014

EXPEDITED	AZ CORP. COMMISSION
	FILED
	NOV 10 1997

APPR.	[ILLEGIBLE]
TERM
DATE	11-10-97
	0143684-0

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INCORPORATED

Pursuant to the provisions of Section 10-1003 and 10-1006 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Articles of Amendment to the Articles of Incorporation:

FIRST: The name of the Corporation is OXYCAL LABORATORIES, INCORPORATED.

SECOND: The document attached hereto as Exhibit “A” sets forth the Amended and Restated Articles of Incorporation of the Corporation, which were unanimously recommended for shareholder approval by Consent in Lieu of Special Meeting of the Board of Directors of the Corporation on November 10, 1997, and which were adopted by Consent in Lieu of Special Meeting of the Shareholders of the Corporation on November 10, 1997, in the manner prescribed by applicable law.

THIRD: The number of shares of common stock of the Corporation outstanding at the time of such adoption was one hundred (100) shares and the number of shares entitled to vote thereon was one hundred (100) shares.

FOURTH: The designation and number of outstanding shares of each class or series of securities entitled to vote thereon as a class or series were as follows:

CLASS OR SERIES	NUMBER OF SHARES
COMMON	100

FIFTH: By class or series of securities, the number of shares of each class or series of securities voting for or against such amendment, was as follows:

CLASS OR SERIES	NUMBER OF SHARES FOR	NUMBER OF SHARES AGAINST
COMMON	100	-0-

SIXTH: This Amendment does not provide for an exchange, reclassification or cancellation of issued shares.

SEVENTH: This Amendment does not effect a change in the amount of stated capital.

DATED: November 10, 1997.

OXYCAL LABORATORIES, INCORPORATED,
an Arizona corporation
By	/s/ Joseph Hines
	Joseph Hines, President

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EXHIBIT “A”

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

OXYCAL LABORATORIES, INCORPORATED

Pursuant to the provisions of Section 10-1007 of the Arizona Revised Statutes, the undersigned Corporation hereby adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I

NAME

The name of the Corporation is OXYCAL LABORATORIES, INCORPORATED.

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.

ARTICLE III

INITIAL BUSINESS

The character of business that the Corporation initially intends to actually conduct in this state is to provide oral health care products for dental/medical professionals and consumers.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation shall have authority to issue one hundred (100) shares of common stock.

ARTICLE V

STOCK RIGHTS AND OPTIONS

The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights, warrants and options entitling the holders thereof to purchase shares of stock of the Corporation. The issuance of such rights and options, whether or not to directors, officers or employees of the Corporation or of any affiliate thereof and not to the shareholders generally, need not be approved or ratified by the shareholders of the Corporation or be authorized by or be consistent with a plan approved or ratified by the shareholders of the Corporation.

ARTICLE VI

ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION

The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock. The Corporation’s purchase of shares of its own stock may be made from, and to the extent of, the unreserved and unrestricted earned and capital surplus of the Corporation, as provided under the laws of the State of Arizona.

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ARTICLE VII

DISTRIBUTIONS FROM CAPITAL SURPLUS

The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.

ARTICLE VIII

STATUTORY AGENT

The name and address of the Corporation’s initial statutory agent is Joseph Hines, 5227 North Seventh Street, Phoenix, Arizona 85014.

ARTICLE IX

KNOWN PLACE OF BUSINESS

The address of the Corporation’s known place of business is 5227 North Seventh Street, Phoenix, Arizona 85014.

ARTICLE X

BOARD OF DIRECTORS

The Board of Directors shall consist of one (1) Director, and the name and address of the person who shall serve as the Director until the first annual meeting of the shareholders, or until his successor is elected and qualified, is:

Name	Address
Joseph Hines	5227 North Seventh Street Phoenix, Arizona 85014

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The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation.

The officers of the Corporation shall be a Chairman of the Board, President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may appoint. The above-specified officers shall be elected annually by the Board of Directors. The initial officers and their respective positions shall be:

Chairman of the Board:	Joseph Hines
President:	Joseph Hines
Vice President:	Bradley Anderson
Secretary:	Janice L. Backus
Treasurer:	Bradley Anderson

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Arizona as then in effect.

ARTICLE XII

LIMITATION OF DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however,

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that this Article XII shall not eliminate or limit the liability of a director to the extent provided by applicable law for (i) the amount of financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; or (iii) a violation of Section 10-833 of the Arizona Revised Statutes; or (iv) an intentional violation of Arizona law. The limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office, and no amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

These Amended and Restated Articles of Incorporation correctly set forth without change the provisions of the Articles of Incorporation as amended and supersede the original Articles of Incorporation and all amendments filed before the date hereof.

IN WITNESS WHEREOF, Oxycal Laboratories, Incorporated has caused this Amended and Restated Articles of Incorporation to be executed by Joseph Hines, its President, this 10th day of November, 1997.

OXYCAL LABORATORIES, INCORPORATED,
an Arizona corporation
By	/s/ Joseph Hines
	Joseph Hines, President

5

ACCEPTANCE OF STATUTORY AGENT

DATE:	November 10, 1997.
TO:	ARIZONA CORPORATION COMMISSION
	Incorporating Division
	1300 West Washington
	Phoenix, Arizona 85007
RE:	OXYCAL LABORATORIES, INCORPORATED

Please be advised that JOSEPH HINES, having been designated Statutory Agent for the above-referenced corporation, approves of such designation and consents to act in such capacity. However, JOSEPH HINES specifically reserves the right to resign as Statutory Agent in accordance with the provisions of the Arizona Revised Statutes.

/s/ Joseph Hines

JOSEPH HINES

5227 North Seventh Street

Phoenix, Arizona 85014

AZ CORPORATION COMMISSION

FILED

DEC 15 2004

FILE NO. - 0143684.0

Effective date: 01/01/05

ARTICLES OF AMENDMENT AND MERGER

OF

ZILA NUTRACEUTICALS, INC., -0127802-4

an Arizona corporation,

INTO

OXYCAL LABORATORIES, INCORPORATED, -0143684-0

an Arizona corporation

changing name to: ZILA NUTRACEUTICALS, INC.

Pursuant to § 10-1105 of the Arizona Revised Statutes, the following Articles of Amendment and Merger are hereby adopted:

FIRST:   The names of the corporations that were parties to the merger are as set forth in the caption above.

SECOND:   The name and address of the known place of business of the surviving corporation is as follows: Oxycal Laboratories, Incorporated, 5227 North 7th Street, Phoenix, Arizona 85014-2800.

THIRD:   The name and address of the statutory agent of the surviving corporation is as follows: CT Corporation System, 3225 N. Central Avenue, Phoenix, AZ 85012.

FOURTH:   The articles of incorporation of the surviving corporation are hereby amended by deleting Article I and inserting the following in place thereof:

“ARTICLE I

NAME

The name of the corporation is Zila Nutraceuticals, Inc.”

FIFTH:   The designation, number of outstanding shares, number of votes entitled to be cast on the plan of merger, and total number of votes cast for and against the plan of merger by both corporations were as follows:

Corporation	Designation	Outstanding Shares	Eligible Votes	Votes For	Votes Against
Oxycal	Common	100	100	100	0
Zila	Common	375.75	375.75	375.75	0

SIXTH:   The effective date of these Articles of Merger shall be January 1, 2005.

DATED this 13th day of December, 2004.

OXYCAL LABORATORIES, INCORPORATED, an Arizona corporation
By:	/s/ [ILLEGIBLE]
Its:	Vice President
ZILA NUTRACEUTICALS, INC., an Arizona corporation
By:	/s/ [ILLEGIBLE]
Its:	Vice President

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is entered into this 13th day of December, 2004, between Oxycal Laboratories. Incorporated, an Arizona corporation (the “Surviving Entity”), and Zila Nutraceuticals, Inc., an Arizona corporation (the “Merging Entity”).

RECITALS

A.            The Merging Entity desires to merge with and into the Surviving Entity, and thereby transfer to the Surviving Entity all rights and property owned by it, tangible and intangible, wheresoever situated.

B.            The Surviving Entity desires to merge with the Merging Entity and, as the surviving entity of the merger (the “Merger”), thereby acquire all of the rights and property of the Merging Entity, tangible and intangible, wheresoever situated, and assume the liabilities of the Merging Entity, on the terms and conditions set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual agreements, covenants, provisions, representations and warranties herein, the parties agree as follows:

ARTICLE I

PLAN OF MERGER

As of the Effective Date (as hereinafter defined), the Merging Entity shall be merged with and into the Surviving Entity. The Surviving Entity shall be the surviving entity of the Merger. When the Merger has been effected in accordance with the applicable laws, and the Articles of Merger duly filed with the Arizona Corporation Commission:

1              Single Entity. The separate existence of the Merging Entity shall cease and thereupon the Merging Entity and the Surviving Entity shall be a single entity

2              Jurisdiction. The Surviving Entity shall succeed to, without other transfer, and shall possess and [ILLEGIBLE] all of the rights, privileges, immunities and powers of the [ILLEGIBLE] entities and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Arizona.

3              Transfer of Rights and Property. The Surviving Entity shall possess all the rights, privileges, immunities, powers, and franchises, of a public as well as of a private nature, of the Merging Entity. All property, real, personal and mixed, and all debts due on whatever account, including all subscriptions to shares and all other choses in action, and all and every other interest of or belonging to or due to the entity so merged, shall be taken and deemed to be transferred to and vested in the Surviving Entity without further act or deed. The title to any real estate, or any interest

1

therein, vested in any of such entities shall not revert or be in any way impaired by reason of the Merger.

4.             Liabilities. The Surviving Entity shall henceforth be responsible and liable for all the liabilities and obligations of the Merging Entity and any claim existing or action or proceeding pending by or against such entity may be prosecuted as if such Merger had not taken place. Neither the rights of creditors not any liens upon the property of any entity participating in the Merger shall be impaired by the Merger

ARTICLE II

MANNER AND BASIS OF CONVERTING OWNERSHIP INTERESTS

Inasmuch as the Merging Entity is a subsidiary of the Surviving Entity, no new ownership interests of any type shall be issued as part of the Merger, and all of the issued and outstanding shares of capital stock or other ownership interests of the Merging Entity shall be deemed to have been canceled as of the date the Merger is effected for state law purposes. The existing issued and outstanding shares of capital stock or other ownership interests of the Surviving Entity shall continue in existence upon effecting the Merger. All required deliveries, cancellations and exchanges shall occur as of the Effective Date in consideration of this Agreement and the assumption and receipt by the Surviving Entity of all rights, liabilities and assets of the Merging Entity.

ARTICLE III

ARTICLES OF INCORPORATION, BYLAWS

1.             Articles of Incorporation and Bylaws. The Articles of Incorporation and the Bylaws of the Surviving Entity, as amended through the Effective Date, shall continue, without change, as the Articles of Incorporation and Bylaws of the Surviving Entity after the Merger, until the same shall be accred or amended in accordance with the provisions thereof or with the provisions of applicable state law.

2.             Management. The officers and directors of the Surviving Entity, as the same are constituted at the Effective Date of the Merger, shall continue as the officers and directors of the Surviving Entity until such officers and directors are changed or revised in accordance with the Articles of Incorporation and Bylaws of the Surviving Entity and with Arizona law.

ARTICLE IV

EFFECTIVE DATE

The Merger will become effective on January 1, 2005 (the “Effective Date”).

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ARTICLE V

TERMINATION OF AGREEMENT

This Agreement and Plan of Merger may be terminated at any time before the Effective Date by mutual consent of the Surviving Entity and the Merging Entity.

ARTICLE VI

MISCELLANEOUS

1.Successors. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

2.Entire Understanding. This Agreement and the documents executed in connection with the consummation of the transaction contemplated to this Agreement constitute the entire understanding of the parties and supersede any and all prior and contemporaneous statements, representations, agreements or understandings of the parties.

3.Further Assurances. At any time, and from time to time after the Effective Date, each party will execute such additional instruments, provide such additional information and take such additional action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.

4.Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

5.Headings. All headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

6.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

7.Exhibits. Any exhibits attached hereto are incorporated herein by this reference.

8.Governing Law. The substantive law of Arizona shall govern the validity, interpretation, effect and enforcement of this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

3

IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan of Merger as of the date first above written.

SURVIVING ENTITY:	OXYCAL LABORATORIES,
	INCORPORATED,
	an Arizona corporation
	By	/s/ [ILLEGIBLE]
	Its	Vice President
MERGING ENTITY:	ZILA NUTRACEUTICALS, INC.,
	an Arizona corporation
	By	/s/ [ILLEGIBLE]
	Its	Vice President

4

AZ CORPORATION COMMISSION

FILED

OCT 02 2006

FILE NO.- 0143684.0

ARTICLES OF AMENDMENT

A.R.S. [ILLEGIBLE]

FEE $25.00 A.R.S. §122.A

Zila Nutraceuticals, Inc.

[Name of Corporation]

1.     The name of the corporation is Zila Nutraceuticals, Inc.

2.     Attached hereto as Exhibit A is the text of each amendment adopted.

3.x           The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

oExhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.

oThe amendment provides for exchange, reclassification or cancellation of issued shares. Such actions will be implemented as follows:

4.     The amendment was adopted the 2nd day of October, 2006.

5.oThe amendment was adopted by the o incorporators o board of directors without shareholder action and shareholder action was not required.

xThe amendment was approved by the shareholders. There is (are) one (1), voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes to each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows:

The voting group consisting of 100 outstanding shares of common [class or series] stock is entitled to 100 votes. There were 100 votes present at the meeting. The voting group cast 100 votes for and common votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

ARS §10-140 requires that changes to corporation(s) be executed by an officer of the corporation, whose file is to be changed.

CF: [ILLEGIBLE]

Rev: [ILLEGIBLE]

The voting group consisting of                        outstanding shares of                     [class or series] stock is entitled to                      votes. There were                   votes present at the meeting. The voting group cast                           votes for and                   votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

DATED as of this 2nd day of October, 2006.

Zila Nutraceuticals, Inc.

                    [name of corporation]

By	/s/ [ILLEGIBLE]
[ILLEGIBLE]
[name]		[title]

CF: 0040

Rev:[ILLEGIBLE]

2

Exhibit A

to

State of Arizona

Articles of Amendment

to the Amended and Restated Articles of Incorporation of

ZILA NUTRACEUTICALS, INC.

The Amended and Restated Articles of Incorporation of Zila Nutraceuticals, Inc. are hereby amended as follows:

Article I of the Amended and Restated Articles of Incorporation of the Corporation be amended in its entirety by striking out Article I thereof, relating to the name of the Corporation, and by substituting in lieu thereof of following Article I:

“ARTICLE I

NAME

The name of the corporation is The Enter C Company.”

EX-3.94

Exhibit 3.94

BY-LAWS

OF

THE ESTER C COMPANY

ARTICLE I

Stockholders

SECTION 1.           Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Arizona as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.           Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Arizona as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.           Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.           Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.           Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.           Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

3

The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.           Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such outer corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.           Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.           Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

5

to vote thereon were present and voted. To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.         Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

6

no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.           Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.           Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting

7

at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.           Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Arizona or outside the State of Arizona as the Board from time to time shall determine.

SECTION 4.           Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.               Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.               Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.               Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence, of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.               Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The

9

Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.               Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.             Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

10

consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.               Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.               Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.               Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.               Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers

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and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.               Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.               Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.               Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.               Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.               Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.               Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Arizona Superior Court or the court in which such action or suit was brought shall determine

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upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Arizona Superior Court or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.               Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.               Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1

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(unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.           Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.           Survival: Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each. Director, officer, employee and agent who serves in any such capacity at any time while these

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provisions as well as the relevant provisions of the Arizona Business Corporation Act in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.           Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in

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the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.           Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.           No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.           Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed

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by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.           Lost Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon

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the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.           Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.           Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.           Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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SECTION 6.           Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.           Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.           Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.           Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.           Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.           Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.           Offices Outside of Arizona. Except as otherwise required by the laws of the State of Arizona, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Arizona at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.96

Exhibit 3.96

Amended and Restated Limited Liability Company Agreement

of

The Non-Irradiated Herbal Manufacturers Group, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of The Non-Irradiated Herbal Manufacturers Group, LLC, a Delaware limited liability company (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.

Recitals

A.NBTY caused the Company to be formed June 16, 2003.

B.NBTY holds 100% of the membership interests in the Company on the date hereof, and has held that interest since June 16, 2003.

C.NBTY amended the Company’s limited liability company agreement, dated June 16, 2003 (the “Original Agreement”), by resolution dated February 7, 2005, to provide for management by managers, rather than by members, and appointed Harvey Kamil and Michael Slade as the Managers.

D.NBTY wishes to further amend the Original Agreement and restate it in its entirety.

Agreement

In consideration of the above premises, and the mutual promises set forth herein, the Members hereby agree as follows.

1.Definitions.  Unless the context otherwise requires, the following terms will have the following meanings.

“Affiliate” means, with respect to any Person, any Person, which, directly or indirectly, controls or is controlled by or is under common control with that Person, or is controlled by a principal executive officer of that Person.  As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

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“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware under the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.

“Managers” has the meaning set forth in Section 8.

“Members” means the holders of the Membership Interests, from time to time.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is The Non-Irradiated Herbal Manufacturers Group, LLC.

3.Formation; Conveyance.  The Company was formed on June 16, 2003 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State under Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company will continue until dissolved and terminated in accordance with Section 15.

6.Registered Office and Agent and Principal Office.  The Company’s registered agent for service of process in the State of Delaware under Section 18-104 of the Delaware Act will be Corporation Service Company.  The principal office of the Company will be located at 2100 Smithtown Avenue, Ronkonkoma, New York 11779.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Managers.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company will possess and may exercise all the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

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8.Powers of the Managers.  The business and affairs of the Company will be managed by the managers appointed by the Members, from time to time (the “Managers”).  The Members may remove any or all the Managers at any time, with or without cause, and replace any Manager with any person including any Member.  The Managers will direct, manage and control the business of the Company to the best of their abilities and will have full and complete authority, power and discretion to make any and all decisions and to do any and all things that the Managers deem to be reasonably required in light of the Company’s business and objectives.  Each Manager, individually, will have full authority to bind the Company and to make any decision required to operate the Company.  The Managers may hire consultants, general contractors, contractors, subcontractors, and analysts, including Members, or their Affiliates, as the Managers deem necessary.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company.  The Members and the Managers will not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member or Manager of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for its Membership Interest, as reflected on Exhibit A.

11.Additional Contributions.  The Members will not be required to make any additional Capital Contributions to the Company.  The Members, however, may make additional Capital Contributions to the Company in such amounts and at such times as they desire.

12.Management of the Company by the Managers.

(a)Exclusive Management by the Managers.  The business, property and affairs of the Company will be managed exclusively by the Managers.  The Managers will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The Members of the Company will have no power to participate in the management of the Company, except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  Harvey Kamil will serve as the “tax matters” Manager of the Company.

(b)Powers of the Managers.  Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

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(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managers; Delegation by the Managers.  Each Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The

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Managers may also delegate any or all of its authority, rights or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more agents or other duly authorized representatives of the Company.

(d)Discretion of the Managers; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion.  The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.

(e)Meetings of Members.  Meetings of the Members will be at the discretion of the Members.

13.Officers.

(a)Appointment of Officers.  The Managers, in their discretion, may appoint officers of the Company at any time to conduct, or to assist the Managers in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller.  The officers will serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices.  The officers will exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as will be determined from time to time by the Managers but subject in all cases to the supervision and control of the Managers.

(b)Signing Authority of Officers.  The officers, if any, will have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managers.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

14.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers its entire Membership Interest under this Section, the transferee will be

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admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission will be deemed effective upon the transfer, and upon such admission, the transferor Member will cease to be a Member of the Company.

15.Dissolution.  The Company will be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members.  The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest under Section 14) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of its Membership Interest under Section 14), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company will be conducted in accordance with the Delaware Act.

16.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Managers and the Members of the Company will not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Managers or the Members of the Company, as the case may be, in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company will defend, indemnify and hold harmless the Managers, the Members and, if the Members so elect by written notice to any such other Person, any of the Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Managers, the Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Managers, the Members or by any such other Person on behalf of the Managers or Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

17.Amendment.  This Agreement may be amended only upon the written consent of the Members.

18.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of this Agreement.

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19.No Third-Party Rights.  No Person other than the Members will have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members will be a beneficiary of any provision of this Agreement.

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20. Governing Law.  This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

In Witness Whereof, the Member has caused this Agreement to be effective as of the 26th day of February, 2010.

NBTY, Inc.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

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Exhibit A

Capital Contribution and Address of Members as of

February 26, 2010

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	2100 Smithtown Avenue Ronkonkoma, New York 11779	$	100

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EX-3.101

Exhibit 3.101

CERTIFICATE OF INCORPORATION

OF

THE HEALTH SHOPPE (CHINA), LTD.

FIRST:	The name of this corporation shall be: THE HEALTH SHOPPE (CHINA), LTD.
SECOND:	Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD:	The purpose or purposes of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH:	The total number of shares of stock which this corporation is authorized to issue is one hundred (100) shares, each with a par value of one dollar ($1.00).
FIFTH:	The name and address of the incorporator is as follows:
	Robyn Boyajian
	2100 Smithtown Avenue
	Ronkonkoma, NY 11779
SIXTH:	The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
SEVENTH:	No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 11th day of July, A.D. 2008.

/s/ Robyn Boyajian

Robyn Boyajian

Sole Incorporator

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

THE HEALTH SHOPPE (CHINA), LTD.

It is hereby certified that:

1.  The name of the corporation (hereinafter called the “corporation”) is The Health Shoppe (China), Ltd.

2.  The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article FIRST:

“FIRST:  The name of this corporation shall be Vitamin World China, Inc.”

3.  The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed on September 25, 2008

/s/ Hans Lindgren

Hans Lindgren

Vice President

EX-3.102

Exhibit 3.102

BY-LAWS

of

THE HEALTH SHOPPE (CHINA), LTD.

ARTICLE I

Shareholders

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings.  Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors.  At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting.  Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice.  Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called.  Notice of any meeting of shareholders may be written or electronic.  If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms.  If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.  If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum.  At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization.  The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting.  In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting.  Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation.  A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof.  If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.  When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy.  Every proxy must be executed by the shareholder or his or her authorized agent.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors.  The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof.  If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors.  In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability.  The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.  Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting.  Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.  This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.Determination of Shareholders of Record for Certain Purposes.  For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action.  If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted.  For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice.  Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice.  Waiver of notice may be written or electronic.  The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him.  The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office.  The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies).  Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law.  Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors.  Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose.  Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

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vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting.  Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings.  Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held.  No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

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telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed.  The notice of a meting need not specify the purpose of the meeting.  Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum.  Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization.  The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting.  If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees.  The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends.  Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors.  A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.Consent of Directors or Committee in Lieu of Meeting.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action.  The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings.  Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.Titles and Appointment.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III.  All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board.  The officers may, but need not, be Directors.  The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause.  The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders;  shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary.  The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.Powers and Duties of the Treasurer.  The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers.  The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity.  Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense.  A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Section 3.Determination that Indemnification is Proper.  Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense.  Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.Survival; Preservation of Other Rights.  The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.Certificates for Shares.  Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed.  The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees.  No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares.  Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors.  Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.Regulations.  The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts.  Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors.  By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.106

Exhibit 3.106

By-Laws

of

Vitamin World Online, Inc.

ARTICLE I
Shareholders

SECTION 1.                   Annual Meeting.  The annual meeting of the shareholders of Vitamin World Online, Inc. (the “Corporation”) shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.                   Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of shareholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of shareholders shall be held on such date, at such time and at such place within or without the State of New York as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of shareholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the shareholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.                   Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.                   Quorum.  At any meeting of shareholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of shareholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

SECTION 5.                   Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of shareholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present

in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the shareholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.                   Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the shareholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.                   Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of shareholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the shareholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the shareholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8.                   Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall:  ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

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SECTION 9.                   Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 10.                 Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II
Board of Directors

SECTION 1.                   Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be shareholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of shareholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.                   Removal, Vacancies and Additional Directors.  The shareholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized

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number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.                   Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of New York or outside the State of New York as the Board from time to time shall determine.

SECTION 4.                   Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.                   Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.                   Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.                   Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors.  In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.                   Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to shareholders for approval, or (ii) adopting, amending or repealing these By-Laws.

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SECTION 9.                   Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.                 Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

SECTION 1.                   Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the shareholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.                   Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.                   Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.                   Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the

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examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.                   Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.                   Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.                   Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.                   Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.                   Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

SECTION 1.                   Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may

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indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.                   Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.                   Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by  majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareholders.

SECTION 4.                   Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize

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the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.                   Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.                   Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.                   Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.                   No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V
Stock-Seal-Fiscal Year

SECTION 1.                   Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.                   Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.                   Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.                   Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.                   Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.                   Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.                   Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.                   Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.                   Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.                   Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.                   Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.                   Offices Outside of New York.  Except as otherwise required by the laws of the State of New York, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of New York at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.108

Exhibit 3.108

BY - LAWS

of

VITAMIN WORLD OUTLET STORES, INC.

ARTICLE I - OFFICES

SECTION I.         REGISTERED OFFICE.  —The registered office shall be established and maintained at 3276 Kitchen Drive, in the [ILLEGIBLE] City of Carson City in the State of [ILLEGIBLE] Nevada.

SECTION 2.        OTHER OFFICES.    —The corporation may have other offices, either within or without the State of Nevada, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - MEETING OF STOCKHOLDERS

SECTION I.         ANNUAL MEETINGS.   —Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Nevada, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of shockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

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SECTION 2.         OTHER MEETINGS.    —  Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting.

SECTION 3.        VOTING.  — Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.         STOCKHOLDER LIST. — The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each.  Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION  5.       QUORUM.  —Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

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SECTION 6.        SPECIAL MEETINGS.   —Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote.  Such request shall state the purpose of the proposed meeting.

SECTION 7.        NOTICE OF MEETINGS. — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.        BUSINESS TRANSACTED —No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.        ACTION WITHOUT MEETING.   —Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III - DIRECTORS

SECTION I.         NUMBER AND TERM.    —The number of directors shall be one. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

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SECTION 2.        RESIGNATIONS.   — Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3         VACANCIES. — If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy,  who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.        REMOVAL. — Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.        INCREASE OF NUMBER. — The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.        COMPENSATION. — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

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SECTION 7.        ACTION WITHOUT MEETING. —Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - OFFICERS

SECTION I.         OFFICERS. — The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents, and such Assistant Secretaries and Assistant Treasurers as it may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.        OTHER OFFICERS AND AGENTS. — The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.        CHAIRMAN. — The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.        PRESIDENT.   — The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall excecute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

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SECTION 5.        VICE-PRESIDENT.   —Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.        TREASURER.   —The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.        SECRETARY.    —The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose.  He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.        ASSISTANT TREASURERS & ASSISTANT SECRETARIES Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE V

SECTION I          CERTIFICATES OF STOCK.    —Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.        LOST CERTIFICATES  —New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

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SECTION 3.        TRANSFER OF SHARES. — The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.        STOCKHOLDERS RECORD DATE.     — In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix,  in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of. record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.        DIVIDENDS.    — Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.        SEAL.  — The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words  “CORPORATE SEAL.”  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

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SECTION 7.        FISCAL YEAR.    — The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.         CHECKS  —All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.         NOTICE AND WAIVER OF NOTICE   — Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI - CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII - AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

b1 9

EXHIBIT B

AMENDMENT

TO

BY-LAWS

OF

VITAMIN WORLD OUTLET STORES, INC.

(A Nevada corporation)

THIS AMENDMENT.(the “Amendment”), dated October 1,2010 is made by the Board of Directors (the “Board”) of Vitamin World Outlet Stores, Inc. (the “Company”).

WHEREAS, the Board entered into the By-Laws governing the operations of the Company and the relationship between the Company, its Shareholders, and the Board, and

WHEREAS, pursuant to the Nevada Revised Statutes, Chapter 78, Private Corporations, the Board desires to amend Article III, Section 1, Number and Term, of the By-Laws.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

THE FIRST SENTENCE OF ARTICLE III, SECTION 1 IS HEREBY DELETED IN ITS ENTIRETY AND THE FOLLOWING IS INSERTED:

The number of directors shall be two (2).

EX-3.109

Exhibit 3.109

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

Albany, NY 12231

(This form must be printed or typed in black ink)

CERTIFICATE OF INCORPORATION

OF

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.

(ILLEGIBLE)

Under Section 402 of the Business Corporation Law

FIRST: The name of the corporation is: Worldwide Sport Nutritional Supplements, Inc.

SECOND: This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

THIRD: The county, within this state, in which the office of the corporation is to be located is: Oneioa

FOURTH: The total number of shares which the corporation shall have authority to issue and a statement of the par value of each share or a statement that the shares are without par value are: 200 No Par Value

FIFTH: The secretary of state is designated as agent of the corporation upon whom process against the corporation may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is:

CT Corporation System

111 Eighth Avenue

New York. NY   10011

SIXTH: (optional) The name and street address in this state of the registered agent upon whom process against the corporation may be served is:

FILED
2003 JUL 11 AM 11:46

SEVENTH: (optional—the existence of the corporation begins on the date the certificate of incorporation is filed by the Department of State. Corporate existence may begin on a date, not to exceed 90 days, after the date of filing by the Department of State. Complete this paragraph only if you wish to have the corporation’s existence to begin on a later date, which is not more than 90 days after the date of filing by the Department of state.) The date the corporate existence shall begin is: July11, 2003.

Incorporator Information Required

/s/ Guy E. Snyder, Esq

(Signature)

Guy E. Snyder, Esq

(Type of print name)

222 North LaSalle, Suite 2600

(Address)

Chicago, IL 60601

(City, State, Zip code)

CERTIFICATE OF INCORPORATION

OF

Worldwide Sport Nutritional Supplements, Inc.

[ILLEGIBLE]

Under Section 402 of the Business Corporation Law

Filed by:	Guy E. Snyder
	(Name)
	222 N, LaSalle, Ste. 2600
	(Mailing address)
	Chicago, IL 60601
	(City, State and Zip code)

STATE OF NEW YORK DEPARTMENT OF STATE
FILED JUL 11 2003
TAX $	10
BY:	SB
	[ILLEGIBLE]

Note: This form was prepared by the NewYork State Department of State for filing a certificate of incorporation for a business corporation is does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or [ILLEGIBLE] forms available at legal stationery stores. The Department of State recommends this legal documents be prepared under the guidance of an attorney. The fees for a certificate of incorporation is $125 plus the applicable use on shares required by Section 180 of the Tax Law. The minimum tax on shares is $10. The tax on 200 no par value shares is $10 ([ILLEGIBLE] $135) Checks should be made payable to the Department of State for the total amount of the filing for and us.

RECEIVED
2003 JUL 11  AM 11:01

New York State

Department of State

Division of Corporation, State Records

and Uniform Commercial Code

41 State Street

Albany, NY 12231

CERTIFICATE OF CHANGE

OF

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS,  INC.

If the name of the corporation has been changed, the name under which it was formed is:                                                          .

SECOND: The certificate of incorporation was filed by the Department of State on: 07/11/2003.

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

o___ The county location, within this state, In which the office of the corporation is located, is changed to:                                .

xThe address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to: c/o Corporation Service Company 80 State Street Albany, NY 12207-2543.

x The corporation hereby: [Check one]

x Designates Corporation Service Company as its registered agent upon whom process against the corporation may be served.

The street address of the registered agent is: 80 State Street Albany, NY 12207-2543.

o  Changes the designation of its registered agent to:                           . The street address of the registered agent is:           .

o  Changes the address of its registered agent to:                                                            .

o  Revokes the authority of its registered agent.

FOURTH: The change was authorized by the board of directors.

/s/ Maureen Cullen	Maureen Cullen, Vice President
(Signature)	(Name and Capacity of Signer)

CERTIFICATE OF CHANGE

OF

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name NBTY,  Attn: Irene B. Fisher

Address 90 Orville Drive

City, State and Zip Code Bohemia, NY 11716-2510

[ILLEGIBLE]

NOTE: This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

[ILLEGIBLE]

STATE OF NEW YORK DEPARTMENT OF STATE
FILED: SEP. 11 2003
TAX $	–
BY:	[ILLEGIBLE]
	[ILLEGIBLE]

EX-4.1

EXHIBIT 4.1

NBTY, INC.,
as Issuer

and the Guarantors party hereto

9% Senior Notes due 2018

INDENTURE

Dated as of October 1, 2010

THE BANK OF NEW YORK MELLON,

as Trustee

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
303	1.4
310 (a)(1)	7.9
(a)(2)	7.9
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.9
(b)	7.9
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.5
(b)	12.17
(c)	12.17
313 (a)	7.12
(b)	7.12
(b)(1)	7.12
(b)(2)	7.12
(c)	7.12; 12.1
(d)	7.12
314 (a)	3.12; 12.3
(a)(4)	3.12
(b)	N.A.
(c)(1)	12.2
(c)(2)	12.2
(c)(3)	N.A.
(d)	N.A.
(e)	12.2; 12.3
(f)	N.A.
315 (a)	7.1(b); 7.2
(b)	7.5; 12.1
(c)	7.1(a)
(d)	7.1(c)
(e)	6.11
316 (a) (last sentence)	2.9
(a)(1)(A)	6.5
(a)(1)(B)	6.4
(a)(2)	N.A.
(b)	6.7
(c)	2.14
317 (a)(1)	6.8
(a)(2)	6.9
(b)	2.4
318 (a)	12.16
(c)	12.16

N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be part hereof.

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions and Incorporation by Reference
SECTION 1.1.	Definitions	1
SECTION 1.2.	Other Definitions	32
SECTION 1.3.	Rules of Construction	32
SECTION 1.4.	Incorporation by Reference of Trust Indenture Act	33
ARTICLE II
The Notes
SECTION 2.1.	Form and Dating	33
SECTION 2.2.	Form of Execution and Authentication	36
SECTION 2.3.	Registrar and Paying Agent	37
SECTION 2.4.	Paying Agent to Hold Money in Trust	37
SECTION 2.5.	Lists of Holders of the Notes	38
SECTION 2.6.	Transfer and Exchange	38
SECTION 2.7.	Replacement Notes	48
SECTION 2.8.	Outstanding Notes	49
SECTION 2.9.	Treasury Notes	49
SECTION 2.10.	Temporary Notes	49
SECTION 2.11.	Cancellation	49
SECTION 2.12.	Payment of Interest; Defaulted Interest	49
SECTION 2.13.	CUSIP Numbers	50
SECTION 2.14.	Record Date	51
ARTICLE III
Covenants
SECTION 3.1.	Payment of Notes	51
SECTION 3.2.	Reports and Other Information	51
SECTION 3.3.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	53
SECTION 3.4.	Limitation on Restricted Payments	58
SECTION 3.5.	Liens	64
SECTION 3.6.	Dividend and Other Payment Restrictions Affecting Subsidiaries	64
SECTION 3.7.	Asset Sales	66
SECTION 3.8.	Transactions with Affiliates	69
SECTION 3.9.	Change of Control	71
SECTION 3.10.	Maintenance of Insurance	73
SECTION 3.11.	Additional Guarantors	73
SECTION 3.12.	Compliance Certificate; Statement by Officers as to Default	73
SECTION 3.13.	[Reserved.]	73
SECTION 3.14.	Designation of Restricted and Unrestricted Subsidiaries	73

i

		Page
SECTION 3.15.	Covenant Suspension	74
SECTION 3.16.	Stay, Extension and Usury Laws	75
ARTICLE IV
Merger; Consolidation or Sale of Assets
SECTION 4.1.	When the Issuer or Holdings May Merge or Otherwise Dispose of Assets	75
ARTICLE V
Redemption of Notes
SECTION 5.1.	Optional Redemption	77
SECTION 5.2.	Election to Redeem; Notice to Trustee of Optional and Mandatory Redemptions	77
SECTION 5.3.	Selection by Trustee of Notes to Be Redeemed	78
SECTION 5.4.	Notice of Redemption	78
SECTION 5.5.	Deposit of Redemption Price	79
SECTION 5.6.	Notes Payable on Redemption Date	79
SECTION 5.7.	Notes Redeemed in Part	79
SECTION 5.8.	Offer to Repurchase	80
ARTICLE VI
Defaults and Remedies
SECTION 6.1.	Events of Default	81
SECTION 6.2.	Acceleration	83
SECTION 6.3.	Other Remedies	83
SECTION 6.4.	Waiver of Past Defaults	83
SECTION 6.5.	Control by Majority	83
SECTION 6.6.	Limitation on Suits	84
SECTION 6.7.	Rights of Holders to Receive Payment	84
SECTION 6.8.	Collection Suit by Trustee	84
SECTION 6.9.	Trustee May File Proofs of Claim	84
SECTION 6.10.	Priorities	85
SECTION 6.11.	Undertaking for Costs	85
ARTICLE VII
Trustee
SECTION 7.1.	Duties of Trustee	85
SECTION 7.2.	Rights of Trustee	87
SECTION 7.3.	Individual Rights of Trustee	88
SECTION 7.4.	Disclaimer	88
SECTION 7.5.	Notice of Defaults	88
SECTION 7.6.	Compensation and Indemnity	88
SECTION 7.7.	Replacement of Trustee	89

ii

		Page
SECTION 7.8.	Successor Trustee by Merger	90
SECTION 7.9.	Eligibility; Disqualification	90
SECTION 7.10.	Limitation on Duty of Trustee	90
SECTION 7.11.	Preferential Collection of Claims Against the Issuer	90
SECTION 7.12.	Reports by Trustee to Holders of the Notes	90
ARTICLE VIII
Discharge of Indenture; Defeasance
SECTION 8.1.	Discharge of Liability on Securities; Defeasance	91
SECTION 8.2.	Conditions to Defeasance	92
SECTION 8.3.	Application of Trust Money	93
SECTION 8.4.	Repayment to Issuer	93
SECTION 8.5.	Indemnity for U.S. Government Obligations	93
SECTION 8.6.	Reinstatement	93
ARTICLE IX
Amendments
SECTION 9.1.	Without Consent of Holders	94
SECTION 9.2.	With Consent of Holders	94
SECTION 9.3.	Effect of Consents and Waivers	95
SECTION 9.4.	Notation on or Exchange of Notes	96
SECTION 9.5.	Trustee To Sign Amendments	96
SECTION 9.6.	Compliance with Trust Indenture Act	96
ARTICLE X
Guarantees
SECTION 10.1.	Guarantees	96
SECTION 10.2.	Limitation on Liability; Termination, Release and Discharge	98
SECTION 10.3.	Right of Contribution	99
SECTION 10.4.	No Subrogation	99
SECTION 10.5.	Limitations on Merger	99
ARTICLE XI
INTENTIONALLY OMITTED
ARTICLE XII
Miscellaneous
SECTION 12.1.	Notices	100
SECTION 12.2.	Certificate and Opinion as to Conditions Precedent	101
SECTION 12.3.	Statements Required in Certificate or Opinion	101
SECTION 12.4.	[Reserved]	102

iii

		Page
SECTION 12.5.	Rules by Trustee, Paying Agent and Registrar	102
SECTION 12.6.	Days Other than Business Days	102
SECTION 12.7.	Governing Law	102
SECTION 12.8.	Waiver of Jury Trial	102
SECTION 12.9.	No Recourse Against Others	102
SECTION 12.10.	Successors	102
SECTION 12.11.	Multiple Originals	102
SECTION 12.12.	Variable Provisions	103
SECTION 12.13.	Table of Contents; Headings	103
SECTION 12.14.	Force Majeure	103
SECTION 12.15.	USA Patriot Act	103
SECTION 12.16.	Trust Indenture Act Controls	103
SECTION 12.17.	Communication by Holders of Notes with Other Holders of Notes	103

EXHIBITS

EXHIBIT A	Form of Note
EXHIBIT B	Form of Certificate of Transfer
EXHIBIT C	Form of Certificate of Exchange
EXHIBIT D	Form of Guaranty
EXHIBIT E	Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors

iv

INDENTURE, dated as of October 1, 2010, as amended or supplemented from time to time (this “Indenture”), among ALPHABET MERGER SUB, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Merger Sub”), NBTY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”).

Recitals of the Issuer

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the Notes (as defined herein):

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1.Definitions.

“144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling, controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent, co-registrar or additional paying agent.

“Applicable Premium” means, with respect to any Note on any applicable Redemption Date, the greater of:

(i)1.0% of the then outstanding principal amount of such Note; and

(ii)the excess of (A) the present value at such Redemption Date of (1) the redemption price of the Note at October 1, 2014 as set forth in Section 5.1(a), plus (2) all required interest payments due on such Note through October 1, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date, plus 50 basis points; over (B) the then outstanding principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a “disposition”) or

(2)the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions),

in each case other than:

(a)a sale, exchange or other disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment in the ordinary course of business;

(b)the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Issuer in a manner pursuant to Section 4.1 or any disposition that constitutes a Change of Control;

(c)any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 3.4;

(d)any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value of less than $10.0 million;

(e)any transfer or disposition of property or assets by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer;

(f)the creation of any Lien permitted under this Indenture;

(g)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

2

(h)the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other current assets held for sale in the ordinary course of business and not in connection with any financing transaction;

(i)the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(j)a sale of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

(k)a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(l)any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $20.0 million shall be evidenced by an Officer’s Certificate, and (2) $40.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Issuer;

(m)the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

(n)the sale in a Sale/Leaseback Transaction of any property acquired after the Issue Date within twelve months of the acquisition of such property;

(o)the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business; and

(p)foreclosures, condemnations or any similar action on assets not prohibited by this Indenture.

“Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“Broker-Dealer” means any broker or dealer registered under the Exchange Act.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

3

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1)U.S. Dollars, pounds sterling, euros or the national currency of any participating member state of the European Union;

(2)securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

4

(7)Indebtedness issued by Persons (other than the Sponsor) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8)investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above; and

(9)in the case of Investments by any Restricted Subsidiary that is a Foreign Subsidiary, (x) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (y) Investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (8) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes.

“Change of Control” means the occurrence of any of the following:

(1)the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than one or more of the Permitted Holders; or

(2)Holdings becomes aware of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Equity Interests or otherwise, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of Voting Stock of the Issuer representing 50% or more of the total voting power of the Voting Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Company Order” means a written request or order signed in the name of the Issuer by any Officer.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Issuer’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Financing);

5

(2)interest on Indebtedness described in Section 3.4(b)(xiii)(b) (to the extent not already included in clause (1) above); and

(3)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued;

less interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1)any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any fees, expenses, charges or payments made under or contemplated by the Merger Agreement or otherwise related to the Transactions, shall be excluded;

(2)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3)any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

(4)any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions (including Capital Stock of any Person) or asset dispositions or abandonments other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

(5)any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness, Hedging Obligations and other derivative instruments shall be excluded;

(6)the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Guarantor), shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(7)solely for the purpose of determining the amount available for Restricted Payments under Section 3.4(a)(C)(1), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of

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determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(8)any non-cash compensation expense realized from employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(9)(a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by FASB ASC 815 shall be excluded;

(10)unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 shall be excluded;

(11)any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

(12)accruals and reserves, contingent liabilities and any gains and losses on the settlement of any pre-existing contractual or non-contractual relationships as a result of the Transactions that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

(13)the effect of any non-cash impairment charges or write-ups, write-downs or write-offs of assets (including intangible assets, goodwill and deferred financing costs but excluding accounts receivable) or liabilities resulting from the application of GAAP (including in connection with the Transactions) and the amortization of intangibles arising from the application of GAAP (excluding any non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded; and

(14)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or

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non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements of any expenses and charges pursuant to indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for the purpose of Section 3.4 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Sections 3.4(a)(C)(5) and (6).

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to such extent paid.

“Consolidated Senior Secured Debt Ratio” as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by a Lien as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of unrestricted cash and Cash Equivalents, in each case, that is held by the Issuer and its Restricted Subsidiaries as of such date; provided that this clause (y) shall be limited to $125.0 million; provided, further, that any cash and Cash Equivalents attributable to Foreign Subsidiaries shall be calculated net of any reasonably anticipated repatriation costs and expenses of domesticating such cash and Cash Equivalents from such Foreign Subsidiaries as determined by the Issuer in good faith, to (2) the EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Taxes” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with Section 3.4(b)(xii) which shall be included as though such amounts had been paid as income taxes directly by such Person.

“Consolidated Total Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance

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with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

(b)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Issuer or any Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Guarantor after the Issue Date, provided that:

(1)such Contribution Indebtedness shall be Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes and a Weighted Average Life to Maturity longer than the Weighted Average Life to Maturity of the Notes, and

(2)such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“Corporate Trust Office” shall be at the address of the Trustee specified in Section 12.1 or such other address as to which the Trustee may give notice to the Issuer or Holders pursuant to the procedures set forth in Section 12.1.

“Credit Agreement” means (i) the credit agreement entered into on the Issue Date among the Issuer, Holdings, certain Subsidiaries of the Issuer, the financial institutions named therein and Barclays Bank PLC, as Administrative Agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of

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receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased, replaced or refunded in whole or in part from time to time.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Issuer.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or Holdings or any other direct or indirect parent of the Issuer, as applicable (other than Excluded Equity), that is issued after the Issue Date for cash and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are contributed to the capital of the Issuer (if issued by Holdings or any direct or indirect parent of the Issuer) and excluded from the calculation set forth in Section 3.4(a)(C).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event:

(1)matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Notes (including the purchase of any Notes tendered pursuant thereto)),

(2)is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3)is redeemable at the option of the holder thereof, in whole or in part,

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in each case prior to 91 days after the maturity date of the Notes; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1)Consolidated Taxes; plus

(2)Consolidated Interest Expense; plus

(3)Consolidated Non-cash Charges; plus

(4)the amount of management, monitoring, consulting and advisory fees, termination payments and related expenses paid to the Sponsor (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted by Section 3.8; plus

(5)any expenses or charges (other than Consolidated Non-cash Charges) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to (x) the offering of the Notes or (y) the Transactions, (ii) any amendment or other modification of the Notes or other Indebtedness, (iii) any additional interest in respect of the Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing; plus

(6)the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

(7)the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, costs related to the start up, closure, relocation or consolidation of facilities and costs to relocate employees), plus

(8)all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in note 2 to “Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information” in the Offering Memorandum to the extent such adjustments continue to be applicable and, with respect to the stand-alone costs, to the extent actually incurred, during the period in which EBITDA is being calculated, plus

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(9)any costs or expense incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Guarantor or the net cash proceeds of an issuance of Equity Interests of the Issuer (other than Excluded Equity) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under Section 3.4(a)(C)(1); plus/minus

(10)gains or losses due solely to fluctuations in currency values and the related tax effects,

less, without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of capital stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

(1)public offerings with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-8; and

(2)any such public or private sale that constitutes an Excluded Contribution or Refunding Capital Stock.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

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

“Exchange Notes” means the notes issued in the Exchange Offer pursuant to Section 2.6(i).

“Exchange Offer” has the meaning set forth for such term in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contributions” means the net cash proceeds and Cash Equivalents received by the Issuer after the Issue Date from:

(1)contributions to its common equity capital, and

(2)the sale of Capital Stock (other than Excluded Equity) of the Issuer,

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in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Issuer, the proceeds of which are excluded from the calculation set forth in Section 3.4(a)(C).

“Excluded Equity” means (i) Disqualified Stock, (ii) any Equity Interests issued or sold to a Restricted Subsidiary of the Issuer or any employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries (to the extent such employee stock ownership plan or trust has been funded by the Issuer or any Restricted Subsidiary) and (iii) any Equity Interest that has already been used or designated as (or the proceeds of which have been used or designated as) Cash Contribution Amount, Designated Preferred Stock, Excluded Contribution or Refunding Capital Stock, to increase the amount available under Section 3.4(b)(iv)(a) or clause (15) of the definition of “Permitted Investments” or is proceeds of Indebtedness referred to Section 3.4(b)(xiii)(b).

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Issuer).

“FASB ASC” means the Accounting Standard Codifications as promulgated by the Financial Accounting Standards Board, including any renumbering of such standards or any successor or replacement section or sections promulgated by the Financial Accounting Standards Board.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the Issuer or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations and discontinued operations, in each case with respect to an operating unit of a business, and operational changes, that the Issuer or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.  If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such

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Investment, acquisition, disposition, merger, consolidation discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months).  Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.  For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.  Any such pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act, (2) adjustments calculated to give effect to any Pro Forma Cost Savings and (3) all adjustments of the type used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote (2) under the caption “Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Information” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1)Consolidated Interest Expense of such Person for such period, and

(2)all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries; provided that for purposes of calculating the Fixed Charge Coverage Ratio under Section 3.4(b)(v), all dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries shall be included.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory or the District of Columbia thereof and any direct or indirect Subsidiary of such Restricted Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date (other than with respect to reports under Section 3.2, which shall be as in effect from time to time).  In addition, for purposes of this Indenture, all references to codified accounting standards specifically named herein shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

“Global Note Legend” means the legend set forth in Section 2.1(b) hereof, which is required to be placed on all Global Notes issued under this Indenture.

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“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.1 or 2.6 hereof.

“guarantee” means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture.

“Guarantors” means each Restricted Subsidiary of the Issuer that executes this Indenture as a Guarantor on the Issue Date and each other Restricted Subsidiary of the Issuer that Incurs a Guarantee of the Notes; provided that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1)currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means Alphabet Holding Company, Inc. and its successors.

“IAI Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal amount of the Notes resold to IAIs.

“IAI Notes” means any Initial Notes and any Additional Notes resold to IAIs.

“Incur” means, with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person:

(1)the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or

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similar obligation to a trade creditor, in each case Incurred in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3)to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided that (a) Contingent Obligations Incurred in the ordinary course of business and (b) obligations under or in respect of Receivables Financings shall be deemed not to constitute Indebtedness.

“Indenture” has the meaning set forth in the preamble hereto.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $650,000,000 in aggregate principal amount of 9% Senior Notes due 2018 of the Issuer issued under this Indenture on the Issue Date.

“Initial Purchasers” means Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and such other initial purchasers party to the purchase agreement or future purchase agreements entered into in connection with an offer and sale of Notes.

“Interest Payment Date” means April 1 and October 1 of each year, commencing, in the case of the Initial Notes, on April 1, 2011 and ending at the Stated Maturity of the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition,

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(2)securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency,

(3)investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4)corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained.  In no event shall a guarantee of an operating lease of the Issuer or any Restricted Subsidiary be deemed an Investment.  For purposes of the definition of “Unrestricted Subsidiary” and Section 3.4:

(1)“Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a)the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less

(b)the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2)any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

“Issue Date” means October 1, 2010.

“Issuer” has the meaning set forth in the preamble hereto.

“JV Distributions” means, at any time, 50% of the aggregate amount of all cash dividends or distributions received by the Issuer or any of its Restricted Subsidiaries as a return on an Investment in

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a Permitted Joint Venture during the period from the Acquisition Closing Date through the end of the fiscal quarter most recently ended immediately prior to such date for which financial statements are internally available (provided that the Issuer or any of its Restricted Subsidiaries are not required to reinvest such dividends or distributions in the Permitted Joint Venture).

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means that certain Consulting Services Agreement between the Issuer and T.C. Group V, L.L.C., as amended, restated, modified or replaced as of the date of this Indenture and as may be amended, modified or replaced to the extent such amendment, modification or replacement is not less advantageous to the Holders in any material respect than the Management Agreement as in effect as of the date of this Indenture.

“Management Group” means the group consisting of the executive officers and other management personnel of the Issuer on the Issue Date or who became officers or management personnel of the Issuer or any direct or indirect parent of the Issuer, as applicable, and the Subsidiaries following the Issue Date (other than in connection with a transaction that would otherwise be a Change of Control if such persons were not included in the definition of “Permitted Holders”).

“Merger” means the merger of Merger Sub with and into NBTY, Inc., with NBTY, Inc. surviving such merger, pursuant to the terms of the Merger Agreement.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of July 15, 2010, among NBTY, Inc., Holdings and Alphabet Merger Sub, Inc., as amended up to and including the Issue Date.

“Merger Sub” has the meaning set forth in the preamble hereto.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Cash Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Hedging Obligations in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account

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any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 3.7(b)) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes, the Exchange Notes and any Additional Notes, treated as a single class of securities.

“Notes Custodian” means the custodian with respect to the Global Note (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification in favor of the Trustee and other third parties other than the Holders of the Notes.

“Offering Memorandum” means the confidential Offering Memorandum dated September 22, 2010, used in connection with the offering of the Initial Notes.

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to the Issuer.

“Pari Passu Indebtedness” means:

(1)with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and

(2)with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee.

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“Participant” means, with respect to the Depositary, Euroclear or Clearstream a Person who has an account with the Depositary, respectively (and, with respect to DTC, shall include Euroclear or Clearstream).

“Permanent Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Restricted Period.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 3.7.

“Permitted Debt” shall have the meaning assigned thereto in Section 3.3.

“Permitted Holders” means each of (i) the Sponsor, (ii) the Management Group, with respect to beneficial ownership of Voting Stock of the Issuer representing not more than 10% of the total voting power of the Voting Stock of the Issuer and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which the Persons described in clauses (i) and (ii) are members; provided that, without giving effect to the existence of such group or any other group, the Persons described in clauses (i) and (ii), collectively, beneficially own Voting Stock representing more than 50% of the total voting power of the Voting Stock of the Issuer (subject in the case of the Management Group to the limitation in clause (ii)).  Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter constitute an additional Permitted Holder.  “Beneficial ownership” has the meaning given to such term under Rule 13d-3 under the Exchange Act, or any successor provision.

“Permitted Investments” means:

(1)any Investment in Cash Equivalents;

(2)any Investment in the Issuer (including the Notes) or any Restricted Subsidiary;

(3)any Investment by Restricted Subsidiaries of the Issuer in other Restricted Subsidiaries of the Issuer and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries of the Issuer;

(4)any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

(5)any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 3.7 or any other disposition of assets not constituting an Asset Sale;

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(6)any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date and (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y); provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended;

(7)advances to employees not in excess of $10.0 million outstanding at any one time in the aggregate;

(8)loans and advances to officers, directors and employees for business related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business;

(9)any Investment (x) acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (y) received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes;

(10)Hedging Obligations permitted under Section 3.3(b)(x)

(11)any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (11) that are at the time outstanding, not to exceed the greater of (x) $100.0 million and (y) 2.5% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding; provided, however, that if any Investment pursuant to this clause (11) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (11) for so long as such Person continues to be a Restricted Subsidiary;

(12)Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries existing on the Issue Date in an aggregate amount, taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets at the time of such Investment, at any one time outstanding; provided, that the Investments permitted pursuant to this clause (12) may be increased by the amount of JV Distributions, without duplication of dividends or distributions increasing amounts available pursuant to Section 3.4(a)(C);

(13)additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment

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being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

(14)Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding; provided that no Default or Event of Default exists at the time of any such Investment or would result therefrom;

(15)Investments the payment for which consists of Equity Interests (other than Excluded Equity) of the Issuer or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 3.4(a)(C);

(16)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(17)Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(18)any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

(19)Investments of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of an entity merged into or consolidated with a Restricted Subsidiary of the Issuer in a transaction that is not prohibited by Section 4.1 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(20)repurchases of the Notes; and

(21)guarantees of Indebtedness permitted to be incurred under Section 3.3, and performance guarantees in the ordinary course of business.

“Permitted Joint Venture” means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which the Issuer or a Restricted Subsidiary beneficially owns at least 40% of the shares of Equity Interests of such Person.

“Permitted Liens” means, with respect to any Person:

(1)pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or

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U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2)Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(3)Liens for taxes, assessments or other governmental charges (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;

(4)Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to clauses (i), (iv), (xvii) or (xx) of the definition of “Permitted Debt”; provided that, (x) in the case of clause (iv), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof; and (y) in the case of clause (xx), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary that is not a Guarantor;

(7)Liens existing on the Issue Date;

(8)Liens on assets of, or Equity Interest in, a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other assets of the Issuer or any Restricted Subsidiary of the Issuer;

(9)Liens on assets at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets owned by the Issuer or any Restricted Subsidiary of the Issuer;

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(10)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 3.3;

(11)Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

(14)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15)Liens in favor of the Issuer or any Guarantor;

(16)Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing;

(17)deposits made in the ordinary course of business to secure liability to insurance carriers;

(18)Liens on the Equity Interests of Unrestricted Subsidiaries;

(19)grants of software and other technology licenses in the ordinary course of business;

(20)judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(21)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(22)Liens Incurred to secure cash management services (and other “bank products”), owed to a lender under the Credit Agreement (or any Affiliate of such lender) at the time such services were entered into in the ordinary course of business;

(23)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (24); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness

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described under clauses (6), (7), (8), (9), (10), (11) and (24) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(24)Liens securing Pari Passu Indebtedness permitted to be Incurred pursuant Section 3.3; provided that at the time of any Incurrence of Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) under this clause (24), the Consolidated Senior Secured Debt Ratio shall not be greater than 4.00 to 1.00;

(25)other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed the greater of (x) $87.5 million and (y) 2.0% of Total Assets at the time of Incurrence of such obligation, at any one time outstanding;

(26)Liens on the assets of a joint venture to secure Indebtedness of such joint venture Incurred pursuant to clause (xxi) of the definition of “Permitted Debt”;

(27)Liens on equipment of the Issuer or any Restricted Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(28)Liens created for the benefit of (or to secure) all of the Notes or the Guarantees;

(29)Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Indenture;

(30)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business;

(31)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and

(32)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (ii) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

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“Private Placement Legend” means the legend set forth in Section 2.1(c) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions hereof.

“Pro Forma Cost Savings” means, without duplication, with respect to any period, the reductions in costs and other operating improvements or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to a pro forma event within twelve months of the date of such pro forma event and that are reasonable and factually supportable, as if all such reductions in costs and other operating improvements or synergies had been effected as of the beginning of such period, decreased by any recurring incremental expenses incurred or to be incurred during such four-quarter period in order to achieve such reduction in costs.  Pro Forma Cost Savings described in the preceding sentence shall be accompanied by a certificate delivered to the Trustee from the Issuer’s chief financial officer that outlines the specific actions taken or to be taken and the net cost reductions and other operating improvements or synergies achieved or to be achieved from each such action and certifies that such cost reductions and other operating improvements or synergies meet the criteria set forth in the preceding sentence.

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1)the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary,

(2)all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Issuer), and

(3)the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure any Credit Agreement shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

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“Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:

(a)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b)with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, and

(c)to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

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“Record Date” for the interest payable on any applicable Interest Payment Date means March 15 and September 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated the Issue Date by and among Merger Sub, the Issuer, the Guarantors and the Initial Purchasers, as amended, supplemented or otherwise modified from time to time and (ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Temporary Regulation S Global Note or Permanent Regulation S Global Note, as applicable.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Replacement Assets” means (1) tangible assets that will be used or useful in a Similar Business or (2) substantially all the assets of a Similar Business or a majority of the Voting Stock of any Person engaged in a Similar Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means, in relation to the Initial Notes, the 40 consecutive days beginning on and including the later of (A) the day on which the Initial Notes are offered to persons other than distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date; and, in relation to any Additional Notes that bear the Private Placement Legend, it means the comparable period of 40 consecutive days.

“Restricted Subsidiary” means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person.  Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary

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transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Similar Business” means any business engaged in by the Company or any of its Restricted Subsidiaries on the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date.

“Sponsor” means (1) T.C. Group L.L.C. and (2) one or more investment funds advised, managed or controlled by T.C. Group L.L.C. and, in each case (whether individually or as a group) their Affiliates (but excluding any operating portfolio companies of the foregoing).

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee.

“Subsidiary” means, with respect to any Person (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of the Voting Stock is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, (2) any partnership, joint venture or limited liability company of which (x) more than 50% of

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the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP.

“Temporary Regulation S Global Note” means a temporary Global Note in the form of Exhibit A hereof bearing the Global Note Legend, the Private Placement Legend, and the Temporary Regulation S Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903.

“Temporary Regulation S Legend” means the legend set forth in Section 2.1(e).

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture.

“Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“Transactions” means the transactions contemplated by the Merger Agreement and as described in the Offering Memorandum under the heading “The Transactions,” including the borrowings under the Credit Agreement, the offering of the Notes and the satisfaction and discharge of the existing notes on the Issue Date.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 1, 2014; provided, however, that if the period from such redemption date to October 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means any officer within the corporate trust department of the Trustee, with direct responsibility for performing the Trustee’s duties under this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee including any vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means The Bank of New York Mellon until a successor replaces it and, thereafter, means the successor.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

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“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1)any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person pursuant to Section 3.14; and

(2)any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are:

(1)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

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SECTION 1.2.Other Definitions.

Term	Defined in Section
“actual knowledge”	7.2(g)
“Additional Notes”	2.2
“Affiliate Transaction”	3.8(a)
“Agent Member”	2.1(c)
“Asset Sale Offer”	3.7(c)
“Change of Control Offer”	3.9(b)
“Covenant Suspension Event”	3.15
“Defaulted Interest”	2.12
“DTC”	2.1(b)
“Event of Default”	6.1
“Excess Proceeds”	3.7(c)
“Guarantor Obligations”	10.1(a)
“IAIs”	2.2
“IPO”	3.4(b)(iv)
“Offer Amount”	5.8
“Offer Period”	5.8
“Offer to Repurchase”	5.8
“Paying Agent”	2.3
“Permitted Debt”	3.3(b)
“Purchase Date”	5.8(a)
“Redemption Date”	5.4
“Refinancing Indebtedness”	3.3(b)(xiv)
“Refunding Capital Stock”	3.4(b)(ii)
“Registrar”	2.3
“Resale Restriction Termination Date”	2.6(k)
“Restricted Payments”	3.4(a)
“Retired Capital Stock”	3.4(b)(ii)
“Reversion Date”	3.15
“Special Interest Payment Date”	2.12(a)
“Special Record Date”	2.12(a)
“Successor Company”	4.1(a)(i)
“Successor Guarantor”	4.1(b)(i)
“Suspended Covenants”	3.15
“Suspension Period”	3.15

SECTION 1.3.Rules of Construction.  Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

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(e)words in the singular include the plural and words in the plural include the singular;

(f)unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(g)references to sections of, or rules under, the Securities Act or Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i)the words “herein,” “hereof” and “hereunder” and any other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and

(j)any requirement to pay interest on the Notes shall include all Additional Interest required pursuant to the Registration Rights Agreement or Section 6.1.

SECTION 1.4.Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part hereof.

The following TIA term used in this Indenture has the following meanings:

“obligor” on the Notes means each of the Issuer and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by the SEC rule under the TIA have the meanings so assigned to them.

ARTICLE II

The Notes

SECTION 2.1.Form and Dating.

(a)The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part hereof.  The Notes may have notations, legends or endorsements approved as to form by the Issuer, and required by law, stock exchange rule, agreements to which the Issuer is subject or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b)The Notes shall initially be issued in the form of one or more Global Notes and The Depository Trust Company (“DTC”), its nominees, and their respective successors, shall act as the Depositary with respect thereto.  Each Global Note (i) shall be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (ii) shall be delivered by the Trustee to such Depositary or held by the Trustee as custodian for the Depositary pursuant to such Depositary’s instructions, and (iii) shall bear a Global Note Legend in substantially the following form:

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

(c)Except as permitted by Section 2.6(g), any Note not registered under the Securities Act shall bear the following Private Placement Legend on the face thereof:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE ISSUER,

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OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

(d)Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear an Original Issue Discount Legend in substantially the following form on the face thereof:

FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS DEBT INSTRUMENT BEARS ORIGINAL ISSUE DISCOUNT.  INFORMATION INCLUDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND THE YIELD TO MATURITY WILL BE MADE AVAILABLE TO THE HOLDER UPON REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE ISSUER AT NBTY, INC., 2100 SMITHTOWN AVENUE, RONKONKOMA, NY 11779, FACSIMILE: (631) 567-7148.

(e)The Temporary Regulation S Global Note shall bear a legend in substantially the following form:

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE ISSUERS, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE

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WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever, including but not limited to notices and payments.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.  Any notice to be delivered to DTC (including, but not limited to, a notice of redemption) may be delivered electronically by the Trustee in accordance with applicable procedures of DTC.

SECTION 2.2.Form of Execution and Authentication.  An Officer shall sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $650,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) subject to compliance with Section 3.3, one or more series of Notes (“Additional Notes”) for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A) in an unlimited amount (and if issued with a Private Placement Legend, the same principal amount of Exchange Notes in exchange therefor upon consummation of an Exchange Offer for such Additional Notes), in each case upon written order of the Issuer in the form of an Officer’s Certificate, which Officer’s Certificate shall, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 3.3.  In addition, each such Officer’s Certificate shall specify the amount of Notes to be authenticated, the date on which the

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Notes are to be authenticated, whether the securities are to be Initial Notes, Exchange Notes or Additional Notes and the aggregate principal amount of Notes outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as Global Notes or Definitive Notes.  Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction.  All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or consent as a separate class on any matter.

The Initial Notes and any Additional Notes shall be resold initially only to (A) QIBs and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  Such Initial Notes and Additional Notes may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in accordance with Rule 501 of the Securities Act in accordance with the procedures described herein.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Issuer or any Affiliate of the Issuer.

SECTION 2.3.Registrar and Paying Agent.  The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”) and (ii) an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Issuer may appoint one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.  The Issuer may change any Paying Agent, Registrar or co-registrar without prior notice to any Holder of a Note.  The Issuer shall notify the Trustee in writing and the Trustee shall notify the Holders of the Notes of the name and address of any Agent not a party to this Indenture.  The Issuer may act as Paying Agent, Registrar or co-registrar.  The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.  The agreement shall implement the provisions hereof that relate to such Agent.  The Issuer shall notify the Trustee in writing of the name and address of any such Agent.  If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.11.

The Issuer initially appoints the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes.

SECTION 2.4.Paying Agent to Hold Money in Trust.  The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment.  While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuer at any time may require a Paying Agent to pay all money held by such Paying Agent to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Issuer) shall have no further liability for the money delivered

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to the Trustee.  If the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent.

SECTION 2.5.Lists of Holders of the Notes.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of the Notes and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of the Notes, including the aggregate principal amount of the Notes held by each thereof, and the Issuer shall otherwise comply with TIA § 312(a).

SECTION 2.6.Transfer and Exchange.

(a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  Global Notes shall be exchanged by the Issuer for Definitive Notes, subject to any applicable laws, only (i) if the Issuer delivers to the Trustee notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes and the Issuer fails to appoint a successor Depositary after the date of such notice from the Depositary or (ii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes.  In any such case, the Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, certificated Notes shall be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the related Notes.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a).  However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b), (c) or (i) below.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions hereof and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth in this Indenture to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with the applicable subparagraphs below.

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, no transfer of beneficial interests in a Regulation S Global Note may be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) unless permitted by applicable law and made in compliance with Sections 2.6(b)(ii) and (iii) below.  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i) unless specifically stated above.

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(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (B) (1) if Definitive Notes are at such time permitted to be issued pursuant to this Indenture, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.  Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.6(i) below, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes (or delivered in accordance with Applicable Procedures).  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(m) below.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, if applicable.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above, and

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution

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of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement and such Broker-Dealer complies with the terms of the Registration Rights Agreement; or

(D)the Registrar receives the following:

(y)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(z)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuer in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.2, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer and Exchange of Beneficial Interests for Definitive Notes.

(i)Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes.  Subject to Section 2.6(a), if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

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(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof, if applicable;

(F)if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(m) below, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the certificate a Restricted Definitive Note in the appropriate principal amount.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding Sections 2.6(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.6(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

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(A)such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement and such Broker-Dealer complies with the terms of the Registration Rights Agreement; or

(D)the Registrar receives the following:

(y)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(z)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof,

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuer in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)Transfer and Exchange of Beneficial Interests in Unrestricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.6(a), if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii) above, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(m) below, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the certificate a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) shall not bear the Private Placement Legend.

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(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(ii)Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not

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(1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement and such Broker-Dealer complies with the terms of the Registration Rights Agreement; or

(D)the Registrar receives the following:

(y)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(z)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuer in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Transfer and Exchange of Unrestricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from an Unrestricted Definitive Note or a Restricted Definitive Note, as the case may be, to a beneficial interest is effected pursuant to Section 2.6(d)(ii)(B), (d)(ii)(D) or (d)(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.2, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes or Restricted Definitive Notes, as the case may be, so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of

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transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(f)Transfer of Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including, if the Issuer so requests, a certification and/or Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in compliance with the Securities Act.

(g)Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if

(A)such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Issuer;

(B)any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement and such Broker-Dealer complies with the terms of the Registration Rights Agreement; or

(D)the Registrar receives the following:

(y)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(z)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive

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Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel of the Holder or the Issuer in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(h)Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(i)Exchange Offer.  Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.2 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance and (ii) subject to Section 2.6(a) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in an Exchange Offer by Persons that make the certifications in the applicable Letters of Transmittal required by Section 2(a) of the Registration Rights Agreement, and accepted for exchange in an Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amounts.

(j)Temporary Regulation S Global Note.

(1)Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(2)During the Restricted Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred (i) to the Issuer, (ii) in an offshore transaction in accordance with Rule 904 of Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note) or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

(3)Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Temporary Regulation S Global Note shall be exchanged for beneficial interests in a Permanent Regulation S Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures.  Simultaneously with

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the authentication of the corresponding Permanent Regulation S Global Note, the Trustee shall cancel the corresponding Temporary Regulation S Global Note.  The aggregate principal amount of a Temporary Regulation S Global Note and a Permanent Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(4)Notwithstanding anything to the contrary in this Sections 2.6, a beneficial interest in the Temporary Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(k)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note (other than an Unrestricted Global Note) and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the Private Placement Legend.

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(l)Global Note Legend.  Each Global Note shall bear the Global Note Legend.

(m)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(n)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s order in accordance with Section 2.2 or at the Registrar’s request.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.7, 3.9 and 5.7).

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(iii)The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits hereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)Neither the Registrar nor the Issuer shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii)The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2.

(viii)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile or electronically.

(ix)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x)Neither the Trustee, the Issuer nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.7.Replacement Notes.  If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon the written order of the Issuer signed by two Officers of the Issuer, shall authenticate a replacement Note if the Trustee’s requirements for replacements of Notes are met.  The Holder must supply indemnity or security sufficient in the judgment of the Trustee (with respect to the Trustee) and the Issuer (with respect to the Issuer) to protect the Issuer, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Note is replaced.  The Issuer and the Trustee may charge for their fees and expenses in replacing a Note including amounts to cover any tax, assessment, fee or other governmental charge that may be imposed in relation thereto.

Every replacement Note is an obligation of the Issuer.

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SECTION 2.8.Outstanding Notes.  The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding.

If a Note is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 3.1 hereof, it shall cease to be outstanding and interest on it shall cease to accrue.

Subject to Section 2.9, a Note does not cease to be outstanding because the Issuer, a Subsidiary of the Issuer or an Affiliate of the Issuer holds the Note.

SECTION 2.9.Treasury Notes.  In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Subsidiary of the Issuer or any Affiliate of the Issuer shall be considered as though not outstanding, except that for purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer actually knows to be owned by the Issuer, any Subsidiary of the Issuer, or any Affiliate of the Issuer shall be considered as not outstanding.  Upon request of the Trustee, the Issuer shall promptly furnish to the Trustee an Officer’s Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons, and the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

SECTION 2.10.Temporary Notes.  Until Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall upon written order of the Issuer signed by two Officers of the Issuer authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer and the Trustee consider appropriate for temporary Notes.  Without unreasonable delay, the Issuer shall prepare and the Trustee, upon receipt of the written order of the Issuer signed by two Officers of the Issuer, shall authenticate Definitive Notes in exchange for temporary Notes.  Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes.

SECTION 2.11.Cancellation.  The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of all canceled Notes in its customary manner (subject to the record retention requirements of the Exchange Act), and upon the written request of the Issuer, the Trustee shall deliver copies of such canceled Notes to the Issuer.  The Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.Payment of Interest; Defaulted Interest.  Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3.

Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to

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the Holder on the regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Issuer, at its election in each case, as provided in clause (a) or (b) below:

(a)The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice unless a shorter period shall be acceptable to the Trustee) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Issuer of such Special Record Date, and in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 12.1, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b)The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause (b), such manner of payment shall be deemed practicable by the Trustee.

Notwithstanding the foregoing, if any such Interest Payment Date (other than an Interest Payment Date at maturity) would otherwise be a day that is not a Business Day, then the Interest Payment Date shall be postponed to the next succeeding Business Day (except if that Business Day falls in the next succeeding calendar month, then interest shall be paid on the immediately preceding Business Day).  If the maturity date of the Notes is a day that is not a Business Day, all payments to be made on such day shall be made on the next succeeding Business Day, with the same force and effect as if made on the maturity date.  In either of such cases, no additional interest shall be payable as a result of such delay in payment.

Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13.CUSIP Numbers.  The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use).  The Trustee shall not be responsible for the use of CUSIP numbers,

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and the Trustee makes no representation as to their correctness as printed on any Note or notice to Holders.  The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

SECTION 2.14.Record Date.  The Record Date for purposes of determining the identity of Holders of the Notes entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316(c).

ARTICLE III

Covenants

SECTION 3.1.Payment of Notes.  The Issuer shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture.  Principal, premium, if any, and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes.

Notwithstanding anything to the contrary contained in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

SECTION 3.2.Reports and Other Information.

(a)Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC, and provide the Trustee and Holders with copies thereof, without cost to each Holder:

(i)within 90 days after the end of each fiscal year (other than for the fiscal year ended September 30, 2010, which shall be 105 days after the end of such fiscal year) (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,

(ii)within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10-Q containing the information required to be contained therein (or any successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information, and

(iii)within the time period specified for filing current reports on Form 8-K by the SEC, such other reports on Form 8-K (or any successor or comparable form);

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provided , however, that the Issuer shall not be so obligated to file such reports with the SEC prior to the effectiveness of any registration statement pursuant to the Registration Rights Agreement, in which event the Issuer shall put such information on its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(b)Notwithstanding the foregoing, prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement with respect to the Notes, the Issuer shall not be required to furnish any information, certificates or reports required by (i) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Item 10(e) or Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (iii) solely in respect of business combinations or acquisitions consummated prior to the Issue Date, Rule 3-05 of Regulation S-X or (iv) Rule 3-09 of Regulation S-X.

(c)For so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required to be provided shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the management’s discussion and analysis of financial information, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

(d)For avoidance of doubt, the obligations of the Issuer under this Section 3.2 shall commence with respect to the first quarter that ends after the Issue Date.

(e)In addition, to the extent not satisfied by the foregoing, the Issuer shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(f)Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer or any direct or indirect parent of the Issuer (including Holdings) has filed such reports with the SEC via the EDGAR (or successor) filing system and such reports are publicly available.

(g)Notwithstanding the foregoing, the requirement to provide the information and reports referred to in Sections 3.2(a)(i), (ii) and (iii) shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the registration of the Notes under the Securities Act by the filing (within the time periods specified for such filings in the Registration Rights Agreement) with the SEC of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act.

(h)So long as Notes are outstanding, the Issuer shall also:

(i)as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

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(ii)post to their website and on IntraLinks or any comparable password-protected online data system, which shall require a confidentiality acknowledgment (but not restrict the recipients of such information in trading of securities of the Issuer or its affiliates), prior to the date of the conference call required to be held in accordance with Section 3.2(h)(i), announcing the time and date of such conference call and either including all information necessary to access the call or informing Holders of Notes, prospective investors, market makers affiliated with any Initial Purchaser and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information.

SECTION 3.3.Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)(1) the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (2) the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided , however, that the Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary that is a Guarantor may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets at the time of Incurrence, at any one time outstanding.

(b)The foregoing limitations will not apply to (collectively, “Permitted Debt”):

(i)the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement, the guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount not to exceed $2,300.0 million outstanding at any one time, less the aggregate amount of all permanent reductions of Indebtedness thereunder as a result of principal payments actually made with Net Cash Proceeds from Asset Sales;

(ii)the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes (not including any Additional Notes) and the Guarantees, as applicable (and any Exchange Notes and Guarantees thereof);

(iii)Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) and other than any Indebtedness being repaid or irrevocably defeased on the Issue Date as part of the Transactions);

(iv)Indebtedness (including, without limitation, Capitalized Lease Obligations and mortgage financings as purchase money obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries

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and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of the Issuer or its Restricted Subsidiaries or in a Similar Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference, including all Indebtedness Incurred and Disqualified Stock or Preferred Stock issued to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred and Disqualified Stock or Preferred Stock issued pursuant to this clause (iv), not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets at the time of Incurrence, at any one time outstanding;

(v)Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(vi)indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of the Issuer in accordance with the terms of this Indenture not exceeding the proceeds of such disposition, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(vii)Indebtedness of the Issuer to a Restricted Subsidiary; provided that (x) such Indebtedness shall be subordinated to the Issuer’s Obligations with respect to the Notes and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii);

(viii)shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (viii);

(ix)Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that (x) if a Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);

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(x)Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(xi)obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(xii)Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of any Restricted Subsidiary of the Issuer in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), does not exceed the greater of (x) $150.0 million and (y) 3.5% of Total Assets at the time of Incurrence, at any one time outstanding;

(xiii)any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable;

(xiv)the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Issuer that serves to refund, refinance, replace, redeem, repurchase, retire or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under Section 3.3(a) and Sections 3.3(b)(ii), (iii), (xiv), (xv) and (xviii) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums, fees and expenses in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired;

(2)has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired;

(3)to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness;

(4)is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate

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principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus (y) the amount of premium, fees and expenses Incurred in connection with such refinancing; and

(5)shall not include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness of the Issuer or a Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

(xv)Indebtedness, Disqualified Stock or Preferred Stock (i) of the Issuer or any of its Restricted Subsidiaries Incurred to finance an acquisition and (ii) of Persons that are acquired by the Issuer or any of its Restricted Subsidiaries or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition and the Incurrence of such Indebtedness, Disqualified Stock or Preferred Stock, either:

(1)the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; or

(2)the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

(xvi)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its Incurrence;

(xvii)Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(xviii)Contribution Indebtedness;

(xix)Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xx)Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed the greater of (x) $100.0 million or (y) 2.25% of Total Assets at the time of such Incurrence, at any one time outstanding;

(xxi)Indebtedness of a joint venture to the Issuer or any Guarantor and to the other holders of Equity Interests of such joint venture, so long as the percentage of the aggregate amount of such Indebtedness of such joint venture owed to such other holders of its Equity Interests does not exceed the percentage of the aggregate outstanding amount of the Equity Interests of such joint venture held by such other holders;

(xxii)Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

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(xxiii)Indebtedness owed on a short-term basis to banks and other financial institutions Incurred in the ordinary course of business of the Issuer and the Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and the Restricted Subsidiaries;

(xxiv)Indebtedness consisting of Indebtedness issued by the Issuer or any Restricted Subsidiary to future, current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in Section 3.4(b)(iv);

(xxv)customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xxvi)Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s-length commercial terms;

(xxvii)Indebtedness incurred by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to defease or satisfy and discharge the Notes in accordance with this Indenture;

(xxviii)guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates; and

(xxix)the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of guarantees of Indebtedness incurred by Permitted Joint Ventures; provided that the aggregate principal amount of Indebtedness Guaranteed pursuant to this clause (xxix) does not at any one time outstanding exceed $50.0 million.

For purposes of determining compliance with this Section 3.3, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant; provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (a) and the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness.  Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.  Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

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For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar-equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

SECTION 3.4.Limitation on Restricted Payments.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)declare or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii)purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or Holdings or any other direct or indirect parent of the Issuer;

(iii)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of the definition of “Permitted Debt”; or

(iv)make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(A)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(B)immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 3.3(a); and

(C)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1) and (8) of the next succeeding paragraph, but

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excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication;

(1)50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from October 1, 2010 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus

(2)100% of the aggregate net proceeds, including cash and the Fair Market Value of assets other than cash, received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer (other than Excluded Equity), including such Equity Interests issued upon exercise of warrants or options; plus

(3)100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value of property other than cash after the Issue Date (other than Excluded Equity); plus

(4)the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of the Issuer or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any Restricted Subsidiary (other than to the extent such employee stock ownership plan or trust has been funded by the Issuer or any Restricted Subsidiary)) which has been converted into or exchanged for Equity Interests in the Issuer or Holdings or any other direct or indirect parent of the Issuer (other than Excluded Equity); plus

(5)100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by the Issuer or any Restricted Subsidiary from:

(A)the sale or other disposition (other than to the Issuer or a Subsidiary of the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 3.4(b)(vii) or (x));

(B)the sale (other than to the Issuer or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any Restricted Subsidiary (other than to the extent such employee stock ownership plan or trust has been funded by the Issuer or any Restricted Subsidiary)) of the Capital Stock of an Unrestricted Subsidiary; or

(C)any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus

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(6)in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer, in each case after the Issue Date, the Fair Market Value of the Investment of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 3.4(b)(vii) or (x) or constituted a Permitted Investment).

(b)The provisions of Section 3.4(a) shall not prohibit:

(i)the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Indenture;

(ii)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer or Holdings or any other direct or indirect parent of the Issuer, or Subordinated Indebtedness of the Issuer or any Guarantor, in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or Holdings or any other direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than Excluded Equity) (collectively, including any such contributions, “Refunding Capital Stock”); and

(b)the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

(iii)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness thereof;

(iv)the purchase, retirement, redemption or other acquisition (or dividends to Holdings or any other direct or indirect parent of the Issuer to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of the Issuer or Holdings or any other direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer or Holdings or any other direct or indirect parent of the Issuer or any Subsidiary of the Issuer (or their permitted transferees) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (iv) shall not exceed (x) $10.0 million in any calendar year or (y) subsequent to the consummation of an underwritten public Equity Offering of common stock of the Issuer or Holdings or any other direct or indirect parent of the Issuer or any Subsidiary of the Issuer (an “IPO”), $20.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next two succeeding calendar years up to a maximum of (1) $15.0 million in the aggregate in any calendar year or (2) subsequent to the consummation of an IPO, $25.0 million in any calendar year); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed;

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(a)the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Excluded Equity) of the Issuer or Holdings or any other direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or Holdings or any other direct or indirect parent of the Issuer that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under Section 3.4(a)(C)); plus

(b)the cash proceeds of key man life insurance policies received by the Issuer or Holdings or any other direct or indirect parent of the Issuer (to the extent contributed to the Issuer) and its Restricted Subsidiaries after the Issue Date;

(provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year); in addition, cancellation of Indebtedness owing to the Issuer from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture;

(v)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and any Preferred Stock of any Restricted Subsidiaries issued or Incurred in accordance with Section 3.3;

(vi)the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock and the declaration and payment of dividends to Holdings or any other direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of Holdings or any other direct or indirect parent of the Issuer issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by the Issuer from the sale (or the contribution of the net cash proceeds from the sale) of Designated Preferred Stock;

(vii)any Restricted Payments made in connection with the consummation of the Transactions or as contemplated by the Merger Agreement, including any payments or loans made to Holdings or any other direct or indirect parent to enable it to make any such payments, and the satisfaction and discharge of the existing Notes, in each case, as described in or contemplated by the Offering Memorandum;

(viii)the payment of dividends on the Issuer’s common stock (or the payment of dividends to Holdings or any other direct or indirect parent of the Issuer to fund the payment by Holdings or any other direct or indirect parent of the Issuer of dividends on such entity’s common stock) of up to 6.0% per annum of the net cash proceeds received by the Issuer from any public offering of common stock or contributed to the Issuer by Holdings or any other direct or indirect parent of the Issuer from any public offering of common stock;

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(ix)Restricted Payments that are made with Excluded Contributions;

(x)other Restricted Payments in an aggregate amount not to exceed the greater of (x) $75.0 million and (y) 1.75% of Total Assets, at the time of such Restricted Payment, at any one time outstanding;

(xi)the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Restricted Subsidiaries pursuant to provisions similar to those described under Sections 3.7 and 3.9; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Issuer (or a third party to the extent permitted by this Indenture) has made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

(xii)for so long as the Issuer is a member of a group filing a consolidated or combined income tax return with Holdings or any other direct or indirect parent of the Issuer, the payment of dividends or other distributions to Holdings or such other direct or indirect parent of the Issuer in amounts required for Holdings or such other parent company to pay federal, state and local income taxes imposed on such entity to the extent such income taxes are attributable to the income of the Issuer and its Subsidiaries; provided, however, that (i) the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that the Issuer and its Subsidiaries that are members of such consolidated or combined group would have been required to pay in respect of federal, state and local income taxes (as the case may be) in respect of such year if the Issuer and its Subsidiaries paid such income taxes directly as a stand-alone consolidated or combined income tax group (reduced by any such taxes paid directly by the Issuer or any Subsidiary) and (ii) the permitted payment pursuant to this clause (xii) with respect to any taxes attributable to income of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Issuer or any Restricted Subsidiary for the purposes of paying such consolidated, combined or similar taxes;

(xiii)the payment of dividends, other distributions or other amounts to, or the making of loans to Holdings or any other direct or indirect parent, in the amount required for such entity to, if applicable:

(a)pay amounts equal to the amounts required for Holdings or any other direct or indirect parent of the Issuer to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any other direct or indirect parent of the Issuer, if applicable, and general corporate operating and overhead expenses of Holdings or any other direct or indirect parent of the Issuer, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Issuer and its Subsidiaries;

(b)pay, if applicable, amounts equal to amounts required for Holdings or any direct or indirect parent of Holdings to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer (other than as Excluded Equity)

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and that has been guaranteed by, and is otherwise considered Indebtedness of, the Issuer or any Restricted Subsidiary Incurred in accordance with Section 3.3;

(c)pay fees and expenses incurred by Holdings or any other direct or indirect parent, other than to Affiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent; and

(d)payments to the Sponsor (a) pursuant to the Management Agreement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the Holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, including in connection with the consummation of the Transactions, which payments are (x) made pursuant to agreements with the Sponsor described in the Offering Memorandum or (y) approved by a majority of the Board of Directors of the Issuer in good faith;

(xiv)the payment of cash dividends or other distributions on the Issuer’s Capital Stock used to, or the making of loans to Holdings or any other direct or indirect parent of the Issuer to, fund the payment of fees and expenses owed by the Issuer or Holdings or any other direct or indirect parent of the Issuer, as the case may be, or Restricted Subsidiaries of the Issuer to Affiliates, in each case to the extent permitted by Section 3.8;

(xv)(a) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (b) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(xvi)purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(xvii)payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer;

(xviii)the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary of Holdings by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or cash equivalents); and

(xix)the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuer;

provided , however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (iv), (vi), (viii), (ix), (x), (xi) and (xviii) of this Section 3.4(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

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As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries.  The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

For purposes of this Section 3.4, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuer may divide and classify such Investment or Restricted Payment in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

SECTION 3.5.Liens.

(a)The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, that secures any Obligations of the Issuer or such Restricted Subsidiary, unless (1) in the case of Liens securing Subordinated Indebtedness, the Notes or any applicable Guarantee is secured by a Lien on such assets of the Issuer or such Restricted Subsidiary and proceeds thereof that is senior in priority to such Liens; or (2) in all other cases, the Notes or the applicable Guarantee is equally and ratably secured with or prior to such Obligation with a Lien on the same assets of the Issuer or such Restricted Subsidiary, as the case may be.

(b)Section 3.5(a) shall not require the Issuer or any Restricted Subsidiary of the Issuer to secure the Notes if the relevant Lien consists of a Permitted Lien.  Any Lien which is granted to secure the Notes or such Guarantee under the preceding paragraph shall be automatically released and discharged at the same time as the release of the Lien (other than a release following enforcement of remedies in respect of such Lien or the Obligations secured by such Lien) that gave rise to the obligation to secure the Notes or such Guarantee under the preceding paragraph.

SECTION 3.6.Dividend and Other Payment Restrictions Affecting Subsidiaries.  The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)(i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b)make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(c)sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;

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except in each case for such encumbrances or restrictions existing under or by reason of:

(i)contractual encumbrances or restrictions in effect or entered into on the Issue Date, including pursuant to the Credit Agreement and the other documents relating to the Credit Agreement;

(ii)this Indenture, the Notes and any Exchange Notes and Guarantees thereof;

(iii)applicable law or any applicable rule, regulation or order;

(iv)any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(v)customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

(vi)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(vii)customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;

(viii)purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business to the extent imposing restrictions of the nature discussed in clause (c) above on the property so acquired;

(ix)customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (c) above on the property subject to such lease;

(x)any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(xi)other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payment on the Notes (as determined by the Issuer in good faith);

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(xii)any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;

(xiii)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make anticipated principal or interest payment on the Notes (as determined by the Issuer in good faith);

(xiv)existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(xv)Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 3.3; and

(xvi)any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 3.7.Asset Sales.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(i)the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(ii)except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; provided, however that the amount of:

(1)any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement

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that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability;

(2)any Notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

(3)any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 2.25% of Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

shall each be deemed to be Cash Equivalents for the purposes of this clause (2).

(b)Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option:

(i)to permanently reduce Obligations under any Secured Indebtedness and, in the case of revolving obligations thereunder, to correspondingly reduce commitments with respect thereto;

(ii)to permanently reduce Obligations under (x) other Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under such other Pari Passu Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes if the Notes are then redeemable at par or, if the Notes are not redeemable at par, by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Notes that would otherwise be redeemed) or (y) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer (provided that in the case of any reduction of any revolving obligations pursuant to this clause (ii), the Issuer or such Restricted Subsidiary shall effect a corresponding reduction of commitments with respect thereto);

(iii)to an Investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case used or useful in a Similar Business; or

(iv)to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties or assets that replace the properties and assets that are the subject of such Asset Sale; or

(v)any combination of the foregoing;

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provided that the Issuer and its Restricted Subsidiaries shall be deemed to have complied with the provisions described in clauses (iii) and (iv) of this Section 3.7(b) if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clauses (iii) and (iv) of this Section 3.7(b), and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

(c)Pending the final application of any such Net Cash Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents.  Any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in Section 3.7(b) will be deemed to constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to Asset Sales, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $30.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.  To the extent that the aggregate amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and Pari Passu Indebtedness, as appropriate, surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or its agent shall select such other Indebtedness to be purchased in the manner described below.  Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d)The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the Notes pursuant to an Asset Sale Offer.  To the extent that the Asset Sale provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

(e)If more Notes are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase will be made in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not listed, on a pro rata basis (and in such manner as complies with applicable legal requirements); provided, that the selection of Notes for purchase shall not result Holder with a principal amount of Notes less than the minimum denomination to the extent practicable.

(f)Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with DTC procedures.  If any Note

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is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Holder thereof upon cancellation of the original Note.  On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.

SECTION 3.8.Transactions with Affiliates.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless:

(i)such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(ii)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above.

(b)The provisions of Section 3.8(a) will not apply to the following:

(i)(a) transactions between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of the Issuer and Holdings or any other direct parent of the Issuer, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

(ii)(a) Restricted Payments permitted by this Indenture and (b) Permitted Investments;

(iii)any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or Holdings or (to the extent relating to the business of the Issuer and its Subsidiaries) any other direct or indirect parent of the Issuer;

(iv)transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

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(v)payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business;

(vi)any agreement as in effect as of the Issue Date (other than the Management Agreement) or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;

(vii)the Management Agreement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (so long as not more disadvantageous to the Holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date) or any transaction or payments (including reimbursement of out-of-pocket expenses) contemplated thereby;

(viii)the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Merger Agreement, any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto or similar transactions, arrangements or agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or under any similar transaction, arrangement or agreement entered into after the Issue Date shall only be permitted by this clause (viii) to the extent that the terms of any such existing transaction, arrangement or agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Notes in any material respect than the original transaction, arrangement or agreement as in effect on the Issue Date;

(ix)(a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with Unrestricted Subsidiaries in the ordinary course of business;

(x)any transaction effected as part of a Qualified Receivables Financing;

(xi)the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

(xii)payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor or any of its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to agreements with the Sponsor described in the Offering Memorandum or (y) approved by a majority of the Board of Directors of the Issuer in good faith;

(xiii)any contribution to the capital of the Issuer (other than Disqualified Stock);

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(xiv)any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person;

(xv)transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or Holdings or any other direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other Person;

(xvi)the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 3.4(b)(xii);

(xvii)transactions to effect the Transactions and the payment of all transaction, underwriting, commitment and other fees and expenses related to the Transactions;

(xviii)pledges of Equity Interests of Unrestricted Subsidiaries;

(xix)the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;

(xx)any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries with current, former or future officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries and the payment of compensation to officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(xxi)transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(xxii)the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future; and

(xxiii)investments by the Sponsor in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Sponsor in connection therewith).

SECTION 3.9.Change of Control.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase

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(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuer has previously elected to redeem the Notes pursuant to Article V of this Indenture.

(b)Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes as described under Section 5.1, the Issuer shall mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee describing:

(i)that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date);

(ii)the transaction or transactions that constitute such Change of Control;

(iii)the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(iv)the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes purchased.

(c)Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date.  Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his selection to have such Note purchased.

(d)On the purchase date, all Notes purchased by the Issuer under this Section 3.9 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.  With respect to any Note purchased in part, the Issuer will issue a new Note in a principal amount equal at maturity to the unpurchased portion of the original Note in the name of the Holder upon cancellation of the original Note.

(e)Notwithstanding the foregoing provisions of this Section 3.9, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(f)Prior to any Change of Control Offer, the Company shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with.

(g)The Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.9.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.9, the Issuer shall comply with the applicable securities

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laws and regulations and shall not be deemed to have breached its obligations under this Section 3.9 by virtue of such compliance.

(h)A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control.

SECTION 3.10.Maintenance of Insurance.  The Issuer and the Subsidiary Guarantors shall maintain with financially sound and reputable insurance companies not Affiliates of the Issuer, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

SECTION 3.11.Additional Guarantors.  If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement of the Issuer or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, to (i) execute and deliver to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.  However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

Each Guarantee shall be released in accordance Section 10.2(b).

SECTION 3.12.Compliance Certificate; Statement by Officers as to Default.  The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer ending after the Issue Date, an Officer’s Certificate to the effect that to the best knowledge of the signer thereof on behalf of the Issuer, the Issuer is or is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Issuer (through its own action or omission or through the action or omission of any Guarantor as applicable) shall be in default, specifying all such defaults and the nature and status thereof of which such signer may have knowledge. To the extent required by the TIA, each Guarantor shall comply with TIA § 314(a)(4). The individual signing any certificate given by any Person pursuant to this Section 3.12 shall be the principal executive, financial or accounting officer of such Person, in compliance with TIA § 314(a)(4).

So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 3.13.[Reserved.].

SECTION 3.14.Designation of Restricted and Unrestricted Subsidiaries.

(a)The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an

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Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:

(i)the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(ii)if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4.

(b)The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)(1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 3.3, or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

(y)no Event of Default shall have occurred and be continuing.

(c)Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with this Section 3.14.

SECTION 3.15.Covenant Suspension.

(a)If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Sections 3.3, 3.4, 3.6, 3.7, 3.8, and 4.1(a)(iv) (collectively, the “Suspended Covenants”) shall no longer be applicable to such Notes.

(b)In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time pursuant to Section 3.15(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.

(c)Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero.

(d)In the event of any reinstatement of the Suspended Covenants pursuant to Section 3.15(b), no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the

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amount of Restricted Payments made shall be calculated as though Section 3.4 had been in effect prior to, but not during the Suspension Period; provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified to have been Incurred or issued pursuant to Section 3.3(b)(iii).  In addition, for purposes of Section 3.8, all agreements and arrangements entered into by Holdings and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of Section 3.6, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section will be deemed to have been existing on the Issue Date.

The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date.  The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Covenant Suspension Event or Reversion Date.

SECTION 3.16.Stay, Extension and Usury Laws.  The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee or the Collateral Agent, but shall suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE IV

Merger; Consolidation or Sale of Assets

SECTION 4.1.When the Issuer or Holdings May Merge or Otherwise Dispose of Assets.

(a)The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the Merger) unless:

(i)the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;

(ii)the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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(iii)immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(iv)immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either:

(1)the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.3(a); or

(2)the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(v)if the Successor Company is other than the Issuer, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(vi)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.

The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes.  Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer, and (b) the Issuer may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(b)Subject to Section 10.5, each Guarantor shall not, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Merger) unless:

(i)either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee or (b) such sale or disposition or consolidation or merger is not in violation of Section 3.7;

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(ii)immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; and

(iii)the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

(c)Subject to Article X, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee, and such Guarantor shall automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee.  Notwithstanding the foregoing, (1) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) a Guarantor may merge or consolidate with another Guarantor or the Issuer and (3) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

ARTICLE V

Redemption of Notes

SECTION 5.1.Optional Redemption.

(a)The Notes may be redeemed, in whole at any time, or in part from time to time, subject to the conditions and at the redemption prices set forth in Paragraph 7 of the form of Note set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date.

(b)In connection with any redemption of Notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering.  In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

(c)Unless the Issuer defaults in the payment of the redemption price, interest and Additional Interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

SECTION 5.2.Election to Redeem; Notice to Trustee of Optional and Mandatory Redemptions.  If the Issuer elects to redeem Notes pursuant to Section 5.1, the Issuer shall furnish to the Trustee, at least 2 Business Days for Global Notes and 10 calendar days for Definitive Notes before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 5.4, an Officer’s Certificate setting forth (a) the paragraph or subparagraph of such Note and/or Section of this

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Indenture pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the principal amount of the Notes to be redeemed and (d) the redemption price.  The Issuer may also include a request in such Officer’s Certificate that the Trustee give the notice of redemption in the Issuer’s name and at its expense and setting forth the information to be stated in such notice as provided in Section 5.4.  The Issuer shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 5.3.

SECTION 5.3.Selection by Trustee of Notes to Be Redeemed.  If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes for redemption on a pro rata basis unless otherwise required by law, the Depositary or applicable stock exchange requirements; provided, however, that no Notes in an unauthorized denomination shall be redeemed in part.  No Notes of $2,000 or less can be redeemed in part.  If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed.  A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note in accordance with Section 5.7.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

SECTION 5.4.Notice of Redemption.  The Issuer shall mail or cause to be mailed by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address not less than 30 nor more than 60 days prior to a date fixed for redemption (a “Redemption Date”), to each Holder of Notes to be redeemed.  The Trustee may give notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII.

All notices of redemption shall state:

(a)the Redemption Date,

(b)the redemption price and the amount of accrued interest, if any, to, but excluding, the Redemption Date payable as provided in Section 5.6, if any,

(c)if less than all outstanding Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption,

(d)in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed,

(e)that on the Redemption Date the redemption price (and accrued interest, if any, to, but excluding, the Redemption Date payable as provided in Section 5.6) shall become due and payable upon each such Note, or the portion thereof, to be redeemed, and, unless the Issuer defaults

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in making the redemption payment, that interest on Notes called for redemption (or the portion thereof) shall cease to accrue on and after said date,

(f)the place or places where such Notes are to be surrendered for payment of the redemption price and accrued interest, if any,

(g)the name and address of the Paying Agent,

(h)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price,

(i)the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes, and

(j)the Section of this Indenture pursuant to which the Notes are to be redeemed.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.  Such Officer’s Certificate shall state that all conditions precedent to the delivery of such notice have been complied with.

SECTION 5.5.Deposit of Redemption Price.  Prior to 10:00 a.m. New York City time, on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.4) an amount of money sufficient to pay the redemption price of, and accrued interest on, all the Notes which are to be redeemed on that date.

SECTION 5.6.Notes Payable on Redemption Date.  Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after such date (unless the Issuer shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Issuer at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

If a Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Issuer.

SECTION 5.7.Notes Redeemed in Part.  Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 (with, if the Issuer so requires, due endorsement by,

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or a written instrument of transfer in form satisfactory to the Issuer duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note at the expense of the Issuer, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered, provided that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 5.8.Offer to Repurchase.  In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below.

(a)The Offer to Repurchase shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Proceeds Amount, as applicable (the “Offer Amount”) to the purchase of Notes and such other Pari Passu Indebtedness, if any, (in each instance, on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Repurchase.  Payment for any Notes so purchased shall be made pursuant to Section 3.1.

(b)If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase.

(c)Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase.  The notice, which shall govern the terms of the Offer to Repurchase, shall state:

(i)that the Offer to Repurchase is being made pursuant to this Section 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open;

(ii)the Offer Amount, the purchase price and the Purchase Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date;

(v)that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof only;

(vi)that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a Depositary,

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if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii)that, if the aggregate principal amount of Notes and, if applicable, other Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and, if applicable, other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and other Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

(d)On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.8.  The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

ARTICLE VI

Defaults and Remedies

SECTION 6.1.Events of Default.  Each of the following is an Event of Default:

(i)a default in any payment of interest on any Note when due continued for 30 days;

(ii)a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration or otherwise;

(iii)the failure by the Issuer or any of its Restricted Subsidiaries to comply for 60 days after written notice with any of its other agreements contained in the Notes or this Indenture;

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(iv)the failure by the Issuer or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $45.0 million or its foreign currency equivalent;

(v)the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(1)commences a voluntary case;

(2)consents to the entry of an order for relief against it in any voluntary case;

(3)consents to the appointment of a Custodian of it or for any substantial part of its property; or

(4)makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;

(vi)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1)is for relief against the Issuer or any Significant Subsidiary in an involuntary case;

(2)appoints a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property; or

(3)orders the winding up or liquidation of the Issuer or any Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

(vii)failure by the Issuer or any Significant Subsidiary to pay final and non-appealable judgments aggregating in excess of $45.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent insurance companies), which judgments are not discharged, waived or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(viii)the Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof), or any Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture, and such Default continues for 10 days.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any

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judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (iii) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of outstanding Notes notify the Issuer of the default and the Issuer does not cure such default within the time specified in clause (iii) of this Section 6.1 after receipt of such notice

SECTION 6.2.Acceleration.  If an Event of Default (other than an Event of Default specified in Sections 6.1(v) or (vi) above with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes by written notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable.  Upon such a declaration, such principal and interest will be due and payable immediately.  If an Event of Default arising from Sections 6.1(v) or (vi) of the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

SECTION 6.3.Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture (including sums owed to the Trustee and its agents and counsel) and the Guarantees.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

SECTION 6.4.Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than such nonpayment of principal or interest that has become due as a result of such acceleration).  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if prior to the earlier of (i) a declaration of acceleration pursuant to the preceding paragraph and (ii) 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

SECTION 6.5.Control by Majority.  The Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for

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any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Noteholders or that would involve the Trustee in personal liability unless such Holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.  Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.6.Limitation on Suits.  Subject to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.  Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(i)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(ii)Holders of at least 25% of the aggregate principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(iii)such Holders have offered the Trustee security or indemnity reasonably satisfactory to it in any loss, liability or expense;

(iv)the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(v)the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

SECTION 6.7.Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium (if any) or interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8.Collection Suit by Trustee.  If an Event of Default specified in Section 6.1(i) or (ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.6.

SECTION 6.9.Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, its Subsidiaries or their respective creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders (pursuant to the written direction of Holders of a majority in principal amount of the then outstanding Notes) in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent

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to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.6.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in such proceeding.

SECTION 6.10.Priorities.  The Trustee shall pay out any money or property received by it in the following order:

First:  to the Trustee for amounts due under Section 7.6;

Second:  to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:  to the Issuer or, to the extent the Trustee receives any amount for any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section.  At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes.

ARTICLE VII

Trustee

SECTION 7.1.Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee shall not be under any obligation to exercise any of the rights or powers under this Indenture, the Notes and the Guarantees at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity, security or prefunding satisfactory to the Trustee in its sole discretion against any loss, liability or expense it may incur.

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(b)Except during the continuance of an Event of Default of which a Trust Officer has actual knowledge, the Trustee:

(i)undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of gross negligence or bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee under this Indenture, the Notes and the Guarantees, as applicable.  However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture, the Notes and the Guarantees as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)this Section 7.1(c) does not limit the effect of Section 7.1(b);

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.

(d)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(e)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f)No provision of this Indenture, the Notes or the Guarantees shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(h)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee, security, prefunding or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

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SECTION 7.2.Rights of Trustee.

(a)The Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)The Trustee may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e)The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes and the Guarantees shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes and the Guarantees in good faith and in accordance with the advice or opinion of such counsel.

(f)The Trustee shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or other paper or document made or in connection with this Indenture; moreover, the Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture or any other agreement, instrument or document, or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g)The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.”  “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.

(h)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(k)The Trustee shall not have any duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof or (B) to see to any insurance.

(l)The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty.

SECTION 7.3.Individual Rights of Trustee.  Subject to the TIA each of the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors or their Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Trustee must comply with Section 7.9.  In addition, the Trustee shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.

SECTION 7.4.Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or the Guarantees, it shall not be accountable for the Issuer’s use of the Notes or the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication or for the use or application of any funds received by any Paying Agent other than the Trustee.

SECTION 7.5.Notice of Defaults.  If a Default occurs and is continuing and is actually known to the Trustee, the Trustee shall mail to each Holder notice of the Default within 90 days after it is known to the Trustee.  Except in the case of a Default in the payment of principal of, premium (if any) or interests on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Holders.

SECTION 7.6.Compensation and Indemnity.  The Issuer shall pay to the Trustee from time to time such compensation for their services as the parties shall agree in writing from time to time.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including Paying Agent, and Registrar), and each of their officers, directors, employees, counsel and agents, against any and all loss, liability or expense (including, but not limited to, reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust

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and the performance of their duties hereunder and under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture (including this Section 7.6), the Notes and the Guarantees and of defending itself against any claims (whether asserted by any Holder, the Issuer or otherwise).  The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel.  The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee as a result of its own willful misconduct, negligence or bad faith.

To secure the Issuer’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.  The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer.

The Issuer’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge of this Indenture and the resignation or removal of the Trustee.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Pursuant to Section 10.1, the obligations of the Issuer hereunder are jointly and severally guaranteed by the Guarantors.

SECTION 7.7.Replacement of Trustee.  The Trustee may resign at any time by so notifying the Issuer.  The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Issuer and the Trustee in writing and may appoint a successor Trustee.  The Issuer shall remove the Trustee if:

(i)the Trustee fails to comply with Section 7.9;

(ii)the Trustee is adjudged bankrupt or insolvent;

(iii)a receiver or other public officer takes charge of the Trustee or its property; or

(iv)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.6.  All costs reasonably incurred in connection with any resignation or removal hereunder shall be borne by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Notes

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may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.9, unless the Trustee’s duty to resign is stayed, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.7, the Issuer’s obligations under Section 7.6 shall continue for the benefit of the retiring Trustee.

SECTION 7.8.Successor Trustee by Merger.  If the Trustee, consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.9.Eligibility; Disqualification.  The Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most recent filed annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).

SECTION 7.10.Limitation on Duty of Trustee.  The Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Notes and the Guarantees by the Issuer, the Guarantors or any other Person.

SECTION 7.11.Preferential Collection of Claims Against the Issuer.  The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12.Reports by Trustee to Holders of the Notes.  Within 60 days after each May 1, beginning with May 1, 2011, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which any Notes are listed in accordance with TIA § 313(d).  The Issuer shall promptly notify the Trustee in writing when any Notes are listed on any stock exchange and of any delisting thereof.

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ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.1.Discharge of Liability on Securities; Defeasance.  This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes:

(a)when (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b)the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and

(c)the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Subject to Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”).  The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.  In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations.

If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default.  If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of its obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viii).

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Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(d)Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article 8 shall survive until the Notes have been paid in full.  Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.

SECTION 8.2.Conditions to Defeasance.

(a)The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(i)the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any) and interest on the applicable Notes when due at maturity or redemption, as the case may be;

(ii)the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be;

(iii)91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(v) or (vi) with respect to the Issuer occurs which is continuing at the end of the period;

(iv)the deposit does not constitute a default under any other agreement binding on the Issuer;

(v)the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment Issuer under the Investment Issuer Act of 1940;

(vi)in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(vii)in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

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(viii)the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with.

Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article V.

Notwithstanding the foregoing, the Opinion of Counsel required by the clause (vi) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

SECTION 8.3.Application of Trust Money.  The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes.

SECTION 8.4.Repayment to Issuer.  Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in this Article VIII which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect legal defeasance or covenant defeasance, as applicable, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this Section 8.4.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors.

SECTION 8.5.Indemnity for U.S. Government Obligations.  The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.6.Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Issuer and each Guarantor under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if the Issuer or the Guarantors has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

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ARTICLE IX

Amendments

SECTION 9.1.Without Consent of Holders.  Notwithstanding Section 9.2 hereof, this Indenture, the Notes and Guarantees may be amended by the Issuer and the Trustee without notice to or consent of any Holder:

(i)to cure any ambiguity, omission, mistake, defect or inconsistency;

(ii)to conform the text of this Indenture, the Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum;

(iii)to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under this Indenture and the Notes;

(iv)to provide for uncertificated Notes in addition to or in place of certificated Securities; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

(v)to add or release Guarantees with respect to the Notes in accordance with the terms of this Indenture;

(vi)to secure the Notes;

(vii)to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer;

(viii)to make any change that does not adversely affect the rights of any Holder in any material respect;

(ix)to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA;

(x)to provide for the issuance of Additional Notes to the extent permitted by Section 3.3 as in effect prior to such amendment, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or

(xi)to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture.

SECTION 9.2.With Consent of Holders.

(a)This Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the

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Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).  However, without the consent of each Holder of an outstanding note affected, no amendment may (with respect to any notes held by a non-consenting Holder):

(i)reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment;

(ii)reduce the rate of or extend the time for payment of interest on any Note;

(iii)reduce the principal of or change the Stated Maturity of any Note;

(iv)reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under Section 5.1;

(v)make any Note payable in money other than that stated in such Note;

(vi)impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(vii)make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions;

(viii)make the Notes or any Guarantee subordinated in right of payment to any other obligations; or

(ix)modify the Guarantees in any manner adverse to the Holders.

(b)It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

(c)After an amendment under this Section 9.2 becomes effective, the Issuer shall (or shall cause the Trustee, at the expense of and at the request of the Issuer, to) mail to the Holders of Notes affected thereby a notice briefly describing such amendment.  The failure of the Issuer to mail such notice, or any defect therein, shall not in any way impair or affect the validity of an amendment under this Section 9.2.

SECTION 9.3.Effect of Consents and Waivers.  A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.  After an amendment or waiver becomes effective, it shall bind every Holder unless it makes a change described in clauses (i) through (x) of Section 9.2(a), in which case the amendment or waiver or other action shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Notes.  An amendment or waiver made pursuant to Section 9.2 shall become effective upon receipt by the Trustee of the requisite number of written consents.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding the immediately

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preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.4.Notation on or Exchange of Notes.  If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee.  The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder.  Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

SECTION 9.5.Trustee To Sign Amendments.  The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing any amendment, supplement or waiver pursuant to this Article IX, the Trustee shall be entitled to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to customary exceptions.

SECTION 9.6.Compliance with Trust Indenture Act.  Every amendment to this Indenture and the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

ARTICLE X

Guarantees

SECTION 10.1.Guarantees.

(a)Subject to the provisions of this Article X, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees, as guarantor and not as a surety, with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Issuer under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation.

(b)Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Issuer of any of the Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment.  Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations.

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(c)Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations.

(d)Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

(e)Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and Article VIII.  Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.

(f)In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).

(g)Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee.

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(h)Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

(i)Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.

SECTION 10.2.Limitation on Liability; Termination, Release and Discharge.

(a)Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(b)A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon:

(1)the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture;

(2)the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4 and the definition of “Unrestricted Subsidiary;”

(3)in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the notes pursuant to Section 3.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the notes, except if a release or discharge is by or as a result of payment under such other guarantee;

(4)the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; or

(5)the release or discharge of the guarantee by such Guarantor of the obligations under the Credit Agreement, except a discharge or release by or as a result of payment under such guarantee.

(c)If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors will be released from their Guarantees, if any.

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(d)In the case of this Section 10.2(b), the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(e)The release of a Guarantor from its Guarantee and its obligations under this Indenture in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Person.

SECTION 10.3.Right of Contribution.  Each Guarantor hereby agrees that to the extent that any such Guarantor shall have paid more than its proportionate share of any payment made on the obligations under its Guarantee, such Guarantor shall be entitled to seek and receive contribution from and against the Issuer or any other Guarantor who has not paid its proportionate share of such payment.  The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

SECTION 10.4.No Subrogation.  Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

SECTION 10.5.Limitations on Merger.  A Guarantor will not, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Merger) unless:

(1)either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee or (b) such sale or disposition or consolidation or merger is not in violation of Section 3.7;

(2)immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the

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time of such transaction) no Default or Event of Default shall have occurred and be continuing; and

(3)the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) a Guarantor may merge or consolidate with another Guarantor or the Issuer and (3) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

ARTICLE XI

INTENTIONALLY OMITTED

ARTICLE XII

Miscellaneous

SECTION 12.1.Notices.  Notices given by publication shall be deemed given on the first date on which publication is made, and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing.  Any notice or communication shall be in writing and delivered in person, by facsimile or mailed by first-class mail addressed as follows:

if to the Issuer or any Guarantor:

Alphabet Holding Company, Inc.

520 Madison Avenue

New York, NY  10022

Facsimile:  (212) 381-8019

Attention:  Elliot Wagner

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY  11779

Facsimile:  (631) 218-7341

Attention:  Irene B. Fisher, Esq.

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if to the Trustee:

The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, NY  10286

Facsimile:  (212) 815-5704 

Attention:  Corporate Trust Administration

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.  Any notice or communication shall also be so mailed or delivered to any Person described in TIA § 313(c), to the extent required by the TIA.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods.  If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

SECTION 12.2.Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture (except in connection with the original issuance of Notes on the date hereof), the Issuer shall furnish to the Trustee:

(i)an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with;

(ii)an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with; and

(iii)if required by the TIA, an Independent Certificate from a firm of certified public accountants meeting the applicable requirements therein.

SECTION 12.3.Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and also shall include:

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(i)a statement that the individual making such certificate or opinion has read such covenant or condition;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.

SECTION 12.4.[Reserved].

SECTION 12.5.Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by, or a meeting of, Holders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.6.Days Other than Business Days.  If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.  If a regular Record Date is not a Business Day, the Record Date shall not be affected.

SECTION 12.7.Governing Law.  This Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 12.8.Waiver of Jury Trial.  EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.9.No Recourse Against Others.  An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 12.10.Successors.  All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.11.Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture.

102

SECTION 12.12.Variable Provisions.  The Issuer initially appoints the Trustee as Paying Agent and Registrar and custodian with respect to any Global Notes.

SECTION 12.13.Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.14.Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 12.15.USA Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee and the Trust Officers, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.  The parties to this agreement agree that they shall provide the Trustee and the Trust Officers with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

SECTION 12.16.Trust Indenture Act Controls.  If any provision hereof limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 12.17.Communication by Holders of Notes with Other Holders of Notes.  Holders of the Notes may communicate pursuant to TIA § 312(b) with other Holders of Notes with respect to their rights under this Indenture or the Notes.  The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

ALPHABET MERGER SUB, INC.
By:
	Name:
	Title:
NBTY, INC.
By:
	Name:
	Title:

[Signature Page to Indenture]

5100 NEW HORIZONS BOULEVARD, LLC

AMERICAN HEALTH, INC.

ARCO PHARMACEUTICALS, INC.

DE TUINEN LTD.

FOOD SYSTEMS, INC.

GOOD ‘N NATURAL MANUFACTURING CORP.

HEALTHWATCHERS (DE), INC.

HOLLAND & BARRETT, LTD.

MET-RX NUTRITION, INC.

MET-RX SUBSTRATE TECHNOLOGY, INC.

MET-RX USA, INC.

NABARCO ADVERTISING ASSOCIATES, INC.

NATURE’S BOUNTY INC.

NATURE’S BOUNTY, INC.

NATURE’S BOUNTY MANUFACTURING CORP.

NATURESMART, LLC

NBTY CHINA, INC.

NBTY CHINA HOLDINGS, INC.

NBTY DISTRIBUTION, INC.

NBTY FLIGHT SERVICES, LLC

NBTY GLOBAL, INC.

NBTY TRANSPORTATION, INC.

NBTY UKRAINE, INC.

NBTY UKRAINE 1, LLC

NBTY UKRAINE 2, LLC

NUTRITION HEADQUARTERS (DE), INC.

PRECISION ENGINEERED LIMITED (USA)

PURITAN’S PRIDE, INC.

PURITAN’S PRIDE OF JAPAN, INC.

PURITAN’S PRIDE RETAIL STORES, INC.

REXALL, INC.

REXALL SUNDOWN, INC.

RICHARDSON LABS, INC.

SOLGAR HOLDINGS, INC.

SOLGAR MEXICO HOLDINGS, LLC

THE NON-IRRADIATED HERBAL MANUFACTURERS GROUP, LLC

VITAMIN WORLD CHINA, INC.

VITAMIN WORLD OF GUAM LLC

VITAMIN WORLD ONLINE, INC.

VITAMIN WORLD OUTLET STORES, INC.

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.

By:
Name:	Harvey Kamil
Title:	President and Treasurer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary

[Signature Page to Indenture]

NBTY ACQUISITION, LLC
NBTY LENDCO, LLC
By:
Name:	Harvey Kamil
Title:	President
By:
Name:	Hans Lindgren
Title:	Secretary
NBTY MANUFACTURING, LLC
By:
Name:	Hans Lindgren
Title:	Secretary
By:
Name:	Joseph Looney
Title:	Treasurer
SOLGAR, INC.
THE ESTER C COMPANY
By:
Name:	Harvey Kamil
Title:	President and Chief Financial Officer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary

[Signature Page to Indenture]

ARTHRITIS RESEARCH CORP.
DIABETES AMERICAN RESEARCH CORP.
NBTY GLOBAL DISTRIBUTION, INC.
UNITED STATES NUTRITION, INC.
VITAMIN WORLD, INC.
By:
Name:	Harvey Kamil
Title:	Treasurer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary
NBTY CAH COMPANY
NBTY CAM COMPANY
NBTY PAH, LLC
By:
Name:	Hans Lindgren
Title:	Secretary
By:
Name:	Joseph Looney
Title:	President and Treasurer

[Signature Page to Indenture]

THE BANK OF NEW YORK MELLON, as Trustee
By:
	Name:
	Title:

[Signature Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

Global Note Legend, if applicable

Private Placement Legend, if applicable

Temporary Regulation S Legend, if applicable

A-1

No. [      ]	Principal Amount $[                            ],
	as revised by the Schedule of Increases
	or Decreases in the Global Note attached hereto
	CUSIP NO.

NBTY, INC.

9% Senior Note due 2018

NBTY, Inc., a Delaware corporation, promises to pay to [                                     ], or registered assigns, the initial principal amount set forth on the Schedule of Increases or Decreases in the Global Note attached hereto, as revised by the Schedule of Increases or Decreases in the Global Note attached hereto, on October 1, 2018.

Interest Payment Dates:  April 1 and October 1.

Record Dates:  March 15 and September 15.

Additional provisions of this Note are set forth on the other side of this Note.

A-2

NBTY, INC.
By:
	Name:
	Title:

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK MELLON
as Trustee, certifies that this is one of the Notes referred to in the Indenture.
By:
	Authorized Signatory	Date:

A-4

[FORM OF REVERSE SIDE OF NOTE]

9% Senior Note due 2018

1.Interest

NBTY, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Issuer shall pay interest semiannually on April 1 and October 1 of each year, with the first interest payment to be made on April 1, 2011.(1)  Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from October 1, 2010.(2)  The Issuer shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Issuer shall pay interest on overdue principal at 2% per annum in excess of the above rate and shall pay interest on overdue installments of interest at such higher rate to the extent lawful.

2.Method of Payment

By no later than 10:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest.  The Issuer shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the March 15 and September 15 next preceding the Interest Payment Date unless Notes are cancelled, repurchased or redeemed after the record date and before the Interest Payment Date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Issuer shall pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by the Depositary.  The Issuer shall make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof.

3.Paying Agent and Registrar

Initially, The Bank of New York Mellon, duly organized and existing under the laws of the United States of America and having a corporate trust office at [              ] (“Trustee”), shall act as Paying Agent and Registrar.  The Issuer may appoint and change any Paying Agent, Registrar or co-

(1)With respect to the Initial Notes.

(2)With respect to the Initial Notes.

A-5

registrar without notice to any Holder.  The Issuer or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.Indenture

The Issuer issued the Notes under an Indenture dated as of October 1, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture.  Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Securities Act for a statement of those terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Notes are senior unsecured obligations of the Issuer.  This Note is one of the 9% Senior Notes due 2018 referred to in the Indenture.  The Notes include (i) $650,000,000 aggregate principal amount of the Issuer’s 9% Senior Notes due 2018 issued under the Indenture on October 1, 2010 (herein called “Initial Notes”), (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) if and when issued, additional 9% Senior Notes due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to October 1, 2010 (herein called “Additional Notes”).  The Indenture contains the terms and restrictions set forth in the Indenture or made a part of the Indenture pursuant to the requirements of the TIA.

5.Guarantee

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally Guaranteed (and future guarantors shall unconditionally Guarantee), jointly and severally, such obligations on a senior unsecured basis.

6.Intentionally Omitted

7.Redemption

(a)On and after October 1, 2014, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of the DTC, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Year	Percentage
2014	104.500	%
2015	102.250	%
2016 and thereafter	100.000	%

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(b)At any time prior to October 1, 2014, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(c)At any time and from time to time on or prior to October 1, 2013, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by Holdings or any other direct or indirect parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) equal to 109% plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture.

(d)In connection with any redemption of Notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

(e)Unless the Issuer defaults in the payment of the redemption price, interest and Additional Interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(f)Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Article V of the Indenture.

[8.Registration Rights Agreement.

The Notes are entitled to the benefit of the Registration Rights Agreement.](3)

(3)To be included in Notes bearing the Private Placement Legend.

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9.Change of Control; Asset Sales

(a)If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) as provided in, and subject to the terms of, the Indenture.

(b)In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed.

(c)In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date).  Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

10.Denominations; Transfer; Exchange

The Notes are in registered form without coupons in denominations of principal amount of $2,000 and whole multiples of $1,000 in excess thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Notes for a period beginning 15 Business Days before an Interest Payment Date and ending on such Interest Payment Date.

11.Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

12.Unclaimed Money

If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another person.  After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment.

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13.Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations (sufficient, without reinvestment, in the opinion of a nationally-recognized certified public accounting firm) for the payment of principal, premium (if any) and interest on the Notes to redemption or maturity, as the case may be.

14.Amendment, Waiver

The Indenture and the Notes may be amended or waived as set forth in Article IX of the Indenture.

15.Defaults and Remedies

Events of Default shall be as set forth in Article VI of the Indenture.

If an Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding may declare all the Notes to be due and payable immediately.  Certain events of bankruptcy or insolvency with respect to the Issuer are Events of Default which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Notes unless each receives indemnity or security reasonably satisfactory to the Trustee.  Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

16.Trustee Dealings with the Issuer

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

17.No Recourse Against Others

A director, officer, employee, incorporator, stockholder or controlling person, as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release shall be part of the consideration for the issue of the Notes.

18.Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

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19.Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

20.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures the Issuer has caused CUSIP numbers to be printed on the Notes.  No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon.

21.Successor Entity

When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity shall be released from those obligations.

22.Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type.  Requests may be made to:

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779

Facsimile:  (631) 218-7341

Attention:  Irene B. Fisher, Esq.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                        agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: Your Signature:

Signature Guarantee:
	(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of the Note shall be $ [                            ].  The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of decrease in
Principal Amount of this
Global Note Amount of increase in
Principal Amount of this
Global Note Principal Amount of this
Global Note following
such decrease or
increase Signature of authorized
signatory of Trustee or
Notes Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

o	o
3.7	3.9

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.7 or  3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or integral multiples of $1,000 in excess thereof):  $

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of the Note)

Signature Guarantee:
	(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779
Facsimile:  (631) 218-7341
Attention:  Irene B. Fisher, Esq.

The Bank of New York Mellon
101 Barclay Street, Floor 8W

New York, NY  10286
Facsimile:  (212) 815-5704

Attention:  Corporate Trust Administration

Re:  9% Senior Notes due 2018

Reference is hereby made to the Indenture, dated as of October 1, 2010 (the “Indenture”), among NBTY, Inc., as Issuer (the “Issuer”), the Guarantors named therein and The Bank of New York Mellon, as Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $         in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.oCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.oCheck if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act

B-1

and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the  facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.oCheck and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or an Unrestricted Global Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)osuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)oor such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c)osuch Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)osuch Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit E to the Indenture and (2) if such Transfer is in

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respect of a principal amount of Notes at the time of transfer of less than $250,000,  an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.oCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)oCheck if Transfer is pursuant to Rule 144.  (i)  The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)oCheck if Transfer is pursuant to Regulation S.  (i)  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)oCheck if Transfer is pursuant to other exemption.  (i)  The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend

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printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)oa beneficial interest in the:

(i)o144A Global Note (CUSIP [               ]), or

(ii)oRegulation S Global Note (CUSIP [               ]),  or

(iii)oIAI Global Note (CUSIP [               ]),  or

(b)oa Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)oa beneficial interest in the:

(i)o144A Global Note  (CUSIP [               ]),  or

(ii)oRegulation S Global Note (CUSIP [               ]), or

(iii)oUnrestricted Global Note  (CUSIP [               ]),  or

(iv)oIAI Global Note (CUSIP [               ]),  or

(b)oa Restricted Definitive Note; or

(c)oan Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779
Facsimile:  (631) 218-7341
Attention:  Irene B. Fisher, Esq.

The Bank of New York Mellon
101 Barclay Street, Floor 8W

New York, New York 10286
Facsimile:  (212) 815-5704

Attention:  Corporate Trust Administration

Re:  9% Senior Notes due 2018

 (CUSIP [             ])

Reference is hereby made to the Indenture, dated as of October 1, 2010 (the “Indenture”), among NBTY, Inc., as Issuer (the “Issuer”), the Guarantors named therein and The Bank of New York Mellon, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                 in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture

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and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)oCheck if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] _ 144A Global Note, _ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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EXHIBIT D

[FORM OF GUARANTY]

Pursuant to the Indenture (the “Indenture”) dated as of October 1, 2010 among NBTY, Inc. (“Issuer”), the Guarantors party thereto (each a “Guarantor” and collectively the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), each Guarantor, subject to the provisions of Article X of the Indenture, hereby jointly and severally, unconditionally and irrevocably guarantees on an unsecured basis with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Issuer under the Indenture and the Notes (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6 of the Indenture) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Guaranty notwithstanding any extension or renewal of any Guarantor Obligation.

The Guarantor Obligations of the Guarantors to the Holders of the Notes pursuant to the Guaranty and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guaranty.

Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Guaranty.

[Signature Pages Follow]

D-1

[Name of Guarantor]
By:
	Name:
	Title:

D-2

EXHIBIT E

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779
Facsimile:  (631) 218-7341
Attention:  Irene B. Fisher, Esq.

The Bank of New York Mellon
101 Barclay Street, Floor 8W

New York, NY  10286
Facsimile:  (212) 815-5704

Attention:  Corporate Trust Administration

Re:  9% Senior Notes due 2018

Reference is hereby made to the Indenture (the “Indenture”) dated as of October 1, 2010 among NBTY, Inc. (“Issuer”), the Guarantors party thereto (each a “Guarantor” and collectively the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                         aggregate principal amount of:

(a)  o a beneficial interest in a Global Note, or

(b)  o a Definitive Note,

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in compliance with the

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Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuer such certifications, legal opinions and other information as you and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

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EX-4.2

EXHIBIT 4.2

REGISTRATION RIGHTS AGREEMENT

by and among

Alphabet Merger Sub, Inc.,

NBTY, Inc.,

the Guarantors party hereto

and

Banc of America Securities LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC,

as Representatives of the several Initial Purchasers

Dated as of October 1, 2010

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2010, by and among Alphabet Merger Sub, Inc., a Delaware corporation (“Alphabet”), NBTY, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 9% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below).  The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated September 22, 2010 (as supplemented by the joinder agreement dated the date hereof among the Company, the Guarantors and the Initial Purchasers, the “Purchase Agreement”), among Alphabet and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Initial Securities, Alphabet, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.              Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date:  With respect to the Initial Securities, each Interest Payment Date.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The U.S. Securities and Exchange Commission.

Commission Guidance:  As defined in Section 2(c) hereof.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities

Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Target Date:  The date which is 60 days after the Effectiveness Target Date.

Effectiveness Target Date:  The date which is 90 days after the Filing Deadline.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Offer:  The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities permitted under applicable law and Commission policy the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Blackout Period:  As defined in Section 3 hereof.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 9% Senior Notes due 2018, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Filing Deadline:  November 30, 2011; provided that if the Commission Guidance is obtained, the Filing Deadline shall be the later of (i) 120 days after the Closing Date and (ii) 60 days after the date on which the SEC Guidance is obtained (but in any event the Filing Deadline shall not be later than November 30, 2011).

FINRA:  Financial Industry Regulatory Authority, Inc.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of October 1, 2010, by and among Alphabet, the Company, the Guarantors, and The Bank of New York Mellon, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

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Initial Purchaser:  As defined in the preamble hereto.

Initial Notes:  As defined in the preamble hereto.

Initial Placement:  The issuance and sale by Alphabet and the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Securities:  As defined in the preamble hereto.

Interest Payment Date:  As defined in the Indenture and the Securities.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act:  The Securities Act of 1933, as amended.

Shelf Blackout Period:  As defined in Section 4 hereof.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Transfer Restricted Securities:  Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended.

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Underwritten Registration or Underwritten Offering:  A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2.             Securities Subject to this Agreement; Agreement to Seek Commission Guidance

(a)           Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)           Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

(c)           The Company agrees to seek, and to use commercially reasonable efforts to obtain, guidance from the Commission (the “Commission Guidance”) that the Company need not include the interim financial statements of Leiner Health Products Inc. for the fiscal quarters ended June 2008 and 2007 in any Registration Statement.

SECTION 3.              Registered Exchange Offer.

(a)           Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission no later than the Filing Deadline (or if the Filing Deadline is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use commercially reasonable efforts to cause such Registration Statement to become effective no later than the Effectiveness Target Date (or if the Effectiveness Target Date is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b)           The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders.  The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws.

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No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Company shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated no later than the Consummation Target Date (or if the Consummation Target Date is not a Business Day, the next succeeding Business Day).

(c)           The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Exchange Offer Registration Statement or delay or suspend the effectiveness thereof and shall not be required to maintain the effectiveness thereof or amend or supplement such Exchange Offer Registration Statement, for a period of time (a “Exchange Offer Blackout Period”) not to exceed an aggregate of 90 days in any twelve-month period, if (1) the Board of Directors of the Company determines, in good faith, that the disclosure in such Exchange Offer Registration Statement of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (2) the disclosure in such Exchange Offer Registration Statement otherwise relates

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to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of such transaction is prohibited pursuant to the terms thereof.

SECTION 4.              Shelf Registration.

(a)           Shelf Registration.  If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated on or before the Consummation Target Date (or if the Consummation Target Date is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Company that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the Guarantors shall

(x)            use commercially reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) as soon as practicable but in any event on or prior to the Consummation Target  Date (or if the Consummation Target Date is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)           use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day).

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year (as extended by any Shelf Blackout Period) following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

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Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof and shall not be required to maintain the effectiveness thereof or amend or supplement such Shelf Registration Statement, for a period of time (a “Shelf Blackout Period”) not to exceed an aggregate of 90 days in any twelve-month period, if (1) the Board of Directors of the Company determines, in good faith, that the disclosure in such Shelf Registration Statement of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (2) the disclosure in such Shelf Registration Statement otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of such transaction is prohibited pursuant to the terms thereof.

(b)           Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5.              Additional Interest.  If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated by the Consummation Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but, at any time prior to the date which is two and one-half years after the Closing Date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (such increases, the “Additional Interest”).  Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing

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provisions.  Notwithstanding any other provisions of this Section 5, no Additional Interest shall accrue for a Registration Default that occurs by reason of an Exchange Offer Blackout Period or a Shelf Blackout Period.  Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement.

All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6.              Registration Procedures.

(a)           Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with the following provision:

As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an “affiliate” (as defined in Rule 405 of the Securities Act) of the Company or any Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the

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resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.

(b)           Shelf Registration Statement.  In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as promptly as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c)           General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

(i)            use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)           use its commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

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(iii)          advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)          furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period) except for any Registration Statement, Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (a copy of which has been previously furnished as provided in the preceding sentence) that counsel to the Company has advised the Company that are, to such counsel’s knowledge, required to be filed to comply with applicable law.  The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

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(v)           make available, subject to customary confidentiality agreements, at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), customary financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply customary information, in each case, reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any, in each case at reasonable times and in a reasonable manner;

(vi)          if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii)         cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(viii)        furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, in each case that so requests in writing and without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix)           deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

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(x)            enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any Initial Purchaser or underwriter or pursuant to a written request from Holders of at least 25% in aggregate principal amount of the outstanding Transfer Restricted Securities in each case in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall:

(A)          furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriter(s) in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1)           a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)           an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements

12

therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading.  Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3)           a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriter(s) in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

(B)           set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)           deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(x), if any.

If at any time the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi)           prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

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(xii)          shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

(xiii)         cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xiv)        use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xi) hereof;

(xv)         if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvi)        provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xvii)       cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xviii)      otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriter(s) in a firm commitment or best efforts Underwritten Offering or (B)

14

if not sold to underwriter(s) in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; and

(xix)         cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7.              Registration Expenses.

(a)           All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement (other than underwriting discounts or commissions) will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer

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and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof of one firm of counsel, plus local counsel, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(b)           In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8.              Indemnification.

(a)           The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to

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the Company by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement.  Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder).  The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders.  The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors.  The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)           Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless (i) the Company, the Guarantors and the respective directors and officers of the Company and the Guarantors who sign a Registration Statement, and (ii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person (any Person referred to in clause (i) or (ii) may hereinafter be referred to as an “Issuer Indemnified Party”), to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against an Issuer Indemnified Party in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Issuer Indemnified Parties shall have the rights and duties given to each Holder by the preceding paragraph.

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(c)           If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

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SECTION 9.              Rule 144A.  Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.            Participation in Underwritten Registrations.  No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.            Selection of Underwriters.  The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

SECTION 12.            Miscellaneous.

(a)           Remedies.  Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)           No Inconsistent Agreements.  Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)           Adjustments Affecting the Securities.  The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions

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hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)      if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to Alphabet or the Company:

Alphabet Holding Company, Inc.

520 Madison Avenue

New York, NY  10022

Facsimile:  (212) 381-8019

Attention:  Elliot Wagner

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779

Facsimile:  (631) 218-7341

Attention:  Irene B. Fisher, Esq.

With a copy to:

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington, DC 20004-1304

Facsimile: (202) 637-2201

Attention:  Rachel W. Sheridan, Esq.

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the

20

mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)            Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

(h)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)            Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)           Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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

ALPHABET MERGER SUB, INC.
By:
	Name:
	Title:
NBTY, INC.
By:
	Name:
	Title:
5100 NEW HORIZONS BOULEVARD, LLC
AMERICAN HEALTH, INC.
ARCO PHARMACEUTICALS, INC.
DE TUINEN LTD.
FOOD SYSTEMS, INC.
GOOD ‘N NATURAL MANUFACTURING CORP.
HEALTHWATCHERS (DE), INC.
HOLLAND & BARRETT, LTD.
MET-RX NUTRITION, INC.
MET-RX SUBSTRATE TECHNOLOGY, INC.
MET-RX USA, INC.
NABARCO ADVERTISING ASSOCIATES, INC.
NATURE’S BOUNTY INC.
NATURE’S BOUNTY, INC.
NATURE’S BOUNTY MANUFACTURING CORP.
NATURESMART, LLC
NBTY CHINA, INC.
NBTY CHINA HOLDINGS, INC.
NBTY DISTRIBUTION, INC.
NBTY FLIGHT SERVICES, LLC
NBTY GLOBAL, INC.
NBTY TRANSPORTATION, INC.
NBTY UKRAINE, INC.
NBTY UKRAINE 1, LLC

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NBTY UKRAINE 2, LLC
NUTRITION HEADQUARTERS (DE), INC.
PRECISION ENGINEERED LIMITED (USA)
PURITAN’S PRIDE, INC.
PURITAN’S PRIDE OF JAPAN, INC.
PURITAN’S PRIDE RETAIL STORES, INC.
REXALL, INC.
REXALL SUNDOWN, INC.
RICHARDSON LABS, INC.
SOLGAR HOLDINGS, INC.
SOLGAR MEXICO HOLDINGS, LLC
THE NON-IRRADIATED HERBAL MANUFACTURERS GROUP, LLC
VITAMIN WORLD CHINA, INC.
VITAMIN WORLD OF GUAM LLC
VITAMIN WORLD ONLINE, INC.
VITAMIN WORLD OUTLET STORES, INC.
WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.
By:
Name:	Harvey Kamil
Title:	President and Treasurer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary
NBTY ACQUISITION, LLC
NBTY LENDCO, LLC
By:
Name:	Harvey Kamil
Title:	President
By:
Name:	Hans Lindgren
Title:	Secretary

23

NBTY MANUFACTURING, LLC
By:
Name:	Hans Lindgren
Title:	Secretary
By:
Name:	Joseph Looney
Title:	Treasurer
SOLGAR, INC.
THE ESTER C COMPANY
By:
Name:	Harvey Kamil
Title:	President and Chief Financial Officer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary
ARTHRITIS RESEARCH CORP.
DIABETES AMERICAN RESEARCH CORP.
NBTY GLOBAL DISTRIBUTION, INC.
UNITED STATES NUTRITION, INC.
VITAMIN WORLD, INC.
By:
Name:	Harvey Kamil
Title:	Treasurer
By:
Name:	Hans Lindgren
Title:	Vice President and Secretary

24

NBTY CAH COMPANY
NBTY CAM COMPANY
NBTY PAH, LLC
By:
Name:	Hans Lindgren
Title:	Secretary
By:
Name:	Joseph Looney
Title:	President and Treasurer

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The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC

BARCLAYS CAPITAL INC.

CREDIT SUISSE SECURITIES (USA) LLC

		Acting on behalf of themselves and as the Representatives of the several Initial Purchasers
By:		Banc of America Securities LLC
	By:
			Managing Director

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EX-5.1

Exhibit 5.1

	555 Eleventh Street, N.W., Suite 1000
	Washington, D.C. 20004-1304
	Tel: +1.202.637.2200 Fax: +1.202.637.2201
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
	Beijing	New Jersey
	Brussels	New York
	Chicago	Orange County
March 21, 2011	Doha	Paris
	Dubai	Riyadh
	Frankfurt	Rome
	Hamburg	San Diego
NBTY, Inc.	Hong Kong	San Francisco
2100 Smithtown Avenue	Houston	Shanghai
Ronkonkoma, New York 11779	London	Silicon Valley
	Los Angeles	Singapore
Re:Registration Statement No. 333-           ;	Madrid	Tokyo
Up to $650,000,000 Aggregate Principal	Milan	Washington, D.C.

Amount of 9% Senior Notes due 2018

Ladies and Gentlemen:

We have acted as special counsel to NBTY, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $650,000,000 aggregate principal amount of 9% Senior Notes due 2018 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by each of the entities listed on Schedule I-A hereto (collectively, the “Delaware Corporate Guarantors”), the entities listed on Schedule I-B hereto (collectively, the “Delaware LLC Guarantors” and, together with the Delaware Corporate Guarantors, the “Delaware Guarantors”), the entities listed on Schedule II-A hereto (collectively, the “New York Corporate Guarantors”), the entity listed on Schedule II-B hereto (the “New York LLC Guarantor” and, together with the New York Corporate Guarantors, the “New York Guarantors”), the entity listed on Schedule III hereto (the “California Guarantor” and, together with the Delaware Guarantors and the New York Guarantors, the “Covered Guarantors”) and the entities listed on Schedule IV hereto (collectively, the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”), under an Indenture dated as of October 1, 2010, including the Guarantees, in the form to be filed as an exhibit to the Company’s Registration Statement (as herein defined) (the “Indenture”) among the Company, the Guarantors, and The Bank of New York Mellon, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).  The Notes and the Guarantees will be issued in exchange for the Company’s outstanding 9% Senior Notes due 2018 (the “Old Notes”), and the related guarantees, on the terms set forth in the prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal to be filed as an exhibit thereto.  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors, and others as to

factual matters without having independently verified such factual matters.  We are opining herein as to the internal laws of the State of New York, the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act, and the California Corporations Code, in each case as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware or California, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.  Various matters concerning the laws of the States of Arizona, Colorado and Nevada are addressed in the letter of Ballard Spahr LLP and the laws of the State of Florida are addressed in the letter of Holland & Knight LLP, each of which has been separately provided to you.  We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes and the Guarantees have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered against surrender of the Old Notes in the circumstances contemplated by the Indenture and the Registration Rights Agreement dated as of October 1, 2010 to be filed as an exhibit to the Company’s Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary corporate or limited liability company action, as applicable, of the Company and the Covered Guarantors, respectively, and will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 3.16 of the Indenture; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) provisions purporting to make a guarantor primarily liable rather than as a surety, (f) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation and (g) the severability, if invalid, of provisions to the foregoing effect.

We express no opinion with respect to (i) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (ii) waivers of broadly or vaguely stated rights; (iii) provisions for exclusivity, election or cumulation of rights or remedies; (iv) provisions authorizing or validating conclusive or discretionary determinations; (v) grants of

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setoff rights; (vi) proxies, powers and trusts; and (vii) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property.

With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) will be duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents will constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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SCHEDULE I-A

DELAWARE CORPORATE GUARANTORS

Entity Name	Jurisdictions of Incorporation or Formation
ARCO PHARMACEUTICALS, INC.	Delaware
ARTHRITIS RESEARCH CORP.	Delaware
Diabetes American Research Corp.	Delaware
Food Systems, Inc.	Delaware
GOOD ‘N NATURAL MANUFACTURING CORP.	Delaware
HEALTHWATCHERS (DE), INC.	Delaware
MET-Rx Nutrition, Inc.	Delaware
NATURE’S BOUNTY INC.	Delaware
NATURE’S BOUNTY MANUFACTURING CORP.	Delaware
NBTY CAH COMPANY	Delaware
NBTY CAM COMPANY	Delaware
NBTY China Holdings, Inc.	Delaware
NBTY China, Inc.	Delaware
NBTY Global, Inc.	Delaware
NBTY Global Distribution, Inc.	Delaware
NBTY Transportation, Inc.	Delaware
NBTY Ukraine, Inc.	Delaware
NUTRITION HEADQUARTERS (DE), INC.	Delaware
Precision Engineered Limited (USA)	Delaware
Puritan’s Pride of Japan, Inc.	Delaware
RICHARDSON LABS, INC.	Delaware
Solgar, Inc.	Delaware
Solgar Holdings, Inc.	Delaware
United States Nutrition, Inc.	Delaware
VITAMIN WORLD, INC.	Delaware
Vitamin World China, Inc.	Delaware

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SCHEDULE I-B

DELAWARE LLC GUARANTORS

Entity Name	Jurisdictions of Incorporation or Formation
NBTY Acquisition, LLC	Delaware
NBTY FLIGHT SERVICES, LLC	Delaware
NBTY Lendco, LLC	Delaware
NBTY Manufacturing, LLC	Delaware
NBTY PAH, LLC	Delaware
NBTY Ukraine 1, LLC	Delaware
NBTY Ukraine 2, LLC	Delaware
Solgar Mexico Holdings, LLC	Delaware
The Non-Irradiated Herbal Manufacturers Group, LLC	Delaware
VITAMIN WORLD OF GUAM LLC	Delaware

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SCHEDULE II-A

NEW YORK CORPORATE GUARANTORS

Entity Name	Jurisdictions of Incorporation or Formation
DE TUINEN LTD.	New York
HOLLAND & BARRETT, LTD.	New York
NABARCO ADVERTISING ASSOCIATES, INC.	New York
NATURE’S BOUNTY, INC.	New York
NBTY DISTRIBUTION, INC.	New York
PURITAN’S PRIDE, INC.	New York
Puritan’s Pride Retail Stores, Inc.	New York
VITAMIN WORLD ONLINE, INC.	New York
Worldwide Sport Nutritional Supplements, Inc.	New York

SCHEDULE II-B

NEW YORK LLC GUARANTOR

Entity Name	Jurisdictions of Incorporation or Formation
5100 New Horizons Boulevard, LLC	New York

SCHEDULE III

CALIFORNIA GUARANTOR

Entity Name	Jurisdiction of Incorporation or Formation
MET-Rx Substrate Technology, Inc.	California

SCHEDULE IV

OTHER GUARANTORS

Entity Name	Jurisdiction of Incorporation or Formation
AMERICAN HEALTH, INC.	Nevada
MET-Rx USA, Inc.	Nevada
NatureSmart, LLC	Colorado
Rexall, Inc.	Florida
Rexall Sundown, Inc.	Florida
The Ester C Company	Arizona
VITAMIN WORLD OUTLET STORES, INC.	Nevada

EX-5.2

Exhibit 5.2

March 21, 2011

NBTY, Inc.

American Health, Inc.

MET-Rx USA, Inc.

Vitamin World Outlet Stores, Inc.

The Ester C Company

NatureSmart, LLC

2100 Smithtown Avenue

Ronkonkoma, New York 11779

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to each of the corporate entities listed on Schedule I attached hereto (each, a “Corporate Guarantor,” and, collectively, the “Corporate Guarantors”), and the limited liability company listed on Schedule II attached hereto (the “LLC Guarantor”) in connection with the guarantee by the Corporate Guarantors and the LLC Guarantor, along with certain other guarantors under the Indenture (as defined below), of $650,000,000 in aggregate principal amount of the 9% Senior Notes due 2018 (the “Exchange Notes”) of NBTY, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such registration statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2011, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Corporate Guarantors and the LLC Guarantor (the “Guarantees”), along with certain other guarantors.  The Exchange Notes and the Guarantees thereof are to be issued pursuant to the Indenture with respect to 9% Senior Notes due 2018 (the “Notes”), dated as of October 1, 2010, as supplemented (as may be further amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”).  The Exchange Notes and the Exchange Note Guarantees will be issued in exchange for the Issuer’s Notes and the related guarantees, on the terms set forth in the Prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto.  The Corporate Guarantors and the LLC Guarantor are referred to collectively herein as the “Guarantors.”

In our capacity as counsel, we have examined copies of executed originals or of counterparts of the following documents:

(a)the Registration Statement;

(b)the Indenture (including the guarantees of the Guarantors set forth therein (the “Guarantees”));

(c)the form of Exchange Notes;

(d)the guarantees attached to the Exchange Notes (the “Exchange Note Guarantees”);

(e)the Registration Rights Agreement dated as of October 1, 2010, to be filed as an exhibit to the Registration Statement;

(f)a copy of the articles or certificates of incorporation and bylaws of each Corporate Guarantor listed on Schedule I hereto, each certified by the secretary or other officer of such Corporate Guarantor (collectively, the “Corporate Guarantor Charter Documents”);

(g)a copy of the articles of organization and limited liability company agreement of the LLC Guarantor listed on Schedule II hereto, each certified by an authorized signatory of the LLC Guarantor (collectively, the “LLC Guarantor Charter Documents,” and, together with the Corporate Guarantor Charter Documents, the “Guarantor Charter Documents”);

(h)a copy of the good standing certificates issued by the secretary of state of the state, or similar person having the power to issue such certificates, of the jurisdiction in which each Guarantor is incorporated or organized (collectively, the “GS Certificates”); and

(i)the officer’s certificates of officers of the Company and each Guarantor (collectively, the “Officer’s Certificates”), together with the resolutions attached thereto.

The agreements and documents described in paragraphs (b) through (e) above are sometimes collectively referred to herein as the “Transaction Documents” and each individually as a “Transaction Document.”  The opinions given in paragraph 1 below as to the good standing of each of the Guarantors are based solely upon the GS Certificates.

We have reviewed such other documents and made such examinations of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials, and, as to matters of fact material to our opinion also without independent verification, to the extent we deemed appropriate, on representations made in the Transaction Documents and certificates and other inquiries of officers of the Company and the Guarantors.

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We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the completeness of all documents reviewed by us.

Our opinions are expressly limited to (i) the laws of the State of Arizona under Title 10 of the Arizona Revised Statutes, Corporations and Associations (the “AZ Corporate Code”) in the case of The Ester C Company, the Colorado Limited Liability Company Act, Colo. Rev. Stat. Ann. § § 7-80-101 through 7-80-1101 (the “CO LLC Act”) in the case of NatureSmart, LLC, the laws of the state of Nevada under the Nevada Revised Statutes, Chapter 78, Private Corporations (the “NV Corporate Code”) in the case of American Health, Inc., MET-Rx USA, Inc. and Vitamin World Outlet Stores, Inc., and (ii) the Applicable Laws (as defined below) of the AZ Corporate Code, the CO LLC Act and the NV Corporate Code (collectively, the “Covered Laws”).  The term “Applicable Law” means any present statute, rule or regulation which in our experience and exercise of customary professional diligence is normally applicable both to entities that are not engaged in regulated business activities and to transactions of the type contemplated by the Transaction Documents.

Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:

1.Each Corporate Guarantor is a corporation that is validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth on Schedule I hereto.  The LLC Guarantor is a limited liability company that is validly existing in good standing under the laws of the jurisdiction of its formation as set forth on Schedule II hereto.

2.The execution and delivery of the Exchange Note Guarantees and the performance thereunder have been duly and validly authorized for issuance by each Guarantor.

3.No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency under any Covered Law is required for the execution, delivery and performance of the Exchange Note Guarantees by the Guarantors, or consummation of the transactions contemplated thereby, except (i) as have been obtained and are in full force and effect and (ii) as may be required by applicable state securities or blue sky laws.

4.The issuance of the Exchange Note Guarantees by the Guarantors and the performance by such Guarantors of their respective obligations thereunder will not violate: (a) in the case of any Guarantor, such Guarantor’s Guarantor Charter Documents or (b) violate any Covered Law.

We express no opinion as to the law of any jurisdiction other than the Covered Laws.

This opinion is limited to the matters expressly stated herein.  No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein.  We do not undertake to advise you or

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anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.  We hereby consent to your filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.”  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Section of Business Law as published in 53 Business Lawyer 831 (May 1998).

Very truly yours,

/s/ Ballard Spahr LLP

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SCHEDULE I

Corporate Guarantors

Corporate Guarantors	Jurisdiction of Organization
American Health, Inc.	Nevada
MET-Rx USA, Inc.	Nevada
Vitamin World Outlet Stores, Inc.	Nevada
The Ester C Company	Arizona

SCHEDULE II

LLC Guarantor

LLC Guarantor	Jurisdiction of Organization
NatureSmart, LLC	Colorado

EX-5.3

Exhibit 5.3

March 21, 2011

NBTY, Inc.

Rexall, Inc.

Rexall Sundown, Inc.

2100 Smithtown Avenue

Ronkonkoma, New York 11779

Re:Exchange by NBTY, Inc. of $650,000,000 9% Senior Notes Due 2018

Ladies and Gentlemen:

We have acted as counsel to Rexall, Inc., a Florida corporation, and Rexall Sundown, Inc., a Florida corporation (each a “Florida Guarantor” and together the “Florida Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed on the date hereof by NBTY, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to $650,000,000 aggregate principal amount of 9% Senior Notes due 2018 (the “Registered Notes”).  The Registered Notes are being issued pursuant to an indenture dated as of October 1, 2010 (the “Indenture”), by and among the Company, the Florida Guarantors and the other guarantors identified in the Indenture not organized under the laws of State of Florida (the “Non-Florida Guarantors” and together with the Florida Guarantors, the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).  The Registered Notes are to be offered by the Company in exchange for a like aggregate principal amount of its outstanding 9% Senior Notes due 2018.  The Registered Notes are to be unconditionally guaranteed on a senior unsecured basis by each of the Guarantors pursuant to guarantees contained in the Indenture (the “Guarantees”).  The Registered Notes and the Guarantees will be issued in exchange for the Company’s outstanding 9% Senior Notes due 2018, and the related guarantees, on the terms set forth in the prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal to be filed as an exhibit thereto.

In rendering the opinions set forth below, we have examined and relied on originals or copies of the following documents:

(a)the Registration Statement;

(b)the Indenture;

(c)the Guarantees to which the Florida Guarantors are to be a party;

(d)the Articles of Incorporation of each Florida Guarantor;

(e)the By-Laws of each Florida Guarantor as amended through the date hereof;

(f)a good standing certificate for each Florida Guarantor, dated March 2, 2011, issued by the Secretary of State of the Department of State of the State of Florida; and

(e)the written consent of the Board of Directors of each Florida Guarantor approving the transactions contemplated in connection with the issuance and sales of the Registered Notes;

We have examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed.  In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed and that there has been no undisclosed waiver of any right, remedy or provision contained in any such documents, and (d) that each transaction complies with all requirements of good faith, fairness and conscionability required by law.

We have also assumed (i) the valid existence and good standing of the Company, each Non-Florida Guarantor and the Trustee, (ii) that the Company, each Non-Florida Guarantor and the Trustee have the requisite limited liability company or corporate power and authority to enter into and perform their obligations under the Indenture and that the Indenture is the valid and legally binding obligation of the Company, each Non-Florida Guarantor and the Trustee, and (iii) the due authorization, execution and delivery by each Non-Florida Guarantor of its respective Guarantee.  In addition, we have assumed that the Registered Notes and each Guarantee will be executed and delivered by an authorized officer of the Company or respective Guarantor, as the case may be, substantially in the form examined by us.  We have also assumed that each Guarantee will be executed and delivered by an authorized officer of each respective Florida Guarantor substantially in the form examined by us.

Based on such examination and subject to the foregoing exceptions, qualifications, and limitations, we are of the opinion that:

1.Each Florida Guarantor is a validly existing corporation and its status is active in the State of Florida.

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2.The execution, delivery and performance by the Florida Guarantors of their Guarantee of the Registered Notes have been duly authorized by all necessary corporate action on the part of each Florida Guarantor.

3.The execution and delivery of the Guarantees by the Florida Guarantors do not, and the performance by the Florida Guarantors of their obligations thereunder will not result in a violation or breach of (A) any of the provisions of the Articles of Incorporation or By-Laws of such Florida Guarantor or (B) any State of Florida statute, law, rule, or regulation known to us to be applicable to the Florida Guarantors.

Our opinions are subject to the limitations of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other laws or judicial decisions affecting the right and remedies of creditors generally and to general principles of equity, regardless of whether considered a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, that certain provisions of such document relating to the exercise of remedial or procedural right that purport to waive any requirement of due process of law or of notice, diligence or commercially reasonable performance or other care may be subject to possible limitations, and of the discretion of a court or other authority or body to invalidate or decline to enforce any right, remedy, or provisions of such document if any thereof are determined by such court or other authority or body to be violative of public policy or a penalty.

Notwithstanding our opinions expressed herein, we express no opinion with respect to any of the following provisions in the Guarantees or the Indenture, except as specifically referred to in our opinions:

(i)Provisions mandating contribution towards judgments or settlements among various parties;

(ii)Waivers of (A) legal or equitable defenses, (B) rights to damages, (C) rights to counter claim or set off, (D) statutes of limitations, (E) rights to notice, and (F) the benefits of statutory, regulatory, or constitutional rights, unless and to the extent that they cannot be waived under applicable law;

(iii)Provisions providing for forfeitures, the recovery of amounts deemed to constitute penalties or for liquidated damages;

(iv)Provisions that provide a time limitation after which a remedy may not be enforced;

(v)Provisions that attempt to change or waive rules of evidence or fix the method or quantum of proof to be applied in litigation or similar proceedings;

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(vi)Any federal, state or local law relating to taxation, zoning, land use, the environment, usury, antitrust, securities trade regulation, banking, labor or employee rights and benefits laws, including, ERISA;

(vii)Any federal, state or local law relating to corrupt practices or designed to combat terrorism or money laundering, including, without limitation, the Foreign Corrupt Practices Act of 1977, the USA PATRIOT Act of 2001, as amended, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., and The Trading with the Enemy Act, 50 U.S.C. app. I et seq.;

(viii)Choice-of-law provisions;

(ix)Provisions on the enforceability of any self-help, limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;

(x)Provisions regarding arbitration;

(xi)Provisions imposing limitations or restrictions on the transfer or alienation of or encumbrance on property or contract rights;

(xii)Provisions providing that determinations by a party or a party’s designee are conclusive;

(xiii)Provisions relating to indemnity, contribution, or set-off;

(xiv)Provisions that would permit declaration of a default on the part of a party based on representations or warranties of such party that the party declaring the default knew were false or incorrect based on information supplied to the party declaring the default prior to closing;

(xv)Provisions purporting to allow remedies to be exercised concurrently;

(xvi)The effect of rules of equity governing specific performance, injunctive relief or other equitable remedies, or involving time is of the essence clauses or the exercise of judicial discretion in any proceedings at law or in equity; and

(xvii)Provisions which by their terms are effective “to the extent permitted by applicable law” or similar phrases.

Our opinions are also subject to the effect of rules of law that:

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(a)limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;

(b)provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;

(c)limit the availability of a remedy under certain circumstances where another remedy has been elected;

(d)provide a time limitation after which a remedy may not be enforced;

(e)limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;

(f)relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale;

(g)limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct, violation of law or public policy or litigation against another party determined adversely to such party;

(h)may, if less than all of a contract is unenforceable, limit the enforceability of the remainder of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;

(i)govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs;

(j)permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract; and

(k)in the absence of a waiver or consent, discharge a guarantor to the extent that (i) action by a creditor impairs the value of collateral securing guaranteed debt to the detriment of the guarantor, or (ii) guaranteed debt is materially modified.

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The opinions expressed herein are limited to the laws of the State of Florida (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of Florida) that, in our experience, are normally applicable to transactions of the type contemplated by the Guarantees and the Indenture and to the parties thereto.  Therefore, we express no opinion concerning matters governed by the laws of any other jurisdiction.

Our advice on each legal issue addressed herein represents our opinion concerning how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based.  The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances peculiar to the case, and our opinions are not a guaranty of an outcome of any legal dispute which may arise with regard to the Guarantees and any obligation arising thereunder in accordance with the terms of the Indenture.

This letter speaks as of the date hereof.  We disclaim any obligation to provide you with any subsequent opinion or advice by reason of any future changes or events which may affect or alter any opinion rendered herein.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

HOLLAND & KNIGHT LLP

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EX-10.10

EXHIBIT 10.10

NINTH AMENDMENT TO EXECUTIVE CONSULTING AGREEMENT

This Ninth Amendment to Executive Consulting Agreement is made as of the 9th day of December, 2010, by and between NBTY, Inc. (the “Company”) and RUDOLPH MANAGEMENT ASSOCIATES, INC., a Florida corporation (“RMA”).

WITNESSETH:

WHEREAS, the Company and RMA entered into that certain Executive Consulting Agreement, dated as of January 1, 2002 (as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment and the Eighth Amendment, collectively the “Agreement”);

WHEREAS, the term of the Agreement expires on December 31, 2010 (the “Term”);

WHEREAS, the Company has decided to extend the Term of the Agreement; and

WHEREAS, RMA and ARTHUR RUDOLPH desire to continue to make their respective services as an Executive Consultant available to the Company.

NOW, THEREFORE, in consideration of the mutual promises hereafter contained and for other good and valuable consideration, the parties agree as follows:

1.  Term.  Section 1 of the Agreement is hereby amended and restated to read in its entirety as follows:

“1.           Retention.  The Company hereby retains RMA to provide the services of ARTHUR RUDOLPH and ARTHUR RUDOLPH hereby accepts the engagement of Executive Consultant from January 1, 2011 through December 31, 2011 (the “Term”).”

2.  Continuity.  Except as otherwise expressly amended by this Ninth Amendment, the Agreement shall continue in full force and effect.

3.  Governing Law; Counterparts.  This Amendment shall be construed and enforced according to the laws of the State of New York.  This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all of which when taken together constitute a single counterpart instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Ninth Amendment as of the day and year first above written.

RUDOLPH MANAGEMENT ASSOCIATES, INC.		NBTY, INC.
By:		By:
	Arthur Rudolph		Harvey Kamil
	President		President
Agreed and Consented:
ARTHUR RUDOLPH, individually

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EX-10.12

EXHIBIT 10.12

CREDIT AGREEMENT

Dated as of October 1, 2010

among

ALPHABET MERGER SUB, INC.

(TO BE MERGED WITH AND INTO NBTY, INC.)

as the Borrower,

ALPHABET HOLDING COMPANY, INC.,

as Holdings,

BARCLAYS BANK PLC,

as Administrative Agent, Swing Line Lender
and L/C Issuer,

The Other Lenders Party Hereto,

BARCLAYS CAPITAL,

BANC OF AMERICA SECURITIES LLC

and

CREDIT SUISSE SECURITIES (USA) LLC

as Joint Lead Arrangers and Bookrunners,

BANC OF AMERICA SECURITIES LLC

and

CREDIT SUISSE AG

as Co-Syndication Agents

and

CITIBANK, N.A.,
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH,
MIZUHO CORPORATE BANK, LTD.
and
SUNTRUST BANK

as Co-Documentation Agents

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	47
1.03	Accounting Terms	47
1.04	Rounding	48
1.05	References to Agreements and Laws	48
1.06	Times of Day	48
1.07	Timing of Payment or Performance	48
1.08	Currency Equivalents Generally	48
1.09	Letter of Credit Amounts	48
1.10	Pro Forma Calculations	49
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans	49
2.02	Borrowings, Conversions and Continuations of Loans	50
2.03	Letters of Credit	51
2.04	Swing Line Loans	59
2.05	Prepayments	61
2.06	Termination or Reduction of Commitments	64
2.07	Repayment of Loans	65
2.08	Interest	67
2.09	Fees	67
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	68
2.11	Evidence of Indebtedness	69
2.12	Payments Generally; Administrative Agent’s Clawback	69
2.13	Sharing of Payments	71
2.14	Increase in Revolving Credit Facility	72
2.15	Increase in Term A Facility	73
2.16	Increase in Term B Facility	75
2.17	New Term Facility	76
2.18	Cash Collateral	78
2.19	Defaulting Lenders	79
2.20	Specified Refinancing Debt	80
	ARTICLE III
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
3.01	Taxes	82
3.02	Illegality	84
3.03	Inability to Determine Rates	84

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3.04	Increased Cost and Reduced Return; Capital Adequacy	85
3.05	Funding Losses	86
3.06	Matters Applicable to All Requests for Compensation	86
3.07	Replacement of Lenders under Certain Circumstances	87
3.08	Survival	88
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Credit Extension	88
4.02	Conditions to All Credit Extensions	91
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws	92
5.02	Authorization; No Contravention	92
5.03	Governmental Authorization; Other Consents	93
5.04	Binding Effect	93
5.05	Financial Statements; No Material Adverse Effect	93
5.06	Litigation	94
5.07	No Default	94
5.08	Ownership of Property; Liens	94
5.09	Environmental Compliance	94
5.10	Taxes	95
5.11	ERISA Compliance	95
5.12	Subsidiaries; Equity Interests	96
5.13	Margin Regulations; Investment Company Act	96
5.14	Disclosure	97
5.15	Compliance with Laws	97
5.16	Intellectual Property; Licenses, Etc.	97
5.17	Solvency	97
5.18	Status of the Facilities as Senior Indebtedness	97
5.19	Labor Matters	97
5.20	Perfection, Etc.	98
5.21	PATRIOT Act	98
5.22	OFAC	98
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01	Financial Statements	98
6.02	Certificates; Other Information	100
6.03	Notices	102
6.04	Payment of Obligations	102
6.05	Preservation of Existence, Etc.	102
6.06	Maintenance of Properties	103

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6.07	Maintenance of Insurance	103
6.08	Compliance with Laws	103
6.09	Books and Records	103
6.10	Inspection Rights	103
6.11	Use of Proceeds	103
6.12	Covenant to Guarantee Obligations and Give Security	104
6.13	Compliance with Environmental Laws	105
6.14	Further Assurances	106
6.15	Maintenance of Ratings	107
6.16	Currency and Interest Rate Protection	107
6.17	Post-Closing Undertakings	107
	ARTICLE VII
	NEGATIVE COVENANTS
7.01	Liens	108
7.02	Investments	111
7.03	Indebtedness	115
7.04	Fundamental Changes	118
7.05	Dispositions	119
7.06	Restricted Payments	121
7.07	Change in Nature of Business	123
7.08	Transactions with Affiliates	123
7.09	Burdensome Agreements	124
7.10	Use of Proceeds	125
7.11	Financial Covenants	125
7.12	Amendments to Organization Documents	126
7.13	Accounting Changes	126
7.14	Prepayments, Etc. of Indebtedness	126
7.15	Capital Expenditures	127
7.16	Holding Company	128
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default	129
8.02	Remedies Upon Event of Default	131
8.03	Right to Cure	132
8.04	Application of Funds	132
	ARTICLE IX
	ADMINISTRATIVE AGENT AND OTHER AGENTS
9.01	Appointment and Authorization of Agents	134
9.02	Delegation of Duties	134
9.03	Liability of Agents	135
9.04	Reliance by Agents	135

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9.05	Notice of Default	135
9.06	Credit Decision; Disclosure of Information by Agents	136
9.07	Indemnification of Agents	136
9.08	Agents in their Individual Capacities	137
9.09	Successor Agents	137
9.10	Administrative Agent May File Proofs of Claim	138
9.11	Collateral and Guaranty Matters	138
9.12	Secured Cash Management Agreements and Secured Hedge Agreements	139
9.13	Other Agents; Arranger and Managers	139
9.14	Appointment of Supplemental Administrative Agents	139
	ARTICLE X
	MISCELLANEOUS
10.01	Amendments, Etc.	140
10.02	Notices; Effectiveness; Electronic Communications	142
10.03	No Waiver; Cumulative Remedies; Enforcement	144
10.04	Expenses and Taxes	145
10.05	Indemnification by the Borrower	145
10.06	Payments Set Aside	146
10.07	Successors and Assigns	146
10.08	Confidentiality	152
10.09	Setoff	153
10.10	Interest Rate Limitation	154
10.11	Counterparts	154
10.12	Integration; Effectiveness	154
10.13	Survival of Representations and Warranties	154
10.14	Severability	155
10.15	Tax Forms	155
10.16	Governing Law; Jurisdiction; Etc.	157
10.17	WAIVER OF RIGHT TO TRIAL BY JURY	157
10.18	Binding Effect	158
10.19	No Advisory or Fiduciary Responsibility	158
10.20	Affiliate Activities	158
10.21	Electronic Execution of Assignments and Certain Other Documents	159
10.22	USA PATRIOT ACT	159
SIGNATURES		S-1

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SCHEDULES

I	Guarantors
1.01	Pro Forma Adjustments
2.01	Commitments and Pro Rata Shares
5.08(b)	Owned Real Property
5.08(c)	Leased Real Property
5.08(d)	Other Locations of Tangible Personal Property
5.09	Environmental Matters
5.12	Subsidiaries and Other Equity Investments
5.16	Intellectual Property Matters
5.19	Labor Matters
6.01	Regulation S-X Carve-Outs
6.17	Post-Closing Undertakings
7.01	Existing Liens
7.02	Existing Investments
7.03	Existing Indebtedness
7.08	Transactions with Affiliates
7.09	Burdensome Agreements
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1	Committed Loan Notice
A-2	Request for L/C Credit Extension
B	Swing Line Loan Notice
C-1	Term A Note
C-2	Term B Note
C-3	Revolving Credit Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Affiliate Lender Assignment and Assumption
E-3	Administrative Questionnaire
F-1	Holdings Guaranty
F-2	Subsidiary Guaranty
G	Security Agreement
H	Form of Mortgage
I	Solvency Certificate
J	Assumption Agreement
K	Intercompany Subordination Agreement

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2010, among ALPHABET MERGER SUB, INC. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into NBTY, INC., a Delaware corporation (the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”) ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS CAPITAL, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Syndication Agents, CITIBANK, N.A., COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, MIZUHO CORPORATE BANK, LTD. and SUNTRUST BANK, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer.

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as that and other capitalized terms used in these preliminary statements are defined elsewhere in this Agreement), Merger Sub, will be merged with and into the Company in accordance with the terms thereof (the “Merger”), with (i) the consideration for the Merger being paid, (ii) the Company surviving as a wholly-owned Subsidiary of Holdings and (iii) the Company assuming by operation of law and pursuant to the Assumption Agreement all of the Obligations of Merger Sub under this Agreement and the other Loan Documents (and all references herein and in the other Loan Documents to the “Borrower” shall thereupon be deemed to be references to the Company).

The Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders (a) lend to the Borrower $1,750,000,000 in the form of a term loan facility comprising (i) a term loan A facility in the aggregate principal amount of $250,000,000 and (ii) a term loan B facility in the aggregate principal amount of $1,500,000,000 and (b) make available to the Borrower a $250,000,000 revolving credit facility for the making of revolving loans, swing line loans and the issuance of letters of credit for the account of the Borrower, from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01         Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition Representations” means the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Merger pursuant to the Merger Agreement, as a result of a breach of such representations in the Merger Agreement.

“Administrative Agent” means Barclays Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted by the terms hereof.

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“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-3 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliate Lender Assignment and Assumption” has the meaning specified in Section 10.07(i)(iii).

“Affiliate Lenders” means, collectively, Holdings and its Subsidiaries and Other Affiliates.

“Agent-Related Persons” means each Agent, together with its Related Parties.

“Agents” means, collectively, the Administrative Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Commitment Fee” means a percentage per annum equal to 0.50% per annum.

“Applicable Rate” means a percentage per annum equal to:

(a)           with respect to Term B Loans, (i) from the Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full fiscal quarter ending after the Closing Date, 4.50% per annum for Eurodollar Rate Loans, and 3.50% per annum for Base Rate Loans and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Senior Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing  Level	Total Senior Secured Leverage Ratio	Eurodollar Rate	Base Rate
1	< 2.50:1.00	4.25%	3.25%
2	> 2.50:1.00	4.50%	3.50%

; and

2

(b)           with respect to the Term A Loans and the Revolving Credit Facility, (i) from the Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full fiscal quarter ending after the Closing Date, 4.25% per annum for Eurodollar Rate Loans, and 3.25% per annum for Base Rate Loans, and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Senior Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing  Level	Total Senior  Secured Leverage Ratio	Eurodollar Rate and Letters of  Credit	Base Rate
1	< 2.50:1.00	4.00%	3.00%
2	> 2.50:1.00	4.25%	3.25%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Senior Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that “Pricing Level 2” shall apply (x) as of the first Business Day at any time after the date on which a Compliance Certificate was required to have been delivered but was not delivered, until the first Business Day immediately following the date on which such Compliance Certificate is delivered, or (y) at all times if an Event of Default shall have occurred and be continuing.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Domestic Bank” has the meaning specified in clause (b) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means each of Barclays Capital, BAS and CS Securities, in their respective capacities as exclusive lead arrangers and bookrunners.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

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“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1.

“Assumption Agreement” means the Assumption Agreement dated as of the date hereof, among the Company and Merger Sub, substantially in the form of Exhibit J, or otherwise in form and substance reasonably acceptable to the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended September 30, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Barclays” means Barclays Capital, the investment banking division of Barclays Bank, and its successors.

“Barclays Bank” means Barclays Bank PLC and its successors.

“BAS” means Banc of America Securities LLC and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as established from time to time by the Administrative Agent as its “prime rate” at its principal U.S. office, and (c) the Eurodollar Rate applicable to one month Interest Periods on the date of determination of the Base Rate (taking into account any Eurodollar Rate floor under Section 2.08(a)) plus 1%.  The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate established by the Administrative Agent shall take effect at the opening of business on the day such change is effective.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Parties” means the collective reference to the Borrower and its Restricted Subsidiaries, and “Borrower Party” means any one of them.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term A Borrowing or a Term B Borrowing, as the context may require.

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“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditures” means, as of any date for the applicable period then ended, all cash capital expenditures of the Borrower Parties on a consolidated basis for such period, as determined in accordance with GAAP (including acquisitions of IP Rights to the extent the cost thereof is treated as a capitalized expense in accordance with GAAP made in cash during such period); provided, however, that Capital Expenditures shall not include any such expenditures which constitute (a) an Investment permitted under Section 7.02 (but shall include all Capital Expenditures made with the proceeds of such Investment by a Borrower Party that is the recipient thereof), (b) to the extent permitted by this Agreement, (i) a reinvestment of the Net Cash Proceeds of any Disposition or Casualty Event in accordance with Section 2.05(b)(ii), or (ii) the purchase of property, plant or equipment or software to the extent financed with the proceeds of Dispositions or Casualty Events that are not required pursuant to Section 2.05(b)(ii) to be applied to prepay Term Loans or to be reinvested, (c) capitalized interest in respect of operating or capital leases, (d) the book value of any asset owned to the extent such book value is included as a capital expenditure as a result of reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, (e) the purchase price of property acquired in ordinary course trade-ins or concurrent sales of used or surplus property, (f) any non-cash amounts reflected as additions to property, plant or equipment on the Borrower’s consolidated balance sheet and (g) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for (including by means of the issuance of Equity Interests by Holdings or any Parent Holding Company) by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period).

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateral Account” means a blocked, non-interest bearing deposit account at the Administrative Agent (or another commercial bank reasonably acceptable to the Administrative Agent) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender, as applicable (which documents are hereby consented to by the Lenders).  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a)           readily marketable obligations issued or directly and fully guaranteed or insured

5

by the United States or any agency or instrumentality thereof having maturities of not more than twenty four months from the date of acquisition thereof; provided, that the full faith and credit of the United States is pledged in support thereof;

(b)           time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated at least P-2 (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade by S&P), and (iii) has combined capital and surplus of at least $250,000,000 (any such bank being an “Approved Domestic Bank”), in each case with maturities of not more than three hundred and sixty (360) days from the date of acquisition thereof;

(c)           commercial paper and variable or fixed rate notes issued by an Approved Domestic Bank (or by the parent company thereof) or any variable rate note issued by, or guaranteed by a domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with maturities of not more than three hundred and sixty (360) days from the date of acquisition thereof;

(d)           marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(e)           repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the United States government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; and

(f)            Investments, classified in accordance with GAAP as Current Assets of the Borrower or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of which are limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a), through (e) of this definition;

(g)           investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above; and

(h)           solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, (x) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

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“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party.

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, or (ii) is, as of the Closing Date, a Lender or an Affiliate of a Lender and a party to a Cash Management Agreement, in each case, in its capacity as a party to such Cash Management Agreement.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any of its Restricted Subsidiaries of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means: (a) for any reason whatsoever Holdings shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrower; (b) at any time prior to a Qualified IPO and for any reason whatsoever, the Permitted Holders shall cease to own, directly or indirectly, at least 50.1% of the Equity Interests of Holdings having the power, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings; (c) at any time after a Qualified IPO and for any reason whatsoever, (i) a majority of the board of directors of Holdings shall not be Continuing Directors, (ii) the Permitted Holders shall cease to own, directly or indirectly, at least 35% of the outstanding  Voting Equity Interests of Holdings or (iii) any other “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the Closing Date) shall beneficially own a greater percentage of the then outstanding Voting Equity Interests of Holdings than the percentage of such Voting Equity Interests owned, directly of indirectly, beneficially by the Permitted Holders; or (d) any “Change of Control” (or any comparable term) in any document pertaining to the Senior Notes or Permitted Ratio Notes in each case with an aggregate outstanding principal amount in excess of the Threshold Amount.

“Closing Date” means the first date all the conditions precedent in Article IV are satisfied or waived in accordance with Article IV and on which the initial Borrowings are advanced.

“Co-Documentation Agents” means Citibank, N.A., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, Mizuho Corporate Bank, Ltd. and SunTrust Bank.

“Co-Syndication Agents” means Banc of America Securities LLC and CS Securities, as Co-Syndication Agents under the Loan Documents.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

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“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term A Commitment, a Term B Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term A Borrowing, (b) a Term B Borrowing, (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Company Material Adverse Effect” means a change, event or occurrence that has a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole; provided, however, that none of the following, and no changes, events or occurrences, individually or in the aggregate, to the extent arising out of, resulting from or attributable to any of the following shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

(i)            (1) changes generally affecting the economy, credit, capital or financial markets or political conditions in the United States or elsewhere in the world, including changes in interest and exchange rates, (2) changes that are the result of acts of war (whether or not declared), armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), armed hostilities, sabotage or terrorism or (3) epidemics, pandemics, earthquakes, hurricanes, tornados or other natural disasters;

(ii)           changes that are the result of factors generally affecting the industries in which the Company and its subsidiaries operate or in which the products or services of the Company are used and distributed;

(iii)          any loss of, or adverse change in, the relationship of the Company or any of its subsidiaries with its customers, employees, financing sources, distributors or suppliers caused by the pendency or the announcement of the transactions contemplated by the Merger Agreement;

(iv)          changes or effects from the entry into, announcement or performance of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement (including any litigation arising from allegations of any breach of fiduciary duty or violation of Law relating to the Merger Agreement or the transactions contemplated by the Merger Agreement or compliance by the Company with the terms of the Merger Agreement);

(v)           changes or prospective changes in any Law or U.S. generally accepted accounting principles or interpretation or enforcement thereof after the date hereof;

(vi)          any failure by the Company to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect;

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(vii)         (1) any action taken by the Company or its subsidiaries at Holdings’ written request (which Holdings shall not give or make without the consent of the Arrangers, such consent not to be unreasonably withheld) or (2) the failure to take any action by the Company or its subsidiaries if that action is prohibited by the Merger Agreement to the extent that Holdings fails to give its consent after receipt of a written request therefor;

(viii)        any change resulting or arising from the identity of, or any facts or circumstances relating to, Holdings, Merger Sub or their respective Affiliates;

(ix)           a decline in the price or trading volume of the Company’s common stock or any of the Company’s publicly traded debt securities on the New York Stock Exchange, provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such decline has resulted in, or contributed to, a Company Material Adverse Effect; and

(x)            any change or announcement of a potential change in the credit rating of the Company or any of its subsidiaries or any of their securities; provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect;

provided, further, that, with respect to clauses (i)(2), (i)(3), (ii) and (v), such changes, events or occurrences do not materially and disproportionately adversely affect the Company and its subsidiaries, taken as a whole, compared to other companies operating in the industries in which the Company and its subsidiaries operate.

Solely for the purposes of this definition of “Company Material Adverse Effect”, (a) “Governmental Entity” means any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity and (b) “Laws” means federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated Cash Taxes” means, as of any date for the applicable period ending on such date with respect to the Borrower Parties on a consolidated basis, the aggregate of all income, franchise and similar taxes (including penalties and interest), as determined in accordance with GAAP, to the extent the same are payable in cash with respect to such period.

“Consolidated Current Assets” means, with respect to any Person, the Current Assets of such Person and its Restricted Subsidiaries on a consolidated basis.

“Consolidated Current Liabilities” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all liabilities in accordance with GAAP that would be classified as current liabilities on the consolidated balance sheet of such Person, but excluding (a) the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability on the consolidated balance sheet of such Person, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue and (f) any L/C Obligations, Swing Line Loans or Revolving Credit Loans.

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“Consolidated EBITDA” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted (or, in the case of amounts pursuant to clauses (vii) and (xiii) below, not already included in Consolidated Net Income) for, without duplication,

(i)total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (A) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (C) non-cash interest payments, (D) the interest component of Capitalized Leases, (E) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (F) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (G) any expensing of bridge, commitment and other financing fees, but excluding total interest expense associated with Synthetic Lease Obligations) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),

(ii)provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii)depreciation and amortization expense and impairment charges (including amortization of intangible assets (including goodwill) and deferred financing fees or costs),

(iv)net after tax extraordinary, unusual or non-recurring charges, expenses or losses (including accruals and payments for amounts payable under executive employment agreements and losses on disposition of property outside of the ordinary course of business),

(v)other non-cash charges, expenses or losses (excluding any such non-cash charge, expense or loss to the extent that it represents an accrual of or reserve for cash expenses in any future period, an amortization of a prepaid cash expense that was paid in a prior period or write-off or writedown or reserves with respect to current assets (but including any non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization and variances and the non-cash portion of “straight line” rent expense)),

(vi)restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract

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termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges and consulting fees; provided that the aggregate amount of add backs made pursuant to this clause (vi) when added to the aggregate amount of add backs made pursuant to clause (vii) below, shall not exceed an amount equal to 10% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vi) or clause (vii) below),

(vii)the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized during such period (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transaction or any acquisition or disposition by the Borrower or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02, certifying that (x) such cost savings, operating expense reductions and synergies are reasonably anticipated to be realized within the timeframes set forth in clauses (I) and (II) below and factually supportable as determined in good faith by the Borrower, and (y) such actions have been taken or are to be taken within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transaction, 12 months after the Closing Date and (II) in all other cases, within 12 months after the consummation of the acquisition, disposition, or restructuring or implementation of such initiative relating to such acquisition, disposition or restructuring, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (vii) to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (vii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (D) the aggregate amount of add backs made pursuant to this clause (vii), when added to the aggregate amount of add backs made pursuant to clause (vi) above, shall not exceed an amount equal to 10% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clause (vi) above),

(viii)non cash expenses resulting from any employee benefit or management compensation plan or the grant of stock and stock options to employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting,

(ix)cash Transaction Costs,

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(x)management fees and expenses permitted under Section 7.08(d),

(xi)any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transaction or any Investment permitted under Section 7.02,

(xii)transaction fees and expenses incurred in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, any Casualty Event, or any amendments or waivers of the Loan Documents or the Senior Notes and Permitted Refinancings in connection therewith, in each case, whether or not consummated,

(xiii)the Pro Forma adjustments set forth on Schedule 1.01,

(xiv)proceeds from business interruption insurance (to the extent not reflected as revenue or income in Consolidated Net Income and to the extent that the related loss was deducted in the determination of Consolidated Net Income),

(xv)charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in connection with the Transaction, a Permitted Acquisition or any other acquisition permitted by Section 7.02 or any transaction permitted by Section 7.04, in each case, to the extent that coverage has not been denied and so long as such amounts are actually reimbursed to the Borrower and its Subsidiaries in cash within one year after the related amount is first added to Consolidated EBITDA pursuant to this clause (xv) (and if not so reimbursed within one year, such amount shall be deducted from Consolidated EBITDA during the next measurement period), and

(xvi)for any period ending on or before December 31, 2010, Public Company Costs incurred in such period, minus

(c)an amount which, in the determination of Consolidated Net Income, has been included for

(i)            all extraordinary, non-recurring or unusual gains and non-cash income during such period,

(ii)           any other non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal in such period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required, all as determined on a consolidated basis, and

(iii)          any gains realized upon the disposition of property outside of the ordinary course of business, plus/minus

(d)to the extent included in the determination of Consolidated Net Income, unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP, minus

(e)the amount of Restricted Payments made in reliance on Sections 7.06(e)(i), 7.06(e)(ii),

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7.06(e)(iii), 7.06(e)(vii) or 7.06(i) (except to the extent that (x) the amount paid with such Restricted Payments by Holdings would not, if the respective expense or other item had been incurred directly by the Borrower, have reduced Consolidated Net Income or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to this definition).

Notwithstanding anything to the contrary, to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments; and Consolidated EBITDA shall be deemed to be $148.7 million for the fiscal quarter ended December 31, 2009, $101.8 million for the fiscal quarter ended March 31, 2010 and $128.8 million for the fiscal quarter ended June 30, 2010.

“Consolidated Funded Indebtedness” means all Indebtedness of the type described in clauses (a), (b) and (f) of the definition of Indebtedness, of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), excluding (i) obligations in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder and (ii) Attributable Indebtedness of the type described in clause (b) of the definition of Attributable Indebtedness.

“Consolidated Funded Senior Secured Indebtedness” means Consolidated Funded Indebtedness that is secured by a Lien on assets of the Borrower or any Restricted Subsidiary, provided that such Consolidated Funded Indebtedness is not expressly subordinated pursuant to a written agreement in right of payment to the Obligations.

“Consolidated Interest Charges” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, (a) cash interest expense (excluding, to the extent included in interest expense, (i) amortization of deferred financing costs, and any other amounts of non-cash interest, (ii) fees and expenses associated with the consummation of the Transaction, (iii) annual agency fees paid to the Administrative Agent, (iv) costs associated with obtaining Swap Contracts, (v) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments, (vi) any cash costs associated with breakage in respect of hedging arrangements for interest rates, (vii) the imputed interest component of, or other interest payments in respect of, Synthetic Lease Obligations and (viii) fees and expenses associated with any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not consummated)), as determined in accordance with GAAP, minus (b) total cash interest income of such Person and its Restricted Subsidiaries on a consolidated basis.

“Consolidated Net Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items, (ii) any amounts attributable to Investments in any Unrestricted Subsidiary or Joint Venture to the extent that either (x) such amounts have not been distributed in cash to such Person and its Restricted Subsidiaries during the applicable period, (y) such amounts were not earned by such Unrestricted Subsidiary or Joint Venture during the applicable period or (z) there exists in respect of any future period any encumbrance or restriction on the ability of such Unrestricted Subsidiary or Joint Venture to pay dividends or make any other distributions in cash on the

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Equity Interests of such Unrestricted Subsidiary or Joint Venture held by such Person and its Restricted Subsidiaries, (iii) the cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (iv) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during such period (or, for purposes of calculating Cumulative Credit, either during such period or in respect of any future period), there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent that such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary of such Person that is not itself subject to any such encumbrance or restriction, (vi) to the extent not already excluded or deducted as minority interest expense in accordance with GAAP, payments made in respect of minority interests of third parties in any non-wholly owned Restricted Subsidiary or Joint Venture in such period, including pursuant to dividends declared or paid on Equity Interests held by third parties in respect of such non-wholly owned Subsidiary or Joint Venture and (vii) the cumulative effect of a change in accounting principles during such period) as determined in accordance with GAAP.

“Consolidated Parties” means the collective reference to Holdings and its Restricted Subsidiaries, and “Consolidated Party” means any one of them.

“Consolidated Scheduled Funded Debt Payments” means, as of any date for the applicable period ending on such date with respect to the Borrower Parties on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments required pursuant to Section 2.05, in each case as applied pursuant to Section 2.05, as determined in accordance with GAAP.

“Consolidated Total Assets” means, the consolidated total assets of the Borrower and its Restricted Subsidiaries as set forth on the consolidated balance sheet of the Borrower as of the most recent period for which financial statements were required to have been delivered pursuant to Section 6.01(a) and (b).

“Continuing Directors” shall mean the directors of Holdings on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by at least a majority of the then Continuing Directors or such other director receives the vote of the Sponsor in his or her election by the stockholders of Holdings.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Control Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies.

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“Credit Extension” means each of the following:  (a) a Borrowing and (b) an L/C Credit Extension.

“CS Securities” means Credit Suisse Securities (USA) LLC and its successors.

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to:

(a) the sum of the products obtained by multiplying (i) the applicable Retained Percentage by (ii) Excess Cash Flow, in each case for each Excess Cash Flow Period in respect of which a Compliance Certificate has been delivered as required hereunder, plus

(b) the Net Cash Proceeds of any Permitted Equity Issuance (other than Cure Amounts) at such time Not Otherwise Applied, plus

(c) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(s) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests of an Unrestricted Subsidiary or the acquisition of any minority Investments, an amount equal to the aggregate amount received by the Borrower or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any such Restricted Subsidiary) of any such Equity Interests of any such Unrestricted Subsidiary or any such minority Investments, or (ii) any dividend or other distribution by any such Unrestricted Subsidiary or received in respect of any such minority Investments, or (iii) interest, returns of principal, repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such minority Investments, plus

(d) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(s) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, in the event any such Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, an amount equal to the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable);

as such amount may be reduced from time to time to the extent that all or a portion of Cumulative Credit is applied to make Investments, Restricted Payments, prepayments of Junior Financing or Capital Expenditures to the extent permitted hereunder.

“Cure Amount” has the meaning specified in Section 8.03.

“Current Assets” means, with respect to any Person, all assets of such Person that, in accordance with GAAP, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP, but excluding (i) cash, (ii) Cash Equivalents, (iii) Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of such Person, (iv) deferred financing fees, (v) payment for deferred taxes (so long as the items described in clauses (iv) and (v) are non-cash items) and (vi) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross accounts receivable comprising part of the receivables and other related assets subject to such Permitted Receivables Financing minus (y) collection by such Person against the amounts

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sold pursuant to clause (x).

“Declined Amounts” has the meaning specified in Section 2.05(c).

“Debt Fund Affiliate” means any Affiliate of Holdings that is a bona fide diversified debt fund, provided that the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of any such fund.

“Debt Issuance” means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans under the applicable Facility plus (c) 2.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generally in which it commits to extend credit, (c) has failed, within three Business Days after reasonable request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Discharged Existing Notes” means the 7 1/8% Senior Subordinated Notes due 2015 of the Company, in each case that remain outstanding on the Closing Date (the “Existing Notes”); provided, however, that no such notes shall constitute the Discharged Existing Notes unless, on or prior to the Closing Date, the indentures governing the Existing Notes shall have been satisfied and discharged, and (except to the extent expressly set forth in Section 11.01 of the indenture governing the Existing Notes) shall be of no effect as to the Existing Notes, as a result of the Company having complied with all requirements of section 11.01 of the indenture governing the Existing Notes, including the irrevocable deposit with the trustees under such indentures of the trust funds required by such sections.  For the avoidance of doubt, the outstanding principal amount of the Discharged Existing Notes shall be deemed

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to be nil for all purposes hereunder.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided, however, that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Maturity Date of the Term B Facility; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any Parent Holding Company), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia and any other Subsidiary that is not a “controlled foreign corporation” under Section 957 of the Code.

“Dutch Auction” means an auction (an “Auction”) conducted by Holdings or one of its Subsidiaries in order to purchase Term A Loans, Term B Loans, New Term Loans and Specified Refinancing Term Loans in accordance with the following procedures or such other procedures as may be agreed to between the Administrative Agent and the Borrower:

(A) Notice Procedures.  In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the applicable Lenders) of the Term A Loans, Term B Loans, New Term Loans or Specified Refinancing Term Loans that will be the subject of the Auction (an “Auction Notice”).  Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (i) the total cash value of the bid, in a minimum amount of $20,000,000 with minimum increments of $5,000,000 (the “Auction Amount”), and (ii) the discount to par, which shall be a range, (the “Discount Range”) of percentages of the par principal amount of the Term A Loans, Term B Loans, New Term Loans or Specified Refinancing Term Loans at issue that represents the range of purchase prices that could be paid in the Auction.

(B) Reply Procedures.  In connection with any Auction, each applicable Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent

17

with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of the applicable Loans which must be in increments of $5,000,000 (the “Reply Amount”).  A Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of the applicable Loans.  Lenders may only submit one Return Bid per Auction.  In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, a form of assignment and acceptance (the “Form of Assignment and Acceptance”) in a form reasonably acceptable to the Administrative Agent.

(C) Acceptance Procedures.  Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which Holdings or its Subsidiary, as applicable, can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow Holdings or its Subsidiary, as applicable, to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), Holdings or its Subsidiary shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Discount equal to the highest Reply Discount.  Holdings or its Subsidiary, as applicable, shall purchase the applicable Loans (or the respective portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided that if the aggregate proceeds required to purchase all applicable Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, Holdings or its Subsidiary, as applicable, shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent).  Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due.

(D) Additional Procedures.  Once initiated by an Auction Notice, Holdings or its Subsidiary, as applicable, may not withdraw an Auction other than a Failed Auction.  Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b) (subject to such consents, if any, as may be required under Section 10.07(b)(iii)).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, including common law, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, or governmental restrictions relating to pollution and the protection of the environment or the release of, or exposure to, any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract,

18

agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” has the meaning given to such term in the definition of the “Transaction.”

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” has the meaning given to such term in the definition of the “Transaction.”

“Equity Issuance” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Loan Party is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) or insolvent (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (i) the conditions for the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA shall have been met with respect to any Pension Plan.

“Eurodollar Rate” means:

(a)for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum

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determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate =	Eurodollar Base Rate
	1.00 — Eurodollar Reserve Percentage

where,

“Eurodollar Base Rate” means the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period with respect to a Eurodollar Rate Loan; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate =	Eurodollar Base Rate
	1.00 — Eurodollar Reserve Percentage

where,

“Eurodollar Base Rate” means the rate per annum as of such date equal to (i) BBA LIBOR, as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to such date, for Dollar deposits with a term of one month commencing on that day or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental, marginal or other reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Loan the interest on which is determined by reference to the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

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“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, with respect to any Excess Cash Flow Period, an amount, not less than zero, equal to (a) the sum, without duplication, of (i) Consolidated Net Income of the Borrower Parties for such fiscal year plus (ii) the amount of all non-cash charges (including depreciation, amortization and deferred tax expense) deducted in arriving at such Consolidated Net Income plus (iii) the aggregate net amount of non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, minus (b) without duplication (in each case, for the Borrower and its Restricted Subsidiaries on a consolidated basis):

(i)Capital Expenditures, except to the extent made using the Cumulative Credit, that are (A) actually made during such Excess Cash Flow Period or (B) committed although not actually made during such Excess Cash Flow Period, so long as such Capital Expenditures are actually made within six (6) months after the end of such Excess Cash Flow Period, provided that (x) if any Capital Expenditures are deducted from Excess Cash Flow pursuant to (B) above, such amount shall be added to the Excess Cash Flow for the immediately succeeding Excess Cash Flow Period if the expenditure is not actually made within such six (6) month period and (y) no deduction shall be taken in the immediately succeeding Excess Cash Flow Period when such amounts deducted pursuant to clause (B) are spent;

(ii)Consolidated Scheduled Funded Debt Payments and, to the extent not otherwise deducted from Consolidated Net Income, Consolidated Cash Taxes;

(iii)Restricted Payments made by the Borrower Parties to the extent that such Restricted Payments are permitted to be made under Section 7.06(e), solely to the extent made, directly or indirectly, with the proceeds from events or circumstances that were included in the calculation of Consolidated Net Income and excluding any Restricted Payments made using the Cumulative Credit;

(iv)the aggregate amount of voluntary or mandatory permanent principal payments or mandatory repurchases of Indebtedness for borrowed money of the Borrower Parties (excluding the Obligations and the Revolving Credit Commitments); provided, that (A) such prepayments or repurchases are otherwise permitted hereunder, (B) if such Indebtedness consists of a revolving line of credit, the commitments under such line of credit are permanently reduced by the amount of such prepayment or repurchase, and (C) such prepayments or repurchases are not made, directly or indirectly, using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period (including any proceeds from Indebtedness) or (2) the Cumulative Credit;

(v)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness to the extent that the amount so prepaid, satisfied or discharged is not deducted from Consolidated Net Income for purposes of calculating Excess Cash Flow;

(vi)cash payments made in satisfaction of non-current liabilities (excluding payments of Indebtedness for borrowed money) not made directly or indirectly using (1)

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proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period or (2) the Cumulative Credit;

(vii)to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transaction or, to the extent permitted hereunder, any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not consummated) and any Restricted Payment made pursuant to Section 7.06(g) or (j) to pay any of the foregoing;

(viii)the aggregate amount of expenditures actually made in cash during such period (including expenditures for payment of financing fees) to the extent such expenditures are not expensed during such period;

(ix)cash from operations used or to be used to consummate a Permitted Acquisition or Investments permitted under Section 7.02 (if such Permitted Acquisition or Investments have been consummated prior to the date on which a prepayment of Loans would be required pursuant to Section 2.05(b)(i) with respect to such fiscal year period); provided, however, that if any amount is deducted from Excess Cash Flow pursuant to this clause (ix) with respect to a fiscal year as a result of a Permitted Acquisition or Investment that has been committed to be consummated but not yet actually consummated at the time of such deduction (the amount of such cash being the “Relevant Deduction Amount”) then for the avoidance of doubt, such amount shall not be deducted from Excess Cash Flow pursuant to this clause (ix) as a result of such Permitted Acquisition or Investment, as the case may be, being actually consummated for the Relevant Deduction Amount;

(x)the amount of cash payments made in respect of pensions and other post-employment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income;

(xi)cash expenditures in respect of Swap Contracts during such fiscal year to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period;

(xii)the aggregate principal amount of all mandatory prepayments of the Term Facilities made during such Excess Cash Flow Period pursuant to Section 2.05(b)(ii), or reinvestments of Net Cash Proceeds in lieu thereof, to the extent that the applicable Net Cash Proceeds were taken into account in calculating Consolidated Net Income for such Excess Cash Flow Period;

(xiii)the amount representing accrued expenses for cash payment (including with respect to retirement plan obligations) that are not paid in cash in such Excess Cash Flow Period, provided that such amounts will be added to Excess Cash Flow for the following fiscal year to the extent not paid in cash within six (6) months after the end of such Excess Cash Flow Period (and no future deduction shall be made for purposes of this definition when such amounts are paid in cash in any future period); and

(xiv)net non-cash gains and credits to the extent included in arriving at Consolidated

22

Net Income; plus/minus

(c) decreases/increases, as applicable, in Net Working Capital.

“Excess Cash Flow Period” means any fiscal year of the Borrower, commencing with the fiscal year ended on or about September 30, 2011.

“Excluded Subsidiary” means any Subsidiary that is (a) a Foreign Subsidiary, (b) an Unrestricted Subsidiary, (c) a Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries, (d) not wholly owned directly by the Borrower or one or more of its wholly owned Restricted Subsidiaries, (e) an Immaterial Subsidiary that is designated as such by the Borrower, (f) established or created pursuant to Section 7.02(x), provided that such Subsidiary shall only be an Excluded Subsidiary for the period immediately prior to such acquisition, or (g) any Permitted Receivables Financing Subsidiary.

“Existing Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of July 25, 2008, among NBTY, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent thereunder, each lender from time to time party thereto and certain others.

“Existing Facility Agreement” means that certain Facility Agreement, dated as of September 20, 2006, among Good N’ Natural Limited and JPMorgan Chase Bank, N.A., London Branch.

“Existing Letters of Credit” means the Letters of Credit described on Schedule 7.03 under the heading “Existing Letters of Credit”.

“Facility” means the Term A Facility, the Term B Facility, any New Term Facility, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“FATCA” has the meaning specified in Section 3.01(a).

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the Fee Letter, dated July 14, 2010, among Holdings, Barclays Bank, BAS, Banc of America Bridge LLC, Bank of America, N.A., CS Securities and Credit Suisse AG.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” of any Person means Indebtedness for borrowed money of such Person that by its terms matures more than one (1) year after the date of its creation or matures within one (1) year from any date of determination but is renewable or extendible, at the option of such Person, to a date more than one (1) year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year after such date.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be

24

an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings and the Subsidiaries of the Borrower listed on Schedule I (such Subsidiaries of the Borrower not to include any Excluded Subsidiary) and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant to any Environmental Law.

“Hedge Bank” means any Person that (i) at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, or (ii) is, as of the Closing Date, a Lender or an Affiliate of a Lender and a party to a Secured Hedge Agreement, in each case, in its capacity as a party to such Secured Hedge Agreement.

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“ICC” has the meaning specified in Section 2.03(g).

“Immaterial Subsidiary” means any Subsidiary of the Borrower that, as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01(a) and (b), does not have assets (together with the assets of all other Immaterial Subsidiaries) in excess of 1.5% of Consolidated Total Assets.

“Impositions” has the meaning set forth in Section 3.01(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)the maximum amount of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)net obligations of such Person under any Swap Contract;

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(d)all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (z) expenses accrued in the ordinary course of business);

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)all Attributable Indebtedness;

(g)all obligations of such Person in respect of Disqualified Equity Interests; and

(h)all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or the foreign equivalent thereof) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of Indebtedness of any Person for purposes of clause (e) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intellectual Property Security Agreement” means, collectively, the intellectual property security agreement, substantially in the form of Exhibit B to the Security Agreement together with each intellectual property security agreement supplement executed and delivered pursuant to Section 6.12.

“Intercompany Subordination Agreement” means an intercompany subordination agreement, in substantially the form of Exhibit K hereto, or otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“Interest Coverage Ratio” means, with respect to the Borrower Parties on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the four (4) fiscal quarter period ending on such date, the ratio of (a) Consolidated EBITDA of the Borrower Parties to (b) the Consolidated Interest Charges of the Borrower Parties; provided, that when calculating the Interest Coverage Ratio, the Consolidated Interest Charges shall be equal to (i) for the period ending on or about March 31, 2011, the Consolidated Interest Charges of the Borrower Parties for the fiscal quarter ending on or about March 31, 2011, multiplied by four; (ii) for the period ending on or about June 30, 2011, the Consolidated Interest Charges of the Borrower Parties for the two fiscal quarters ending on or about June 30, 2011, multiplied by two; and (iii) for the period ending on or about September 30, 2011, the Consolidated Interest Charges of the Borrower Parties for the three fiscal quarters ending on or about September 30, 2011, multiplied by

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four-thirds.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by all Appropriate Lenders, nine or twelve months thereafter, as selected by the Borrower in its Committed Loan Notice; provided, that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

“IP Rights” has the meaning set forth in Section 5.16.

“IP Security Agreement Supplement” has the meaning specified in the Security Agreement.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices

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1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries, and (b) any Person in whom the Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“Junior Financing” has the meaning specified in Section 7.14.

“Junior Financing Documentation” means the Senior Notes, the Senior Notes Indenture, and any documentation governing any other Junior Financing.

“Laws” means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Barclays Bank, in its capacity as an issuer of standby Letters of Credit hereunder (it being understood that Barclays Bank shall not be obligated to issue any commercial Letters of Credit hereunder) and any other Lender reasonably acceptable to the Borrower and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer and the Swing Line Lender.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer, together with a request for L/C Credit Extension, substantially in the form of Exhibit A-2 hereto.

“Letter of Credit Expiration Date” means the day that is three (3) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to $50,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term A Loan, a Term B Loan, a New Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) the Assumption Agreement and (viii) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.18 of this Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities (actual or contingent), financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective obligations under the Loan Documents to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under the Loan Documents.

“Material Foreign Subsidiary” means any Foreign Subsidiary of the Borrower that meets all of the following criteria as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01(a): (a) the assets of such Subsidiary and its Restricted Subsidiaries (on

29

a consolidated basis) as of such date are greater than or equal to 5.0% of the consolidated assets of the Borrower and its Restricted Subsidiaries as of such date; and (b) the revenues of such Subsidiary and its Restricted Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date are greater than or equal to 5.0% of the consolidated revenues of the Borrower and its Restricted Subsidiaries for such period.

“Material Real Property” means any parcel of real property (other than a parcel with a fair market value of less than $7,500,000) owned in fee by a Loan Party; provided, however, that one or more parcels owned in fee by a Loan Party and located adjacent to, contiguous with, or in close proximity to, any other parcels owned in fee by a Loan Party shall, in the reasonable discretion of the Administrative Agent, be deemed to be one parcel for the purposes of this definition.

“Material Subsidiary Guarantor” means any Subsidiary Guarantor which individually constitutes at least 5.0% of the Borrower’s Consolidated Total Assets as of the date of the last financial statements delivered pursuant to this Credit Agreement.

“Maturity Date” means: (a) with respect to the Revolving Credit Facility, the earlier of (i) October 1, 2015 and (ii) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitments, and the Swing Line Commitments pursuant to Section 2.06(a) or 8.02; (b) with respect to the Term A Facility, the earliest of (i) April 1, 2016, (ii) the date of termination in whole of the Term A Commitments pursuant to Section 2.06(a) prior to any Term A Borrowing and (iii) the date that the Term A Loans are declared due and payable pursuant to Section 8.02; and (c) with respect to the Term B Facility, the earliest of (i) October 1, 2017, (ii) the date of termination in whole of the Term B Commitments pursuant to Section 2.06(a) prior to any Term B Borrowing and (iii) the date that the Term B Loans are declared due and payable pursuant to Section 8.02.

“Maximum Rate” has the meaning specified in Section 10.10.

“Maximum Total Senior Secured Leverage Ratio” means the requirement that the Total Senior Secured Leverage Ratio be 3.50:1.00 or less.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of July 15, 2010, among the Company, Merger Sub and Holdings (including the related disclosure schedules and exhibits thereto).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders substantially in the form of Exhibit H (with such changes as may be customary to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“Mortgage Policies” has the meaning specified in Section 6.14(b)(ii).

“Mortgaged Properties” means the Material Real Properties identified on Schedule 5.08(b) and any other Material Real Property with respect to which a Mortgage is required pursuant to Section 6.12.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means:

(a)with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary (other than any Disposition of any Permitted Receivables Financing Assets by the Borrower or any Restricted Subsidiary to a Permitted Receivables Financing Subsidiary) or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary and including any proceeds received as a result of unwinding any related Swap Contract in connection with such related transaction) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith), (C) income taxes reasonably estimated to be actually payable within two (2) years of the date of the relevant Disposition or Casualty Event as a result of any gain recognized in connection therewith and any repatriation costs associated with receipt by the Borrower of such proceeds, (D) any costs associated with unwinding any related Swap Contract in connection with such transaction, and (E) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within two (2) years after such Disposition or Casualty Event, the amount of such reserve;

(b)with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance or in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;

(c)with respect to the incurrence or issuance of any Indebtedness by the Borrower or

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any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance or in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, taxes reasonably estimated to be actually payable within two (2) years of the date of such incurrence or issuance and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and any costs associated with unwinding any related Swap Contract in connection therewith; and

(d)with respect to the Disposition of any Permitted Receivables Financing Assets by the Borrower or any Restricted Subsidiary to a Permitted Receivables Financing Subsidiary, the excess, if any, of (x) the cash and Cash Equivalents that at any time exceed (when taken together with all amounts that at such time have been received by a Permitted Receivables Financing Subsidiary pursuant to Section 7.02(y) and not repaid) $25,000,000 received in connection with (i) any sale of Permitted Receivables Financing Assets by the Borrower or any of its Restricted Subsidiaries, (ii) the repayment to the Borrower or any of its Restricted Subsidiaries of any loan solely to finance the purchase from the Borrower or any Restricted Subsidiary of Permitted Receivables Financing Assets and (iii) any return of capital invested by the Borrower or any Restricted Subsidiary in a Permitted Receivables Financing Subsidiary for such Permitted Receivables Financing over (y) customary upfront fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such Permitted Receivables Financing and not already deducted from the amounts received pursuant to clause (x) above.

“Net Working Capital” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, Consolidated Current Assets minus Consolidated Current Liabilities.

“New Term Facility” has the meaning specified in Section 2.17(a).

“New Term Facility Effective Date” has the meaning specified in Section 2.17(c).

“New Term Loan” has the meaning specified in Section 2.17(a).

“No Undisclosed Information Representation” by a Person means a representation that such Person is not in possession of any material non-public information that has not been disclosed to investors or has not otherwise been disseminated in a manner making it available to investors generally, in each case within the meaning of Regulation FD, prior to such time, with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Not Otherwise Applied” means, with reference to any proceeds of any transaction or event or of Excess Cash Flow or the Cumulative Credit that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 2.05(b) and (b) has not previously been (and is not simultaneous being) applied to anything other than such particular use or transaction (including any application thereof as a Cure Right pursuant to Section 8.03).

“Note” means a Term A Note, a Term B Note or a Revolving Credit Note, as the context may require.

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“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that (a) obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements or any Cash Management Obligations.  Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Affiliate” means any Affiliate of Holdings other than (i) any Subsidiary of Holdings and (ii) any natural person.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term A Loans, Term B Loans, New Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term A Loans, Term B Loans, New Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent Holding Company” means any direct or indirect parent of the Borrower, who does not hold Equity Interests in any other Person (except for any other Parent Holding Company).

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“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning set forth in Section 10.07(m).

“PATRIOT Act” has the meaning specified in Section 10.22.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act of 2006, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act of 2006 and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any “employee pension benefit plan” (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Equity Issuance” means any sale or issuance of any Equity Interests (other than Disqualified Equity Interests) of Holdings, the proceeds of which are contributed to the common equity of the Borrower.

“Permitted Holders” means the collective reference to the Sponsor and its Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing), directors and members of management of Holdings and its Subsidiaries that have ownership interests in Holdings (for so long as the ownership interests held by such directors or members of management are less than the ownership interests held by the Sponsor).

“Permitted Ratio Debt” means unsecured Indebtedness consisting of notes or loans under credit agreements, indentures or other similar agreements or instruments; provided that (A) (1) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety one (91) days after the latest Maturity Date in respect of the Facilities in effect at the time of the incurrence or issuance of such Permitted Ratio Debt (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), and (2) the covenants, events of default, guarantees and other terms of such Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) and in any event, when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in the foregoing clause (2), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower

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of its objection during such five Business Day period) and (3) if such Indebtedness is subordinated, the Facility shall have been, and while the Facilities remain outstanding no other Indebtedness is or is permitted to be, designated as “Designated Senior Debt” or its equivalent in respect of such Indebtedness; (B) immediately before and immediately after giving Pro Forma Effect to the incurrence of such Indebtedness, no Default shall have occurred and be continuing; and (C) immediately after giving effect to the incurrence of such Indebtedness and any prepayment or repayment of Indebtedness with all or a portion of the proceeds of such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and with a maximum Total Leverage Ratio of 4.5:1.0, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail.

“Permitted Receivables Financing” means any Receivables Financing of a Permitted Receivables Financing Subsidiary that meets the following conditions: (a) such Permitted Receivables Financing (including financing terms, covenants, termination events and other provisions) shall be in the aggregate economically fair and reasonable to the Borrower and the Permitted Receivables Financing Subsidiary, (b) all sales and/or contributions of Permitted Receivables Financing Assets to the Permitted Receivables Financing Subsidiary shall be made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms for similar transactions and may include Standard Securitization Undertakings; provided that a Responsible Officer of the Borrower shall have provided a certificate to such effect to the Administrative Agent at least five Business Days prior to the incurrence of such Permitted Receivables Financing, together with a reasonably detailed description of the material terms and conditions of such Permitted Receivables Financing or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements set out in the foregoing clauses (a) and (c), which certificate shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period.

“Permitted Receivables Financing Assets” means the accounts receivable subject to a Permitted Receivables Financing, and related assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivables, and the proceeds thereof.

“Permitted Receivables Financing Fees” means reasonable and customary distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Permitted Receivables Financing Subsidiary in connection with, any Permitted Receivables Financing.

“Permitted Receivables Financing Subsidiary” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Borrower or any Restricted Subsidiary of the Borrower makes an Investment and to which the Borrower or any Restricted Subsidiary of the Borrower transfers Permitted Receivables Financing Assets) that engages in no activities other than in connection with the financing of Permitted Receivables Financing Assets of the Borrower or its Restricted Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Borrower or such other Person (as provided below) as a Permitted Receivables Financing Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the

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Borrower or any other Restricted Subsidiary of the Borrower, other than another Permitted Receivables Financing Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any other Restricted Subsidiary of the Borrower, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or any other Restricted Subsidiary of the Borrower, other than another Permitted Receivables Financing Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Borrower or any other Restricted Subsidiary of the Borrower, other than another Permitted Receivables Financing Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower and (c) to which none of the Borrower or any other Restricted Subsidiary of the Borrower, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.  Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended except by an amount equal to accrued and unpaid interest and a reasonable premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing commitments unutilized thereunder; (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended; (c) if the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement, exchange or extension is subordinated in right of payment to the Obligations on terms as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended; (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced, exchanged or extended Indebtedness are, (A) either (i) customary for similar debt securities in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (ii) not materially less favorable to the Loan Parties or the Lenders, taken as a whole, than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, and (B) when taken as a whole (other than interest rate and redemption premiums), not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in the foregoing clause (d), shall be conclusive evidence that such terms and conditions satisfy such

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requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (e) such modification, refinancing, refunding, renewal, replacement, exchange or extension is incurred by the Person who is the obligor or guarantor on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; and (f) at the time thereof, no Event of Default shall have occurred and be continuing.

“Permitted Surviving Debt” has the meaning given to such term in the definition of the “Transaction.”

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Interests” has the meaning specified in the Security Agreement.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and certified by a Responsible Officer of the Borrower.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.19), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided, that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect

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to any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Public Company Costs” means, as to any Person, costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity securities held by the public, the rules of national securities exchange companies with listed equity securities, costs relating to investor relations, shareholder meetings and reports to shareholders, in each case to the extent arising solely by virtue of the public listing of such Person’s equity, provided that any such costs arising from the public listing of such Person’s debt securities shall not constitute Public Company Costs.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified IPO” means the issuance by Holdings or any Parent Holding Company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such Equity Interests are listed on a nationally-recognized stock exchange in the U.S.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Borrower or any of its Restricted Subsidiaries pursuant to which the Borrower or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by the Borrower or any of its Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of the Borrower or any of its Restricted Subsidiaries.

“Refinancing” has the meaning given to such term in the definition of the “Transaction.”

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.20.

“Register” has the meaning set forth in Section 10.07(c).

“Regulation S-X” means Regulation S-X under the Securities Act of 1933, as amended.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Repricing Transaction” means (a) the incurrence by any Loan Party of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement), (i) having an effective interest rate margin or weighted average yield (to be determined by the Administrative Agent consistent with generally accepted financial practice, after giving effect to, among other factors, interest rate margins, upfront or similar fees, original issue discount or Eurodollar Rate or Base Rate floors shared with all lenders or holders thereof, but excluding the effect of any arrangement,

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structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof or any fluctuations in the Eurodollar Rate or the Base Rate) that is less than the Applicable Rate for, or weighted average yield (to be determined by the Administrative Agent on the same basis) of, the Term B Loans, and (ii) the proceeds of which are used to repay, in whole or in part, principal of outstanding Term B Loans and (b) any amendment, waiver or other modification to this Agreement which would have the effect of reducing the Applicable Rate for Term B Loans (other than, in each case, any such transaction or amendment or modification accomplished together with the substantially concurrent refinancing of all Facilities hereunder and other than any amendment to a financial maintenance covenant herein or in the component definitions thereof that may result in a reduction in the Applicable Rate for Term B Loans).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term A Loans, Term B Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term A Commitments, (c) aggregate unused Term B Commitments and (d) aggregate unused Revolving Credit Commitments; provided, that the unused Term A Commitments, unused Term B Commitments, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or any Affiliate Lender (other than any Debt Fund Affiliate) shall in each case be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date (except as otherwise expressly set forth in Section 4.01), any vice president, secretary or assistant secretary.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted

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Subsidiary.

“Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the percentage of Excess Cash Flow for such Excess Cash Flow Period that is required to be used to prepay Loans pursuant to Section 2.05(b)(i).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  The aggregate Commitment of all Revolving Credit Lenders shall be $250,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Increase Effective Date” has the meaning specified in Section 2.14(d).

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“S&P” means Standard & Poor’s Financial Services LLC, a wholly-owned subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank to the extent that such Cash Management Agreement is designated in writing by the Borrower and such Cash Management Bank to the Administrative Agent as a Secured Cash Management Agreement.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Obligations” has the meaning specified in the Security Agreement.

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“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Security Agreement” means, collectively, the Security Agreement dated the date hereof executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement and security agreement supplement executed and delivered pursuant to Section 6.12.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Notes” means the 9% unsecured senior notes of the Borrower due 2018 in an aggregate principal amount of $650,000,000 issued on the Closing Date, and any exchange notes issued in exchange therefor, in each case, pursuant to the Senior Notes Indenture.

“Senior Notes Indenture” means the Indenture dated as of October 1, 2010 between The Bank of New York Mellon, as trustee, the Borrower and the Guarantors, together with all instruments and other agreements in connection therewith, as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Loan Documents.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(g).

“Specified Refinancing Debt” has the meaning specified in Section 2.20.

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans.

“Specified Representations” means the representations and warranties made in Sections 5.01(a) and (b)(ii), 5.02(a), 5.04, 5.13, 5.17 and 5.18.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment that results in a Person becoming a Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of initiative not in the ordinary course of business and described in reasonable detail in the officer’s certificate of the Borrower.

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“Sponsor” means Carlyle Partners V, L.P. and its Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing).

“Sponsor Management Agreement” means the Management Agreement, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent that such amendment, supplement or modification (i) does not increase the obligation of Holdings or any of its Affiliates to make payments thereunder and (ii) is otherwise permitted under the terms of the Loan Documents.

“Standard Securitization Undertakings” means reasonable and customary representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary of the Borrower in connection with a Permitted Receivables Financing.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor” means, collectively, the Restricted Subsidiaries of the Borrower that are Guarantors.

“Subsidiary Guaranty” means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“Supplemental Administrative Agent” has the meaning specified in Section 9.14 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap

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Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Barclays Bank in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

“Taxes” has the meaning specified in Section 3.01(a).

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term A Commitments is $250,000,000.

“Term A Facility” means, at any time, (a) prior to the Closing Date, the aggregate Term A Commitments of all Term A Lenders at such time, and (b) thereafter, the aggregate Term A Loans of all Term A Lenders at such time.

“Term A Increase Effective Date” has the meaning specified in Section 2.15(d).

“Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility.

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“Term A Note” means a promissory note of the Borrower payable to the order of any Term A Lender, in substantially the form of Exhibit C-1 hereto, evidencing the indebtedness of the Borrower to such Term A Lender resulting from the Term A Loans made or held by such Term A Lender.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(b).

“Term B Commitment” means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term B Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  The initial aggregate amount of the Term B Commitments is $1,500,000,000.

“Term B Facility” means, at any time, (a) prior to the Closing Date, the aggregate Term B Commitments of all Term B Lenders at such time, and (b) thereafter, the aggregate Term B Loans of all Term B Lenders at such time.

“Term B Increase Effective Date” has the meaning specified in Section 2.16(d).

“Term B Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term B Loans at such time.

“Term B Loan” means an advance made by any Term B Lender under the Term B Facility.

“Term B Note” means a promissory note of the Borrower payable to the order of any Term B Lender, in substantially the form of Exhibit C-2 hereto, evidencing the indebtedness of the Borrower to such Term B Lender resulting from the Term B Loans made or held by such Term B Lender.

“Term Loan” means a Term A Loan or a Term B Loan, as the context may require.

“Term Loan Facility” means, collectively, the Term A Facility and the Term B Facility.

“Threshold Amount” means $40,000,000.

“Total Leverage Ratio” means, with respect to the Borrower Parties on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the four (4) fiscal quarter period ending on such date, the ratio of (a) Consolidated Funded Indebtedness (net of up to an aggregate maximum of $125,000,000 of (i) unrestricted cash and Cash Equivalents on hand and (ii) cash and Cash Equivalents restricted in favor of the Administrative Agent or any Lender; provided that any cash and Cash Equivalents attributable to Foreign Subsidiaries shall be calculated net of any reasonably anticipated repatriation costs and expenses with domesticating such cash and Cash Equivalents from such Subsidiaries) of the Borrower Parties on the last day of such period to (b) Consolidated EBITDA of the Borrower Parties for such period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Total Senior Secured Leverage Ratio” means, with respect to the Borrower Parties on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the four (4) fiscal quarter period ending on such date, the ratio of (a) Consolidated Funded Senior Secured Indebtedness (net of up to an aggregate maximum of $125,000,000 of (i) unrestricted cash and Cash Equivalents on hand and (ii) cash and Cash Equivalents restricted in favor of the Administrative Agent or any Lender; provided that any cash and Cash Equivalents attributable to Foreign Subsidiaries shall be calculated net of any reasonably anticipated repatriation costs and expenses with domesticating such cash and Cash Equivalents from such Subsidiaries) of the Borrower Parties on the last day of such period to (b) Consolidated EBITDA of the Borrower Parties for such period.

“Transaction” means the acquisition of the Company by Holdings, together with each of the following transactions consummated or to be consummated in connection therewith:

(a)           the Merger.

(b)           equity investments in Holdings (the “Equity Contribution”) in an aggregate amount not less than 35% of the total pro forma consolidated capitalization of the Borrower after giving effect to the Transaction (excluding, for the avoidance of doubt, any undrawn letters of credit issued on the Closing Date) from the Sponsor, certain of its Affiliates, members of management of the Company (the Sponsor and such Affiliates and members of senior management, in such capacity, being collectively referred to herein as the “Equity Investors”), all of which investments shall be in the form of common equity or preferred equity on terms and conditions reasonably acceptable to the Arrangers, the proceeds of which shall be contributed to the Borrower either (i) in cash as common equity or (ii) in the case of members of management, as rollover equity; provided that not less than 50.1% of the total Equity Contribution shall be contributed by the Sponsor.

(c)           substantially all existing Indebtedness for borrowed money of the Company and its Subsidiaries being refinanced, terminated or discharged and satisfied (including Indebtedness under the Existing Credit Agreement and the Existing Facility Agreement and all Liens and guarantees in each case in respect thereof released and discharged (the “Refinancing”) other than (i) outstanding industrial revenue bonds of approximately $15,000,000 relating to the Company’s Augusta, Georgia facility and (ii) other Indebtedness in an amount reasonably satisfactory to the Arrangers and described on Schedule 7.03 and (iii) for the avoidance of doubt, Discharged Existing Notes (but only until the date that is 31 days after the Closing Date) (collectively, the “Permitted Surviving Debt”), and fees, premiums and expenses incurred in connection with the Transaction (the “Transaction Costs”) being paid.

(d)           Merger Sub or the Company obtaining the Facilities.

(e)           Merger Sub or the Company issuing and selling the Senior Notes in a Rule 144A or other private placement on the Closing Date yielding at least $650 million in gross cash proceeds on the Closing Date.

“Transaction Costs” has the meaning given to such term in the definition of the “Transaction.”

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“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary after the Closing Date and so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.02, (iv) without duplication of clause (iii), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 7.02, (v) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under the Senior Notes Indenture and all Permitted Refinancing in respect thereof and (vi) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (v), and containing the calculations and information required by the preceding clause (ii), and (b) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (A) no Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (A) and (B), and containing the calculations and information required by the preceding clause (B); provided, further, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“U.S. Lender” has the meaning set forth in Section 10.15(b).

“U.S. Tax Law Change”means, as applied in respect of any Lender or Agent, as the case may be, the occurrence after the date it first became a party to this Agreement (including, for the avoidance of doubt, by means of assignment) of the enactment of any applicable United States federal tax law or promulgation of any United States Treasury regulation or the entry into force, revocation or change or modification of any income tax convention to which the United States is a party, or change in the administrative application or administrative or judicial interpretation of any of the foregoing.

“Voting Equity Interests” means, with respect to any Person, the outstanding Equity Interests of a Person having the power, directly or indirectly, to designate the board of directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)(i)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii)The term “including” is by way of example and not limitation.

(iv)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect for the period to which the Audited Financial Statements relate, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio, basket, level for capital expenditures or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative

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Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, level for capital expenditures or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed and, in the case of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010, not subject to any amendment fee); provided, that, until so amended, (i) such ratio basket, level for capital expenditures or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.

1.04Rounding.  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05References to Agreements and Laws.  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.07Timing of Payment or Performance.  When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically provided in Section 2.12 or as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.08Currency Equivalents Generally.  Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Administrative Agent at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency; provided, that if any such baskets are exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such baskets were assessed, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

1.09Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in

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effect at such time.

1.10Pro Forma Calculations.  Notwithstanding anything to the contrary herein, the Total Senior Secured Leverage Ratio, the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated (including, but not limited to, for purposes of Sections 2.14(e)(iii), 2.15(e)(iii), 2.16(e)(iii) and 2.17(d)(vi)) on a Pro Forma Basis with respect to each  Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Total Senior Secured Leverage Ratio, the Total Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) determining the applicable percentage of Excess Cash Flow set forth in Section 2.05 and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given pro forma effect.

1.11Calculation of Baskets.  If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of fluctuations to Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01The Loans.

(a)The Term A Borrowing.  Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term A Lender’s Term A Commitment.  The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments.  Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b)The Term B Borrowing.  Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term B Lender’s Term B Commitment.  The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments.  Amounts borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed.  Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(c)The Revolving Credit Borrowings.  Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day until and excluding the Business Day preceding the Maturity Date for the Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) on the Closing Date, (A) the aggregate Outstanding Amount of all Revolving Credit Loans plus the aggregate Outstanding Amount of all Swing Line Loans shall not exceed $25,000,000 and (B) no L/C Obligations may be outstanding other than in the ordinary course of business or to replace or provide credit support for any Existing Letters of Credit

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issued for the account of one or more of the Borrower Parties, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.  Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c).  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Each Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term A Loans, Term B Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent.  Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York time) (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurodollar Rate Loans, or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York time) four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.  Not later than 10:00 a.m. (New York time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Lenders.  Each notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term A Loans, Term B Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans, Term B Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans, Term B Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall

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promptly notify each applicable Lender of the amount of its ratable share of the applicable Term A Loans, Term B Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term A Borrowing, a Term B Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (or 2:00 p.m. in the case of Base Rate Loans) on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c)Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith.  During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Term A Borrowings, all Term B Borrowings, all Revolving Credit Borrowings, all conversions of Term A Loans, Term B Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term A Loans, Term B Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(f)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03Letters of Credit.

(a)The Letter of Credit Commitment.  (i)  Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided, that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the L/C Issuer for amounts drawn on any Letters of Credit issued for the account of Restricted Subsidiaries) and to amend or renew Letters of Credit

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previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or such Restricted Subsidiary; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which, in each case, such L/C Issuer in good faith deems material to it;

(B)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;

(C)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D)the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer in place at the time of such request;

(E)such Letter of Credit is in an initial stated amount less than $100,000, in case of a commercial Letter of Credit, or $100,000, in case of a standby letter of credit, (or such lesser amount as may be acceptable to the L/C Issuer in its sole discretion, but in no event less than $50,000) or such Letter of Credit is to be denominated in a currency other than Dollars; or

(F)any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.19(a)(iv) or the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the

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Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii)No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

(v)It is agreed that, in the case of a commercial Letter of Credit, such commercial Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days (or such shorter period as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable L/C Issuer may reasonably request.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may reasonably request.

(ii)Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Upon receipt by such L/C Issuer of

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confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be.  Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided, that any such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal.  Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such renewal if such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise).

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also (A) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment, and (B) notify each Revolving Credit Lender of such issuance or amendment and the amount of such Revolving Credit Lender’s Pro Rata Share therein, and upon a specific request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  If such L/C Issuer notifies the Borrower of such payment prior to 12:00 p.m. (New York time) on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that if such notice is not provided to the Borrower prior to 1:00 p.m. (New York time) on the Honor Date, then the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit.  If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof.  In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples

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specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).  Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Credit Lender (including each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate then applicable to Revolving Credit Loans.  In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer

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shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)If, at any time after an L/C Issuer has made a payment under any Letter of Credit issued by it and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of

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Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or

(vi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the applicable L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which a court of competent jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order,

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without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Applicability of ISP98 and UCP.  Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit.

(h)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Facility times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.19(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account.  Such letter of credit fees shall be computed on a quarterly basis in arrears.  Such letter of credit fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer.  The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee at a rate equal to 0.25% per annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(j)Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

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2.04Swing Line Loans.

(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest only at a rate based on the Base Rate.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent.  Each such notice shall be in writing and must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  The Borrower shall deliver to the Swing Line Lender and the Administrative Agent a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof.  Unless the Swing Line Lender has received notice from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility

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and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate reasonably determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

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(d)Repayment of Participations.

(i)At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05Prepayments.

(a)Optional.

(i)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided, that (1) such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s ratable share of the relevant Facility).  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05.  Subject to Section 2.19, each prepayment of outstanding Loans under the Term Loan Facility pursuant to this Section 2.05(a) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof, in direct order of maturities to the principal repayment installments (or proportional fractions thereof)

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applicable to each of the Term A Loans and the Term B Loans pursuant to Sections 2.07(a) and (b) as directed by the Borrower; and each such prepayment shall be paid to the Term A Lenders and the Term B Lenders on a pro rata basis.

(ii)The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. (New York time) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii)Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or (a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(iv)If the Borrower makes (A) a voluntary prepayment of any Term B Loans pursuant to Section 2.05(a) or (B) a prepayment of Term B Loans with the proceeds of any Specified Refinancing Debt pursuant to Section 2.05(b)(iii), in each case within one (1) year after the Closing Date in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Term B Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid.

(b)Mandatory.

(i)Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended on or about September 30, 2011 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility and excluding amounts repurchased pursuant to Dutch Auctions), in each case other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness, or the proceeds of any sale or other Disposition of assets outside the ordinary course of business; provided, that such percentage shall be reduced to 25% or 0% if the Total Senior Secured Leverage Ratio as of the last day of the prior fiscal year was less than 2.5:1.0 or 2.0:1.0, respectively.

(ii)(A)If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(e), (p), (s), or (t) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash Proceeds in excess of $15,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), the Borrower shall (1) give written notice to the Administrative Agent thereof promptly after the date

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of the realization or receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within five (5) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary.

(B)With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than as specifically excluded in Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the relevant transaction, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.

(iii)(A) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt constituting new term loan facilities or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.

(B) Without duplication, (1) upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of the type described in clause (d) of the definition of Net Cash Proceeds and (2) upon the receipt of any Net Cash Proceeds of a Permitted Receivables Financing (to the extent required by Section 7.02(y)), the Borrower shall immediately apply such proceeds to the prepayment of the loans as set forth in this Section 2.05;

(iv)If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.06), the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect.

(v)Subject to Sections 2.17(d)(v) and 2.19, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof, first, in direct order of maturity, to the next succeeding four (4) quarterly principal repayment installments of the Term A Facility and the Term B Facility that are due pursuant to Sections 2.07(a) and (b) (excluding the installment due on the Maturity Date) and, second, to the remaining principal repayment installments of the Term A Facility and the Term B Facility on a pro rata basis; and, with respect to each such Facility, each such prepayment shall be paid to the Term A Lenders and the Term B Lenders on a pro rata basis.

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(vi)Funding Losses, Etc.  All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05 and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iv).  Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b).  Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(c)Term B Opt-out.

With respect to any prepayment of the Term B Facility pursuant to Section 2.05(b), any Term B Lender, at its option, may elect not to accept such prepayment.  The Borrower shall notify the Administrative Agent of any event giving rise to such prepayment of the Term B Facility and the amount of the prepayment that is available to prepay the Term B Loans (the “Prepayment Amount”). The Administrative Agent shall notify the Term B Lenders of the amount available to prepay the Term B Loans and the date on which such prepayment shall be made (the “Prepayment Date”), which date shall be 10 Business Days after the date of such receipt.  Any Lender declining such prepayment (a “Declining Lender”) shall give written notice to the Administrative Agent by 11:00 a.m. date that is three (3) Business Days prior to the Prepayment Date.  If any Lender does not give a notice by such date that it is a Declining Lender, then it will be deemed to be an Accepting Lender.  On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term B Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”) to prepay Term B Loans owing to such Accepting Lenders shall be paid to the Administrative Agent by Borrower and applied by the Administrative Agent ratably to prepay Term B Loans owing to such Accepting Lenders in the manner described in Section 2.05(b) for such prepayment.  Any amounts that would otherwise have been applied to prepay Term B Loans owing to Declining Lenders shall instead be retained by the Borrower (such amounts, “Declined Amounts”).

2.06Termination or Reduction of Commitments.

(a)Optional.  The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term A Commitments, the Term B Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused portions of the Term A Commitments, the Term B Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments; provided, that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto

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and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b)Mandatory.  (i)  The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Borrowing.

(ii)The aggregate Term B Commitments shall be automatically and permanently reduced to zero on the date of the Term B Borrowing.

(iii)Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt constituting revolving credit facilities, the Revolving Credit Commitments shall be automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of such revolving credit facilities.

(iv)If after giving effect to any reduction or termination of unused Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c)Application of Commitment Reductions; Payment of Fees.  The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Term A Commitments, the Term B Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitment under this Section 2.06.  Upon any reduction of unused Commitments under a Facility, the Commitment of each Lender under such Facility shall be reduced by such Lender’s ratable share of the amount by which such Facility is reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07).  All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07Repayment of Loans.

(a)Term A Loans.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term A Lenders the aggregate principal amount of all Term A Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Term A Loans pursuant to Section 2.15 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Term A Loans made as of the Closing Date)):

Year	Date	Term A Loan Principal Amortization Payment
Year 1
	December 31, 2010	$	0
	March 31, 2011	$	0
	June 30, 2011	$	3,125,000
	September 30, 2011	$	3,125,000
Year 2
	December 31, 2011	$	3,125,000
	March 31, 2012	$	3,125,000
	June 30, 2012	$	3,125,000
	September 30, 2012	$	3,125,000
Year 3
	December 31, 2012	$	3,125,000
	March 31, 2013	$	3,125,000
	June 30, 2013	$	12,500,000
	September 30, 2013	$	12,500,000
Year 4
	December 31, 2013	$	12,500,000
	March 31, 2014	$	12,500,000
	June 30, 2014	$	12,500,000
	September 30, 2014	$	12,500,000
Year 5
	December 31, 2014	$	12,500,000
	March 31, 2015	$	12,500,000
	June 30, 2015	$	12,500,000
	September 30, 2015	$	12,500,000
	December 31, 2015	$	12,500,000
	Maturity Date for Term A Facility	$	87,500,000

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provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

(b)Term B Loans.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders the aggregate principal amount of all Term B Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Term B Loans pursuant to Section 2.16 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Term B Loans made as of the Closing Date)):

Year	Date	Term B Loan Principal Amortization Payment
Year 1
	December 31, 2010	$	0
	March 31, 2011	$	3,750,000
	June 30, 2011	$	3,750,000
	September 30, 2011	$	3,750,000
Year 2
	December 31, 2011	$	3,750,000
	March 31, 2012	$	3,750,000
	June 30, 2012	$	3,750,000
	September 30, 2012	$	3,750,000
Year 3
	December 31, 2012	$	3,750,000
	March 31, 2013	$	3,750,000
	June 30, 2013	$	3,750,000
	September 30, 2013	$	3,750,000
Year 4
	December 31, 2013	$	3,750,000
	March 31, 2014	$	3,750,000
	June 30, 2014	$	3,750,000
	September 30, 2014	$	3,750,000
Year 5
	December 31, 2014	$	3,750,000
	March 31, 2015	$	3,750,000
	June 30, 2015	$	3,750,000
	September 30, 2015	$	3,750,000
Year 6
	December 31, 2015	$	3,750,000
	March 31, 2016	$	3,750,000
	June 30, 2016	$	3,750,000
	September 30, 2016	$	3,750,000
Year 7
	December 31, 2016	$	3,750,000
	March 31, 2017	$	3,750,000
	June 30, 2017	$	3,750,000
	Maturity Date for Term B Facility	$	1,402,500,000

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provided, however, that the final principal repayment installment of the Term B Loans shall be repaid on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(c)           Revolving Credit Loans.  The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(d)           Swing Line Loans.  The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.  At any time that there shall exist a Defaulting Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay Swing Line Loans in an amount sufficient to eliminate any Fronting Exposure in respect of the Swing Line Loans.

2.08         Interest.

(a)           Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the greater of (x) the Eurodollar Rate for such Interest Period and (y) 1.75%, plus (B) the Applicable Rate for Eurodollar Rate Loans under such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) 2.75% and (y) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans under such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) 2.75% and (y) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under the Revolving Credit Facility.

(b)           Upon the occurrence and during the continuation of any Default under Section 8.01(a), (f) or (g), the Borrower shall pay interest on the principal amount of all overdue Obligations hereunder (or, upon the occurrence of any Default under Section 8.01(f) or (g), all Obligations hereunder) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09         Fees.  In addition to certain fees described in Sections 2.03(h) and (i):

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(a)           Commitment Fee.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Commitment Fee times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.19.  The commitment fee shall accrue at all times from the date hereof until the Maturity Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the applicable Facility.

(b)           Other Fees.  (i)  The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.

(ii)           The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

2.10         Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)           All computations of interest for Base Rate Loans (except for Base Rate computations in respect of clauses (a) and (c) of the definition thereof) shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365) day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)           If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Total Senior Secured Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or (i) or 2.08(b) or under Article VIII.  The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations after an acceleration of the Loans pursuant to Sections 8.02.  Any additional interest under this clause (b) shall not be due and payable until demand is made for such payment pursuant to clause (ii) above and accordingly,

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any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

2.11         Evidence of Indebtedness.

(a)           The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Borrower, in each case in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to the order of such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)           In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)           Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit the obligations of the Borrower under this Agreement and the other Loan Documents.

2.12         Payments Generally; Administrative Agent’s Clawback.

(a)           General.  All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not

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later than 12:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its ratable share in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 12:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b)       (i)            Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)           Payments by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date

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of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c)           Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

(d)           Obligations of the Lenders Several.  The obligations of the Lenders hereunder to make Term A Loans, Term B Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 9.07 are several and not joint.  The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to purchase its participation or to make its payment under Section 9.07.

(e)           Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)            Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties

(g)           Unallocated Funds.  If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s ratable share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

2.13         Sharing of Payments.  If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender

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shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.  For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) the application of Cash Collateral provided for in Section 2.18, (B) the assignments and participations (including by means of a Dutch Auction) described in Section 10.07 or (C) the incurrence of any Specified Refinancing Debt in accordance with Section 2.20.

2.14         Increase in Revolving Credit Facility.

(a)           Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, request an increase in the Revolving Credit Facility by an amount (for all such requests, together with all requests for an increase in the Term A Facility pursuant to Section 2.15, all requests for an increase in the Term B Facility pursuant to Section 2.16 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding $300,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire remaining amount of increases available under this Section and (ii) the aggregate amount of all increases in the Revolving Credit Facility shall not exceed $100,000,000.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

(b)           Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share in respect of the Revolving Credit Facility.  Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.

(c)           The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become

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Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(d)           If the Revolving Credit Facility is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.  In connection with any increase in the Revolving Credit Facility, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein.

(e)           As conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (iv) have been satisfied, (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, assuming that the Revolving Facility (after giving effect to such increase) is fully drawn, (iv) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be determined by the Borrower and the Lenders providing such increase and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) for the existing Revolving Credit Facility, unless the all-in yield with respect to the existing Revolving Credit Facility, as the case may be, is increased by an amount equal to the difference between the all-in yield with respect to such increase and the corresponding all-in yield on the existing Revolving Credit Facility, minus, 50 basis points, and (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor).  On the Revolving Credit Increase Date, the Borrower shall prepay any Revolving Credit Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders) outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Revolving Credit Facility arising from any nonratable increase in the Revolving Credit Commitments under this Section.

2.15         Increase in Term A Facility.

(a)           Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term A Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, request an increase in the Term A Loans by an amount (for all such requests, together with all requests for an increase in the Term B Facility pursuant to Section 2.16, all

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requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding $300,000,000; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire remaining amount of increases available under this Section.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term A Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term A Lenders).

(b)           Each Term A Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Term A Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term A Lender’s ratable share in respect of the Term A Facility) of such requested increase.  Any Term A Lender not responding within such time period shall be deemed to have declined to increase its Term A Loans.

(c)           The Administrative Agent shall notify the Borrower and each Term A Lender of the Term A Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term A Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(d)           If the Term A Loans are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Term A Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Term A Lenders of the final allocation of such increase and the Term A Increase Effective Date.  As of the Term A Increase Effective Date, the amortization schedule for the Term A Loans set forth in Section 2.07(a) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term A Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term A Increase Effective Date.  Such amendment may be signed by the Administrative Agent on behalf of the Lenders.  In addition, in connection with any increase in the Term A Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein (including the addition of such increase in Term A Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting).

(e)           As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term A Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (vi) have been satisfied, (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) such increase in the Term A Facility shall have a final maturity no earlier than the Maturity Date of the Term A Facility, (iv) the Weighted Average Life to Maturity of such increase in the Term A Facility shall be no shorter than that of the Term A Facility, (v) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, (vi) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be determined by the Borrower and the Lenders providing such increase

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and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) for the existing Term A Facility, unless the all-in yield with respect to the existing Term A Facility is increased by an amount equal to the difference between the all-in yield with respect to such increase and the corresponding all-in yield on the existing Term A Facility, minus, 50 basis points, and (vii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor).  The additional Term A Loans shall be made by the Term A Lenders participating therein pursuant to the procedures set forth in Section 2.02.

2.16         Increase in Term B Facility.

(a)           Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term B Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, request an increase in the Term B Loans by an amount (for all such requests, together with all requests for an increase in the Term A Facility pursuant to Section 2.15, all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding $300,000,000; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire remaining amount of increases available under this Section.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term B Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term B Lenders).

(b)           Each Term B Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Term B Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term B Lender’s ratable share in respect of the Term B Facility) of such requested increase.  Any Term B Lender not responding within such time period shall be deemed to have declined to increase its Term B Loans.

(c)           The Administrative Agent shall notify the Borrower and each Term B Lender of the Term B Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term B Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(d)           If the Term B Loans are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Term B Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Term B Lenders of the final allocation of such increase and the Term B Increase Effective Date.  As of the Term B Increase Effective Date, the amortization schedule for the Term B Loans set forth in Section 2.07(b) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term B Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term B Increase Effective Date.  Such amendment may be signed by the Administrative Agent on behalf of the Lenders.  In addition, in connection with any increase in the Term B Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect

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any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein (including the addition of such increase in Term B Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting).

(e)           As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term B Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (vi) have been satisfied, (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) such increase in the Term B Facility shall have a final maturity no earlier than the Maturity Date of the Term B Facility, (iv) the Weighted Average Life to Maturity of such increase in the Term B Facility shall be no shorter than that of the Term B Facility, (v) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, (vi) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be determined by the Borrower and the Lenders providing such increase and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) for the existing Term B Facility, unless the all-in yield with respect to the existing Term B Facility is increased by an amount equal to the difference between the all-in yield with respect to such increase and the corresponding all-in yield on the existing Term B Facility, minus, 50 basis points, and (vii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor).  The additional Term B Loans shall be made by the Term B Lenders participating therein pursuant to the procedures set forth in Section 2.02.

2.17         New Term Facility.

(a)           Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time, request to add one or more new term loan facilities to the Facilities (each a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”) in an amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14, all requests for an increase in the Term A Facility pursuant to Section 2.15 and all requests for an increase in the Term B Facility pursuant to Section 2.16) not exceeding $300,000,000; provided that any such request for New Term Facilities shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount available under this Section for New Term Facilities.

(b)           The Borrower shall make any request for any New Term Facility pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof.  Any proposed New Term Facility shall first be requested on a ratable basis from existing Lenders in respect of the Term Loan Facility.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such

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notice to such Lenders).  Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in such New Term Facility and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the Term Loan Facility) of such requested increase.  Any Lender approached to provide all or a portion of the New Term Facility may elect or decline, in its sole discretion, to provide loans thereunder.  Any Lender not responding within such time period shall be deemed to have declined to participate in providing such New Term Facility.  The Administrative Agent shall notify the Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested issuance of New Term Facility, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such New Term Facility pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(c)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the amount and effective date (the “New Term Facility Effective Date”) of any New Term Facility.  In connection with any New Term Facility, this Agreement and the other Loan Documents shall be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect any technical changes necessary to give effect to such New Term Facility in accordance with its terms as set forth herein (including the addition of such New Term Facility as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting).

(d)           As a condition precedent to any New Term Facility, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the New Term Facility Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such New Term Loan, and certifying that the conditions precedent set out in the following subclauses (ii) through (ix) have been satisfied, (ii) such New Term Facility shall rank pari passu in right of payment and security with the other Facilities, (iii) such New Term Facility shall have a final maturity no earlier than the Maturity Date of the Term B Facility, (iv) the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than that of the Term B Facility, (v) the New Term Facility shall share ratably in any prepayments of the Term B Facility pursuant to Section 2.05, (vi) no Default shall have occurred and be continuing or would result from such increase, (vii) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, (viii) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such New Term Facility will be determined by the Borrower and the Lenders providing such New Term Facility and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) for the existing Term B Facility, unless (A) the all-in yield with respect to the existing Term B Facility is increased by an amount equal to the difference between the all-in yield with respect to such New Term Facility and the corresponding all-in yield on the existing Term B Facility, minus, 50 basis points and (B) the all-in yield with respect to Term A Facility is increased by an amount equal to the amount of any increase in the all-in yield for the Term B Facility pursuant to the foregoing clause (A), (ix) except with respect to all-in yield and as set forth in subclauses (iii) and (iv) above with respect to final maturity and Weighted Average Life to Maturity, or otherwise as shall be reasonably satisfactory to the Administrative Agent, such New Term Facility shall have the same terms and conditions as the Term B Facility, and (x) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 with respect to the

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Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor).

2.18         Cash Collateral.

(a)           Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.  At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 101% of all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)           All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent.  The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.18(c).  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)           Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Sections 2.04, 2.05, 2.06, 2.19 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)           Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Sections 8.01(a), (f) or (g) or an Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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2.19         Defaulting Lenders.  (a)  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)            That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii)           Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)          That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).

(iv)          During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04,

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the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that: (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender.

(b)           If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to Section 2.19(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.20         Specified Refinancing Debt.  (a) The Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.20 will be deemed to include any then outstanding New Term Loans) and (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof; (iii) (x) to the extent constituting revolving credit facilities, will have a maturity date that is not prior to the maturity date of Revolving Credit Loans (or unused Revolving Credit Commitments) being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (iv) subject to clauses (ii) and (iii) above, will have terms and conditions that are substantially identical to, or less favorable to the investors providing such Specified Refinancing Debt than, the Facilities and Loans being refinanced; and (v) the proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or permanent reduction of Revolving Credit Commitments being so refinanced, in each case pursuant to Section 2.05 and 2.06, as applicable; provided further that the terms and conditions applicable to such Specified Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the latest Maturity Date in respect of the Facilities that is in effect on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full.

(b)           The Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof.

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Any proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the Facility and Loans being refinanced.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).  Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Facility) of such requested increase.  Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt.  Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt.  The Administrative Agent shall notify the Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(c)           The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent).

(d)           Each class of Specified Refinancing Debt incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.  Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any revolving credit commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.

(e)           The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting).  Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.  In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Credit Facility shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of

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such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01         Taxes.

(a)           Except as provided in this Section 3.01, any and all payments by the Borrower and any other Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges imposed by any Governmental Authority, and all liabilities (including additions to tax, penalties and interest) with respect thereto (collectively, “Impositions”), excluding, in the case of each Agent and each Lender or other recipient of payment to be made by or on account of a Loan Party under any Loan Document, any Impositions (x) imposed on or measured by its overall net income (including any branch profits tax imposed by the United States or any similar tax), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized, in which its principal office is located, in which it maintains its Lending Office or in which it is subject to such Imposition by reason of a present or former connection between it and such jurisdiction (other than a connection arising solely from such Agent or such Lender (or its applicable Lending Office) as the case may be, having executed, delivered or performed its obligations under any Loan Document, received a payment under a Loan Document or enforced its rights under a Loan Document) and (y) that are any United States Federal withholding taxes (including, without limitation, taxes imposed under Section 881 of the Code subject to withholding pursuant to Section 1442 of the Code and taxes imposed as a result of such Lender’s failure to comply with the requirements of Sections 1471 through 1474 of the Code and any regulations promulgated thereunder (“FATCA”) to establish an exemption from withholding thereunder, whether or not in any such case withheld from any payment), other than as to any Lender or Agent United States Federal withholding taxes imposed on or with respect to any payment under this Agreement or any other Loan Document to such Lender or Agent as a result of a U.S. Tax Law Change (all such non-excluded Impositions being hereinafter referred to as “Taxes”); provided, however, that, if at the date of the Assignment and Assumption pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under this clause (a) in respect of United States withholding tax with respect to payments at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, imposed under applicable law with respect to the Lender assignee on such date.  Subject to Section 10.15, if any Loan Party shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Loan Party shall make such deductions, (iii) the Loan Party shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment, the Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(b)           In addition but without duplication, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or

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mortgage recording taxes, charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c)           Subject to Section 10.15 the Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any Governmental Authority on amounts payable under this Section 3.01) paid by such Agent and such Lender, and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority other than any amounts described in clause (i) or (ii) arising as a result of the gross negligence or willful misconduct of any such Lender; provided such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.  Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a written demand therefor.

(d)           Notwithstanding anything herein to the contrary, the Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent, a change in the Lending Office of such Lender, or a change in the principal office of such Lender or Agent, except to the extent that any such change is requested or required by the Borrower or to the extent that such Lender or Agent was entitled, at the time of the change in place of organization or the change in Lending Office, to receive additional amounts from the Borrower pursuant to Section 3.01(a) and (c) (and provided, that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change that is a change in Law).

(e)           If any Lender or Agent determines in its sole discretion that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (including any interest included in such refund paid by the relevant taxation authority) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be; provided, however, that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such party in the event such party is required to repay such refund to the relevant taxing authority.  Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided, that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential).  Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(f)            Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible any indemnification or additional amounts being due under this Section 3.01, including to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided, that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending

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Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.01(f) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Sections 3.01(a) and (c).  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender as a result of a request by the Borrower under this Section 3.01(f).

(g)           Each Foreign Lender hereby undertakes to take such reasonable actions (provided not legally prohibited from doing so) as shall be necessary to ensure that payments under this Agreement and the other Loan Documents to such Foreign Lender are exempt from application of the United States Federal withholding taxes imposed pursuant to FATCA, including the provision to the Borrower and the Administrative Agent of all necessary tax forms and certifications.  In connection with the foregoing, each Foreign Lender shall make such representations and provide such information in regard to the applicability of such exemption as the Borrower and the Administrative Agent reasonably shall request.

3.02         Illegality.  If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

3.03         Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the

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Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04         Increased Cost and Reduced Return; Capital Adequacy.

(a)           If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) changes in the basis of taxation of overall net income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, and (ii) reserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)           If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time within fifteen (15) days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within ten (10) days after receipt of demand therefor.

(c)           The Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(d)           If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts would not, in the judgment of such Lender, be inconsistent with the internal policies of, or

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otherwise be disadvantageous in any material legal, economic or regulatory respect to such Lender or its Lending Office. The provisions of this clause (d) shall not affect or postpone any Obligations of the Borrower or rights of such Lender pursuant to Sections 3.04(a), (b) or (c).

(e)           For purposes of this Section 3.04, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to have gone into effect after the date hereof, regardless of the date enacted, adopted or issued.

3.05         Funding Losses.  Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)           any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)           any mandatory assignment of such Lender’s Loans (other than Base Rate Loans) pursuant to Section 3.07 on a day other than the last day of the Interest Period for such Loans;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained, but excluding any such loss for which no reasonable means of calculation exist, as set forth in Section 3.03.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06         Matters Applicable to All Requests for Compensation.

(a)           A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)           With respect to any Lender’s claim for compensation under Section 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, that, if the circumstance giving rise to such claim is retroactive, then such 180 day period referred to above shall be extended to include the period of retroactive effect thereof.  If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to

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make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided, that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c)           If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i)            to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii)           all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d)           If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

3.07         Replacement of Lenders under Certain Circumstances.

(a)           If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than the L/C Issuer), repay all obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it;  provided that in the case of any such

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termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents.

(b)           Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent.  Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.  In connection with the replacement of any Lender pursuant to Section 3.07(a) above, the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.05.

(c)           Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d)           In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

3.08         Survival.  All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01         Conditions of Initial Credit Extension.  The obligation of each Lender to make its

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initial Credit Extension hereunder is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:

(a)           The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or .pdf files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:

(i)            executed counterparts of (A) this Agreement, (B) the Assumption Agreement, (C) the Intercompany Subordination Agreement and (D) a Guaranty from each Guarantor;

(ii)           a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii)          the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01):

(A)          certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B)           copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C)           evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters, customary lien searches, UCC-3 termination statements and satisfactory evidence of insurance);

(iv)          the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken;

(v)           such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

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(vi)          such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(vii)         an opinion of Latham & Watkins LLP, counsel to the Loan Parties, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent;

(viii)        opinions of local counsel for the Loan Parties, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent; and

(ix)           a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(b)           Except as disclosed in any Company Report (as defined in the Merger Agreement) filed with the Securities and Exchange Commission prior to July 14, 2010 (excluding any risk factor disclosures set forth under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or any other forward-looking statements of risk that do not contain a reasonable level of detail about the specific risks of which the statements warn) or in Section 5.1(f) of the Company Disclosure Letter (or in any other section of the Company Disclosure Letter to the extent the relevance of such item is reasonably apparent from the face of such disclosure) to the Merger Agreement, since September 30, 2009, there shall not have been any changes, events or occurrences, that, individually or in the aggregate, have had or are reasonably likely to have, a Company Material Adverse Effect.

(c)           (i) The Administrative Agent shall have received a true and correct copy of the Merger Agreement (as certified by a Responsible Officer of the Borrower) and (ii) the Merger shall be consummated concurrently with the initial funding of the Facilities in accordance with the Merger Agreement, without waiver or amendment thereof or consent thereunder (other than any such waiver, amendment or consent that is not materially adverse to the Lenders) unless consented to by the Arrangers (it being understood that any change in the purchase price (other than any increase funded solely by an increase in the Equity Contribution, and any decrease in the purchase price that is less than $250.0 million in the aggregate and is allocated on a pro rata basis between the Equity Contribution and the Facilities (allocated among the Facilities as determined by the Arrangers), based on their contemplated amounts as of the date of the Merger Agreement, shall require consent of the Arrangers).

(d)           (i) The Acquisition Representations shall be true and correct, and the Specified Representations shall be true and correct in all material respects; (ii) the Borrower shall have received the Equity Contribution; (iii) the Refinancing shall have been, or shall concurrently be, consummated; (iv) Merger Sub or the Company shall have issued and sold the Senior Notes in a Rule 144A or other private placement on the Closing Date yielding at least $650 million in gross cash proceeds on the Closing Date and (v) the Administrative Agent shall have received a certificate from the chief executive officer, president or chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the matters set forth in this Section 4.01(d).

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(e)           The Administrative Agent shall have received a solvency certificate from the chief financial officer of Holdings (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit I, together with supporting financial statements and calculations to the extent reasonably requested by the Arrangers.

(f)            Holdings, the Borrower and each of the Guarantors shall have provided the documentation and other information reasonably requested in writing at least seven (7) days prior to the Closing Date by the Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least two (2) days prior to the Closing Date.

(g)           All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by the Commitment Letter and the Fee Letter payable to the Arrangers, the Agents or the Lenders shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail).

(h)           All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.1.

Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Notwithstanding anything herein to the contrary, it is understood that, other than with respect to any Collateral upon which a Lien may be perfected by the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, to the extent any Collateral is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the perfection of a Lien on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date in accordance with Sections 6.14 and 6.17; provided that (a) with respect to perfection of security interests in UCC Filing Collateral, the Borrower shall have delivered all applicable UCC financing statements to the Administrative Agent or shall have authorized (or shall have caused the applicable Guarantor to authorize) the Administrative Agent to file all applicable UCC financing statements and (b) the Borrower shall have delivered all Stock Certificates to the Administrative Agent.  For purposes of this paragraph, “UCC Filing Collateral” means collateral for which a security interest can be perfected by filing a UCC financing statement.  “Stock Certificates” means Collateral consisting of stock certificates representing capital stock of the Company and its Domestic Subsidiaries that are Restricted Subsidiaries for which (i) a security interest can be perfected by delivering such stock certificates and (ii) a security interest is required to be perfected in accordance with the provisions of the Security Agreement.

4.02         Conditions to All Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, and other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

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(a)           The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and Sections 5.05(b), (c) and (e) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b) and (c), respectively.

(b)           No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)           The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to the Agents and the Lenders (after giving effect to the Transactions) that:

5.01         Existence, Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Restricted Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02         Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on the Closing Date in connection with the Transaction) to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or

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(c) violate any material Law; in each case, except with respect to any violation, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

5.03         Governmental Authorization; Other Consents.  No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof), except for (x) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loans Parties or any Restricted Subsidiary in favor of the Secured Parties consisting of UCC financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office and Mortgages, (y) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (z) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.04         Binding Effect.  This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto.  This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

5.05         Financial Statements; No Material Adverse Effect.

(a)           The Audited Financial Statements fairly present in all material respects the financial condition of the Company (with respect to the 2009 Audited Financial Statements) or the Borrower, as applicable, and its consolidated Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)           The unaudited consolidated financial statements of the Borrower and its consolidated Restricted Subsidiaries most recently delivered pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarters and pro forma periods (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

(c)           After giving effect to the Refinancing, as of the Closing Date, Holdings does not have any material Indebtedness or other liabilities, direct or contingent, other than in connection with the Transaction.

(d)           Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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(e)           The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.

5.06         Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings, the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07         No Default.  No Default has occurred and is continuing or would result from any Borrowing or Credit Extension under this Agreement or from the application of the proceeds therefrom.

5.08         Ownership of Property; Liens.

(a)           Each Loan Party and each of its Restricted Subsidiaries has good record and indefeasible title in fee simple to, or valid leasehold interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01, except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the use or operation of any Material Real Property or any real property necessary for the ordinary conduct of each Loan Party’s business.

(b)           Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all material real property owned by any Loan Party, as of the Closing Date, showing as of the date hereof the street address (to the extent available), county or other relevant jurisdiction, state and record owner; and as of the Closing Date, no Loan Party owns any Material Real Property except as listed on Schedule 5.08(b).

(c)           Set forth on Schedule 5.08(c) hereto is a complete and accurate list of all or substantially all leases of real property under which any Loan Party or any of its Restricted Subsidiaries is the lessee as of the Closing Date, showing as of the date hereof the street address (to the extent available), county or other relevant jurisdiction, state, lessor and lessee.

(d)           Except as set forth in Schedule 5.08(b), Schedules 5.08(c) and 5.08(d), as of the Closing Date there are no other locations where any material tangible personal property of any of the Loan Parties is or may be located (other than vehicles and assets temporarily in transit or sent for repair).

5.09         Environmental Compliance.

Except as disclosed in Schedule 5.09:

(a)           There are no claims against Holdings, the Borrower or any of its Restricted Subsidiaries alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           Except as could not reasonably be expected to have a Material Adverse Effect,

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(i) none of the properties currently or formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and, to the knowledge of the Borrower, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries except for such releases, discharges or disposal that were in compliance with Environmental Laws.

(c)           The Properties do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, (ii) require remedial action under, or (iii) could be reasonably expected to give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d)           Neither Holdings, the Borrower nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e)           All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or, to the knowledge of the Borrower, formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries have been disposed of in a manner not reasonably expected to result in liability to any Loan Party or any of its Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effect.

5.10         Taxes.  Holdings, the Borrower and its Restricted Subsidiaries have filed all Federal, state, local, foreign and other tax returns and reports required to be filed, and have paid all Federal, state, local, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) with respect to which the failure to make such filing or payment could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

5.11         ERISA Compliance.

(a)           Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws, and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a

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favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service, and to the knowledge of any Loan Party or ERISA Affiliate, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

(b)           There are no pending or, to the knowledge of any Loan Party or ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect.  There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)           (i) No ERISA Event has occurred and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan (other than a Multiemployer Plan), the present value of all accrued benefits under such Pension Plan (based on the actuarial assumptions used to fund such Pension Plan) did not exceed the value of the assets of such Pension Plan allocable to such accrued benefits; (iv) neither any Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Pension Plan to drop below 80% as of the most recent valuation date; (iv) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, except with respect to each of the foregoing clauses of this Section 5.11(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.12         Subsidiaries; Equity Interests.  As of the Closing Date, each Loan Party has no Restricted Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in such Subsidiaries that are owned by a Loan Party have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction) and are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01.

5.13         Margin Regulations; Investment Company Act.

(a)           The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

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(b)           None of the Borrower, any Person Controlling the Borrower, or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.14         Disclosure.  No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and delivery; it being understood that such projections may vary from actual results and that such variances may be material.

5.15         Compliance with Laws.  Each Loan Party and its Restricted Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16         Intellectual Property; Licenses, Etc.  Each Loan Party and its Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, as currently conducted, and such IP Rights do not conflict with the rights of any other Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  Set forth on Schedule 5.16 is a complete and accurate list of all material registered or applications to register IP Rights owned or exclusively licensed by each Loan Party and its Restricted Subsidiaries as of the Closing Date.  The conduct of the business of any Loan Party or any Restricted Subsidiary as currently conducted or as contemplated to be conducted does not infringe upon or violate any rights held by any other Person except for such infringements, and violations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.17         Solvency.  The Loan Parties, on a consolidated basis, are Solvent.

5.18         Status of the Facilities as Senior Indebtedness.  The Obligations under the Facilities constitute “senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing”, and “designated senior indebtedness” (or any comparable term) under the documentation for all Indebtedness that is subordinated in right of payment to the Obligations (if applicable).

5.19         Labor Matters.  There are no collective bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.20, covering the employees of Holdings, the Borrower or any of its Restricted Subsidiaries as of the Closing Date and, except as could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Restricted Subsidiary has suffered any

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strikes, walkouts, work stoppages or other labor difficulty within the last five years.

5.20         Perfection, Etc.  Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and required to be perfected therein, and (i) when financing statements and other filings in appropriate form are filed in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

5.21         PATRIOT Act.  To the extent applicable, each of the Consolidated Parties and each Unrestricted Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.  No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.22         OFAC.  No Loan Party (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner that violates Section 2 of such executive order, or (iii) is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

6.01         Financial Statements.  Deliver to the Administrative Agent for further distribution to each Lender:

(a)           as soon as available, but in any event within ninety (90) days (or one hundred

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and five (105) days with respect to the fiscal year ending September 30, 2010) after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, in each case with all consolidating information regarding (i) Borrower and Subsidiary Guarantors and (ii) Borrower and its Restricted Subsidiaries (other than the Subsidiary Guarantors) required of a registrant under Regulation S-X, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit, together with (1) a customary management discussion and analysis and (2) with respect to any Permitted Acquisition or other Investment consummated during such period, such pro forma information as would be required of a registrant under Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder;

(b)           as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, in each case with all consolidating information regarding (i) Borrower and Subsidiary Guarantors and (ii) Borrower and its Restricted Subsidiaries (other than the Subsidiary Guarantors) required of a registrant under Regulation S-X, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with (1) a customary management discussion and analysis and (2) with respect to any Permitted Acquisition or other Investment consummated during such period, such pro forma information as would be required of a registrant under Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder; and

(c)           as soon as available, but in any event no later than sixty (60) days after the end of each fiscal year, reasonably detailed forecasts prepared by management of the Borrower (including projected consolidated balance sheets, income statements, and Consolidated EBITDA, cash flow statements of the Borrower and its Subsidiaries) on a quarterly basis for the fiscal year following such fiscal year then ended (it being understood that the form of forecasts delivered by the Borrower to the Arrangers on September 11, 2010, plus the quarterly financial information described above and a reasonably detailed narrative describing the underlying assumptions applicable thereto, would be satisfactory).

Notwithstanding the foregoing, (i) in the event that the Borrower delivers to the Administrative Agent an Annual Report for Borrower on Form 10-K for such fiscal year, as filed with the SEC, within 90 days after the end of such fiscal year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section to the extent that it contains the information required by such paragraph (a) and does not contain any “going concern” or like qualification, exception or explanatory paragraph or qualification or any exception or explanatory paragraph as to the cope of such audit and (ii) in the event

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that the Borrower delivers to the Administrative Agent a Quarterly Report for Borrower on Form 10-Q for such fiscal quarter, as filed with the SEC, within 45 days after the end of such fiscal quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in such 10-K or 10-Q satisfies the requirements of paragraphs (a) or (b) of this section, as the case may be.

So long as (i) the Borrower is a registrant for purposes of U.S. federal securities laws, (ii) all or any portion of the Senior Notes are outstanding or (iii) the Borrower or any of its Restricted Subsidiaries has Indebtedness outstanding (other than the Facilities) with respect to which it must prepare financial statements in accordance with Regulation S-X, in each case with respect to any fiscal period covered by or included in any financial statements delivered by the Borrower pursuant to Section 6.01(a) or (b), such financial statements delivered by the Borrower pursuant to Section 6.01(a) or (b) shall be in such form as shall meet the requirements of Regulation S-X, and all other accounting rules and regulations of the SEC promulgated thereunder, required of a registrant (subject to, in the case of the foregoing financial statements being required solely as a result of the operation of clause (ii) of this paragraph, the Regulation S-X carve-outs described on Schedule 6.01 hereto).(1)

6.02         Certificates; Other Information.  Deliver to the Administrative Agent for further distribution to each Lender:

(a)           no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only to the extent permitted by accounting industry policies generally followed by independent certified public accountants, a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default arising from a breach of Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b)           no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes;

(c)           promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Holdings or the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)           promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business), statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Junior Financing Documentation in a principal amount greater than the Threshold

(1)  Schedule to describe Regulation S-X carve-outs consistent with the Senior Notes DON for the applicable periods.

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Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e)           promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(f)            promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect;

(g)           together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), a report supplementing Schedule 5.12, 5.16 and 5.08(b) hereto;

(h)           promptly after the Borrower has notified the Administrative Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and

(i)            promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that:  (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the

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Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03         Notices.  Promptly, after a Responsible Officer of the Borrower or any Guarantor has obtained knowledge thereof, notify the Administrative Agent:

(a)           of the occurrence of any Default;

(b)           of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c)           of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof; and

(d)           of the incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii).

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

6.04         Payment of Obligations.  Pay, discharge or otherwise satisfy as the same shall become due and payable, (a) all its tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

6.05         Preservation of Existence, Etc.  (a)  Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05, (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted hereunder, and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect or as otherwise permitted hereunder.

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6.06         Maintenance of Properties.  Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted.

6.07         Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

6.08         Compliance with Laws.  Comply in all material respects with the requirements of all applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09         Books and Records.  Maintain proper books of record and account, in which full, true and correct, in all material respects, entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization).

6.10         Inspection Rights.  Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, that, excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year and (iii) such exercise shall be at the Borrower’s expense; provided, further that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.  The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants.

6.11         Use of Proceeds.  Use the proceeds of the Term A Borrowings and the Term B Borrowings to finance a portion of the Transaction, including any fees, commissions and expenses associated therewith, and use the proceeds of all other Borrowings (i) on the Closing Date, to provide up to $25,000,000 to finance a portion of the Transaction and/or working capital and (ii) after the Closing Date, (A) to finance the working capital needs of the Borrower and its Restricted Subsidiaries and (B) for general corporate purposes of the Borrower and its Restricted Subsidiaries (including Permitted Acquisitions and other Investments permitted hereunder), in each case not in contravention of any Law or of any Loan Document.

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6.12         Covenant to Guarantee Obligations and Give Security.

(a)           Upon the formation or acquisition of any new Subsidiaries by any Loan Party (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), or upon the acquisition of any personal property (other than “Excluded Property” as defined in the Security Agreement) or any Material Real Property by any Loan Party, which real or personal property, in the reasonable judgment of the Administrative Agent, is not already subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and then the Borrower shall, in each case at the Borrower’s expense:

(i)            in connection with the formation or acquisition of a Subsidiary, within thirty (30) days after such formation or acquisition or such longer period as the Administrative Agent may agree, (A) cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (other than any Unrestricted Subsidiary) accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Administrative Agent, together with, if requested by the Administrative Agent, supplements to the Security Agreement or other pledge or security agreements with respect to the pledge of any Equity Interests or Indebtedness; provided, that only 65% of voting Equity Interests of any Foreign Subsidiary (or any Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries) held by a Loan Party shall be required to be pledged as Collateral and no such restriction shall apply to non-voting Equity Interests of such Subsidiaries; provided, further, that (1) notwithstanding anything to the contrary in this Agreement, no assets owned by any Foreign Subsidiary (including stock owned by such Foreign Subsidiary in a Domestic Subsidiary) shall be required to be pledged as Collateral and (2) pledge and security agreements governed by any non-U.S. jurisdiction shall only be required in respect of the pledge of Equity Interests in Material Foreign Subsidiaries.

(ii)           within fifteen (15) days after such request, formation or acquisition (or such longer period, as the Administrative Agent may agree), furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) in detail reasonably satisfactory to the Administrative Agent; provided that any such information provided pursuant to this clause (ii) shall consist solely of information of the type that would be set forth on Schedules I-IV of the Security Agreement,

(iii)          within thirty (30) days after such request, formation or acquisition, or such longer period, as the Administrative Agent may agree in its sole discretion, duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Administrative Agent Mortgages (and other documentation and instruments referred to in Section 6.14) (with respect to Material Real Properties only), Security Agreement Supplements, IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, IP Security Agreement and Mortgages (and Section 6.14)), securing payment of all the Obligations (but not securing the Letter of Credit or Revolving Credit Facility Obligations in those states that impose a mortgage tax on paydowns or readvances or such facilities) of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties,

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(iv)          within thirty (30) days after such request, formation or acquisition, or such longer period, as the Administrative Agent may agree in its sole discretion, take, and cause such Subsidiary that is not an Excluded Subsidiary to take, whatever action (including, without limitation, the recording of Mortgages (with respect to Material Real Properties only), the filing of Uniform Commercial Code financing statements, the giving of notices and delivery of stock and membership interest certificates) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12, in each case, to the extent required under the Loan Documents and subject to the Perfection Exceptions (as defined in the Security Agreement), enforceable against all third parties in accordance with their terms,

(v)           within thirty (30) days after the request of the Administrative Agent, or such longer period as the Administrative Agent may agree, deliver to the Administrative Agent, a signed copy of one or more opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request (limited, in the case of any opinions of local counsel to the Loan Parties in states in which any Mortgaged Property is located, to opinions relating to Material Real Property with a fair market value of $10,000,000 or greater (and any other Mortgaged Properties located in the same state as any such Material Real Property)),

(vi)          as promptly as practicable after the request of the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property owned in fee by a Subsidiary that is the subject of such request, title reports in scope, form and substance reasonably satisfactory to the Administrative Agent, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in the applicable jurisdiction in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the Material Real Properties covered thereby) and American Land Title Association/American Congress on Surveying and Mapping form surveys and environmental assessment reports, and

(vii)         at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security agreements; and

(b)           Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.

6.13         Compliance with Environmental Laws.  Except, in each case, to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, comply, and make all reasonable efforts to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and , to the extent required under Environmental Laws, conduct any investigation, mitigation, study, sampling and testing, and undertake any cleanup, removal or remedial, corrective or other action necessary to remove and clean up

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all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

6.14         Further Assurances.

(a)           Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.12, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

(b)           By the date that is ninety (90) days after the Closing Date, as such time period may be extended in the Administrative Agent’s reasonable discretion, the Borrower shall, and shall cause each Restricted Subsidiary to, deliver to the Administrative Agent:

(i)            a Mortgage with respect to each Mortgaged Property, together with evidence each such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto on or before such date is are in form suitable for filing and recording in all appropriate local filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii)           fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (including zoning endorsements) that is not exclusive and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable and with respect to any property located in a state in which a zoning endorsement is not available or for which a zoning endorsement is not available (or for which a zoning endorsement is not available at a premium that is not excessive), a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case satisfactory to the Administrative Agent;

(iii)          American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the day of the initial Credit Extension, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of

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encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent; new or updated surveys will not be required if an existing survey is available and survey coverage is available for Agent’s title insurance policies without the need for such new or updated surveys;

(iv)in each case with respect to any Material Real Property with a fair market value of $10,000,000 or greater (and any other Mortgaged Properties located in the same state as any such Material Real Property), favorable opinions of local counsel to the Loan Parties in states in which the Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent;

(v)favorable opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the validly existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent;

(vi)evidence that all other actions reasonably requested by the Administrative Agent, that are necessary in order to create valid and subsisting Liens on the property described in the Mortgage, have been taken; and

(vii)evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgages, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the Mortgages and the other matters described in this Section 6.14 and as otherwise required to be paid in connection therewith under Section 10.04.

6.15Maintenance of Ratings.  Use commercially reasonable efforts to maintain a rating of the Facilities and a corporate debt rating for the Borrower by each of S&P and Moody’s.

6.16Currency and Interest Rate Protection.  (a) Enter into, no later than 90 days following the Closing Date, and thereafter maintain for a period of two (2) years from the Closing Date, interest rate Swap Contracts with Persons reasonably acceptable to the Arrangers, on terms and conditions and pursuant to documentation reasonably satisfactory to the Arrangers, which Swap Contracts shall provide (i) not less than 40% of the total Consolidated Funded Indebtedness of the Borrower and its Restricted Subsidiaries shall bear interest at a fixed rate and (ii) that the Borrower’s counterparties thereto shall make payments thereunder for a period of no less than two (2) years from the Closing Date, and (b) enter into, no later than 90 days following the Closing Date, Swap Contracts to hedge foreign currency exchange risk.

6.17Post-Closing Undertakings.  Within the time periods specified on Schedule 6.17 (as each may be extended by the Administrative Agent in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.17.

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ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), (A) (except with respect to Section 7.16) the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly and (B) (with respect to Section 7.16) Holdings shall not:

7.01Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or authorize the filing under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 7.01 (or to the extent not listed on such Schedule 7.01, where the fair market value of all property to which such Liens attach is less than $20,000,000 in the aggregate) and any modifications, replacements, renewals, refinancings or extensions thereof; provided, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) and proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c)Liens for taxes, assessments or governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations (including obligations in respect of bank guarantees issued for the account of Foreign Subsidiaries) of insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries;

(f)deposits to secure the performance of bids, trade contracts, governmental contracts, leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those

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required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business;

(g)easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i)Liens securing Indebtedness permitted under Section 7.03(b)(v); provided, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms;

(j)leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries;

(k)Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(l)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m)Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i), (o) or (s) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n)Liens on property of any Restricted Subsidiary that is a Foreign Subsidiary securing Indebtedness and other obligations in respect of such Indebtedness of such Foreign Subsidiary to the extent permitted under Section 7.03(b)(vi);

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(o)Liens in favor of the Borrower or a Restricted Subsidiary of the Borrower securing Indebtedness permitted under Section 7.03(b)(iv);

(p)Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided, that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(b)(v), Section 7.03(b)(vi) or (to the extent that it constitutes a type of Indebtedness otherwise permitted under Section 7.03(b)(v)) Section 7.03(b)(xiii);

(q)Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(r)any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and other technology licenses) in the ordinary course of business;

(s)Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(t)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02;

(u)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(v)Permitted Encumbrances;

(w)Liens on Cash Collateral granted in favor of any Lenders and/or L/C Issuers created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement;

(x)Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(y)(i)  zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;

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(z)Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(aa)Liens on Equity Interests of Joint Ventures securing obligations of such Joint Venture;

(bb)deposits made in the ordinary course of business to secure liability to insurance carriers;

(cc)receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory and proceeds thereof;

(dd)so long as no Event of Default has occurred and is continuing at the time of granting such Liens, Liens on cash deposits securing any Swap Agreement permitted hereunder;

(ee)Liens on cash or Cash Equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is permitted hereunder;

(ff)Liens on Permitted Receivables Financing Assets securing any Permitted Receivables Financing ; and

(gg)other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of $87,500,000 and 2.0% of Consolidated Total Assets.

7.02Investments.  Make or hold any Investments, except:

(a)Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents or that were Cash Equivalents when made;

(b)loans or advances to officers, directors and employees of the Borrower (or any Parent Holding Company) and Restricted Subsidiaries (i) for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed, other than for travel and entertainment in the ordinary course of business, $5,000,000 at any time outstanding and (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any Parent Holding Company, provided that no cash is actually advanced pursuant to this clause (ii) unless immediately repaid;

(c)Investments (i) by the Borrower or any of its Restricted Subsidiaries in any Loan Party (excluding Holdings but including any new Restricted Subsidiary which becomes a Loan Party) and (ii) by any Restricted Subsidiary of the Borrower that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party, and (iii) by Loan Parties in any Restricted Subsidiary that is not a Loan Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Loan Parties;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of

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business (including advances made to distributors consistent with past practice), Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers in the ordinary course of business and consistent with past practice;

(e)to the extent constituting Investments, transactions expressly permitted under Sections 7.01, 7.03, 7.04, 7.05 (including the receipt of non-cash consideration for the Dispositions of assets permitted thereunder), 7.06; and 7.14.

(f)Investments existing on, or made pursuant to legally binding written commitments in existence on, the date hereof and set forth on Schedule 7.02 and any modification, replacement, renewal or extension thereof; provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;

(g)Investments in Swap Contracts permitted under Section 7.03;

(h)promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(i)(i) any acquisition made solely with the Net Cash Proceeds of any substantially concurrent Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied or (ii) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary that is wholly owned directly by the Borrower or one or more of its wholly owned Restricted Subsidiaries (including, without limitation, as a result of a merger or consolidation) (each, a “Permitted Acquisition”); provided, that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i):

(A)each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 or made arrangements satisfactory to the Administrative Agent for compliance after the effectiveness of such Permitted Acquisition;

(B)solely in the case of purchases and acquisitions made pursuant to Section 7.02(i)(ii), the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, earnouts and other contingent payment obligations to such sellers and all assumptions of Indebtedness in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such purchase or other acquisition of an entity that does not become a Guarantor (including by way of merger) or of assets that do not become Collateral, other than (1) Excluded Collateral pursuant to the Security Documents and (2) real property that is not Material Real Property ((1) and (2), collectively, the “Specified Acquired Collateral”) when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries of entities that do not become Guarantors (including by way of merger) or of assets that do not become Collateral other than Specified Acquired Collateral, shall not exceed the greater of $150,000,000 and 3.5% of Consolidated Total Assets plus any amounts allowed pursuant to Section 7.02(s) (in each case, exclusive of any Net Cash Proceeds of

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any substantially concurrent Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied, made in connection with such acquisition);

(C)solely in the case of purchases and acquisitions made pursuant to Section 7.02(i)(ii), (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default or Default under Sections 8.01(a), (f) and (g) shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11 (provided that the Total Senior Secured Leverage Ratio shall not exceed a level that is 0.25:1.00 lower than the then-applicable level pursuant to Section 7.11), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

(D)the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.02(i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.

(j)(i) Investments by any Restricted Subsidiary that is not a Loan Party in any Joint Venture or Unrestricted Subsidiary and (ii) Investments by Loan Parties in any Restricted Subsidiary that is not a Loan Party or in any Joint Venture or Unrestricted Subsidiary, to the extent that the aggregate amount of all Investments made pursuant to this clause Section 7.02(j) is not in excess of $50,000,000, plus any amounts allowed pursuant to Section 7.02(s), provided, that prior to making any Investments under this Section 7.02(j) in excess of $15,000,000 in the aggregate, the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate demonstrating that, after giving Pro Forma Effect to each such Investment, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11;

(k)Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent with past practices;

(l)Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) the licensing, sublicensing or contribution of IP Rights pursuant to joint marketing arrangements with Persons other than Holdings and its Restricted Subsidiaries;

(n)loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings in accordance with

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Section 7.06;

(o)so long as immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments not exceeding the greater of $150,000,000 and 3.5% of Consolidated Total Assets, in the aggregate (net of any return or distribution of capital or repayments of principal in respect thereof at any time outstanding) provided, that prior to making any Investments under this Section 7.02(o) in excess of $40,000,000 in the aggregate, the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate demonstrating that, after giving Pro Forma Effect to each such Investment, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11;

(p)loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(q)Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings (or any Parent Holding Company) to the seller of such Investments;

(r)Investments of a Restricted Subsidiary that is acquired after the Closing Date or of a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation;

(s)Investments made with the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.02(s), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to any such Investment, no Default under Section 8.01(a), (f) or (g) or Event of Default shall have occurred and be continuing; and (B) immediately after giving effect to any such Investment, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and with a maximum Total Leverage Ratio of 5.0:1.0, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

(t)any Investments in a Restricted Subsidiary that is not a Loan Party or in a Joint Venture, in each case, to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Restricted Subsidiary or Joint Venture;

(u)the forgiveness or conversion to equity of any Indebtedness owed by a Loan Party and permitted by Section 7.03;

(v)Investments made to consummate the Transactions;

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(w)advances of payroll payments to employees in the ordinary course of business;

(x)Restricted Subsidiaries of Borrower may be established or created if Borrower and such Subsidiary comply with the requirements of Section 6.12, if applicable; provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a transaction pursuant to an acquisition permitted by this Section 7.02, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such transactions, such new Subsidiary shall not be required to take the actions set forth in Section 6.12, as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective transaction shall be required to so comply in accordance with the provisions thereof);

(y)(i) Investments in a Permitted Receivables Financing Subsidiary or any Investment by a Permitted Receivables Financing Subsidiary in any other Person in connection with a Permitted Receivables Financing; provided, however, that any such Investment in a Permitted Receivables Financing Subsidiary is in the form of a contribution of additional Permitted Receivables Financing Assets, and (ii) distributions or payments by such Permitted Receivables Financing Subsidiary of Permitted Receivables Financing Fees;

(z)to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business.

7.03Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:

(a)in the case of the Borrower:

(i)Indebtedness in an aggregate principal amount not to exceed $650 million plus interest, premiums, expenses and other amounts owing thereunder at any one time outstanding evidenced by the Senior Notes and any Permitted Refinancing thereof; and

(b)in the case of the Borrower and its Restricted Subsidiaries:

(i)Indebtedness of the Loan Parties under the Loan Documents;

(ii)Indebtedness outstanding or committed to be incurred on the date hereof and listed on Schedule 7.03 and any Permitted Refinancing thereof, and (only until the date that is 31 days after the Closing Date) the Discharged Existing Notes;

(iii)Guarantees of any Loan Party in respect of Indebtedness of the Borrower (including, without limitation, the Senior Notes and any Permitted Refinancing thereof) or a Restricted Subsidiary otherwise permitted hereunder;

(iv)Indebtedness of (A) any Loan Party owing to any other Loan Party (other than Holdings), (B) of any Restricted Subsidiary that is not a Loan Party owed to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party (other than Holdings) in respect of an Investment permitted under Section 7.02(c), (j), (o) or (s), and (C) of any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided, that all such Indebtedness of any Loan Party in this clause (iv)(C) must be expressly subordinated to the Obligations on the terms of the Intercompany Subordination

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Agreement;

(v)Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of $50,000,000 and 1.25% of Consolidated Total Assets;

(vi)Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries not to exceed the greater of $75,000,000 and 1.75% of Consolidated Total Assets;

(vii)Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and consistent with prudent business practice and not for speculative purposes;

(viii)Indebtedness (other than for borrowed money) secured by Liens permitted under Section 7.01 (other than Section 7.01(x));

(ix)Indebtedness representing deferred compensation or stock-based compensation to employees of Holdings and its Restricted Subsidiaries;

(x)Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any Parent Holding Company permitted by Section 7.06;

(xi)Indebtedness incurred by the Borrower or its Restricted Subsidiaries in a Permitted Acquisition or Disposition under agreements providing for the adjustment of the purchase price or similar adjustments;

(xii)Indebtedness consisting of obligations of the Borrower or its Restricted Subsidiaries under deferred consideration (earn-outs, indemnifications, incentive non-competes and other contingent obligations) or other similar arrangements incurred by such Person in connection with the Transactions, and any Permitted Acquisitions and any other Investments permitted under Section 7.02; provided that the aggregate principal amount of all such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall not exceed $50,000,000 in the aggregate at any time outstanding;

(xiii)Indebtedness of any Restricted Subsidiary existing at the time such Person was acquired or contributed in a Permitted Acquisition or an Investment permitted under Section 7.02 and any Permitted Refinancing thereof; provided, that (i) such Indebtedness is not incurred in contemplation of such acquisition or contribution and (ii) such Indebtedness, together with any Indebtedness incurred under clause (xix) below, shall not exceed the greater of $75,000,000 and 1.75% of Consolidated Total Assets, at any time outstanding;

(xiv)Indebtedness in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and similar arrangements in each case in connection with deposit accounts and Indebtedness arising

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from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness  is extinguished within 30 days;

(xv)Indebtedness in an aggregate principal amount not to exceed the greater of $100,000,000 and 2.25% of Consolidated Total Assets, at any time outstanding;

(xvi)Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of bank guarantees, warehouse receipts or similar instruments (other than letters of credit) issued or created in the ordinary course of business consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations (other than obligations in respect of letters of credit) regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof;

(xvii)obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries;

(xviii)Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xix)Indebtedness incurred to finance Permitted Acquisitions or an Investment permitted under Section 7.02 in an aggregate amount for all such Indebtedness together with the aggregate principal amount of Indebtedness permitted by clause (xiii) above shall not exceed the greater of $75,000,000 and 1.75% of Consolidated Total Assets, at any time outstanding;

(xx)Indebtedness incurred by the Borrower and its Restricted Subsidiaries constituting Permitted Ratio Debt; provided that the amount of Permitted Ratio Debt incurred by Restricted Subsidiaries that are not Loan Parties shall not exceed an aggregate principal amount of $150,000,000 at any time outstanding;

(xxi)Indebtedness incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to the Borrower or any of its Restricted Subsidiaries, provided that the Borrower shall apply the Net Cash Proceeds of any such Permitted Receivables Financing which is at any time in excess of (when taken together with all Net Cash Proceeds of the type described in clause (d) of the definition thereof) $25,000,000 as a mandatory prepayment in accordance with Section 2.05(b);

(xxii)Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

(xxiii)Indebtedness of the Borrower or any other Loan Party as an account party in respect of trade letters of credit issued in the ordinary course of business; and

(xxiv)all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in

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clauses (i) through (xxiii) above.

7.04Fundamental Changes.  Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default would result therefrom:

(a)any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States of America), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent, or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder;

(b)(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c)any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided, that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d)any Restricted Subsidiary may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;

(e)the Borrower and its Restricted Subsidiaries may consummate the Transactions;

(f)a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(d)(A)); and

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(g)any Investment permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation.

7.05Dispositions.  Make any Disposition, except:

(a)Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned);

(b)Dispositions of inventory, goods held for sale and immaterial assets with a fair market value of less than $5,000,000 in the ordinary course of business; provided that the fair market value of immaterial assets disposed of pursuant to this Section 7.05(b) shall not exceed $20,000,000 in any fiscal year;

(c)Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d)(A) Dispositions permitted by Section 7.04, (B) Investments permitted by Section 7.02, and (C) Restricted Payments permitted by Section 7.06;

(e)Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions; provided, that (i) the fair market value of all property so Disposed of shall not exceed $75,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration;

(f)Dispositions of cash and Cash Equivalents;

(g)Dispositions of accounts receivable in connection with the collection or compromise thereof;

(h)licensing or sublicensing of IP Rights in the ordinary course of business on customary terms;

(i)sales, Disposition or contributions of property (A) between Loan Parties (other than Holdings), (B) between Restricted Subsidiaries (other than Loan Parties), (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings) or (D) by Loan Parties to any Restricted Subsidiary that is not a Loan Party, provided that (1) the portion (if any) of any such Disposition made for less than fair market value and (2) any non-cash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Restricted Subsidiary;

(j)leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

(k)transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

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(l)Dispositions made on the Closing Date to consummate the Transactions;

(m)Dispositions of Investments (including Equity Interests) in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(n)the transfer for fair value of property (including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property, provided that such transfer is permitted under Section 7.02(j) or (o);

(o)the unwinding of Swap Contracts permitted hereunder pursuant to their terms;

(p)transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;

(q)any Disposition of any asset between or among the Borrower and its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 7.05;

(r)the purchase and sale or other transfer, in each case for cash, of Permitted Receivables Financing Assets (including by capital contribution) to a Permitted Receivables Financing Subsidiary;

(s)Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (v) shall not exceed $150,000,000 and (iii) the purchase price for such property in excess of $10,000,000 shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration; provided, however, that for the purposes of this clause (s)(iii), the following shall be deemed to be cash:  (A) any liabilities (as shown on Borrower’s or the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by Borrower or the applicable Restricted Subsidiary from such transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition; and

(t)the Disposition of any Unrestricted Subsidiary;

provided, however, that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(d), (g), (i) (k), (q) and (r)), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05, to any Person other than a Loan Party, such Collateral shall be sold free and clear of the

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Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

7.06Restricted Payments.  Declare or make, directly or indirectly, any Restricted Payment, except:

(a)each Restricted Subsidiary may make Restricted Payments to the Borrower and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

(b)the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c)the Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Permitted Equity Issuance Not Otherwise Applied, so long as, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom;

(d)to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.02, 7.04, 7.08 or 7.14;

(e)the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings:

(i)the proceeds of which will be used to pay the income tax liability of Holdings attributable to the Borrower and its Subsidiaries in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings determined as if the Borrower and its Subsidiaries filed separately; provided that Restricted Payments under this Section 7.06(e)(i) shall not exceed the income tax liability of the consolidated, combined, unitary or affiliated group that includes the Borrower;

(ii)the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to a Parent Holding Company to enable it to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries or (b) the fees and other amounts described in Section 7.08(d) to the extent that the Borrower would be then permitted under such Section 7.08(d) to pay such fees and other amounts directly;

(iii)the proceeds of which shall be used by Holdings to pay its (or to make a Restricted Payment to a Parent Holding Company to enable it to pay) franchise taxes and other taxes imposed on a separate company basis;

(iv)the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of Holdings (or to make a Restricted Payment to a Parent Holding Company to enable it to repurchase, retire or otherwise acquire its Equity

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Interest) from directors, employees or members of management of Holdings or any Restricted Subsidiary (or their estate, family members, spouse and/or former spouse), in each case in connection with the resignation, termination, death or disability of any such directors, employees or members of management, in an aggregate amount not in excess of (A) at any time prior to a Qualified IPO, $7,500,000 in any calendar year plus any unutilized portion of such amount in the immediately preceding fiscal year (but not exceeding $12,500,000) and (B) at any time after a Qualified IPO, $15,000,000 in any calendar year plus any unutilized portion of such amount in the immediately preceding fiscal year (but not exceeding $20,000,000); provided, further, that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained by Holdings (or a Parent Holding Company), the Borrower or a Restricted Subsidiary, plus (B) to the extent contributed in cash to the common equity of the Borrower, the Net Proceeds from the sale of Equity Interests of any Parent Holding Company, in each case to members of management, managers, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any Parent Holding Company that occurs after the Closing Date;

(v)the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Borrower, it would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02; provided, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such purchaser or other acquisition;

(vi)repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants or similar equity incentive awards; and

(vii)the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any Parent Holding Company to pay, other than to Affiliates of Holdings, a portion of any customary fees and expenses related to any unsuccessful equity offering by Holdings (or any Parent Holding Company), in each case directly attributable to the operations of the Borrower and its Restricted Subsidiaries;

(f)in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments to Holdings in an aggregate amount not to exceed the sum of (1) an amount (which shall not be less than zero) equal to $35,000,000; plus (2) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(f)(2), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, provided that (in the case of this Section 7.06(f)(2)) (A) immediately before and immediately after giving Pro Forma Effect to any such Restricted Payment, no Default shall have occurred and be continuing; and (B) immediately after giving effect to any such Restricted Payment, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and with a maximum Total Leverage Ratio of 3.5:1.0, such compliance to be

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determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

(g)Restricted Payments made (i) on the Closing Date to consummate the Transaction, (ii) out of the cash proceeds received by the Borrower in respect of working capital adjustments or purchase price adjustments pursuant to the Merger Agreement (provided that the condition set out in Section 4.01(d)(ii) would have been satisfied on the Closing Date if the actual amount of the Equity Contribution on the Closing Date had been reduced  by the amount of any Restricted Payment made in reliance on this clause (ii)) and (iii) in order to satisfy indemnity and other similar obligations under the Merger Agreement;

(h)Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;

(i)Restricted Payments in order to effectuate payments that at such time are permitted to be made under Section 7.08(d) and (e);

(j)the Borrower and its Restricted Subsidiaries may make Restricted Payments to consummate the Transaction;

(k)the payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 7.06; and

(l)provided that no Default or Event of Default is continuing or would result therefrom, after a Qualified IPO, the Borrower may make Restricted Payments to Holdings so that Holdings may make Restricted Payments to its equity holders or the equity holders of the Parent Holding Company in an aggregate amount not exceeding 6.0% per annum of the Net Cash Proceeds received by the Borrower from such Qualified IPO; provided that the Cumulative Credit shall be reduced by a corresponding amount of any such Restricted Payments.

7.07Change in Nature of Business.  Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Restricted Subsidiaries on the date hereof or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.

7.08Transactions with Affiliates.  Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties (other than Holdings) and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transaction and the payment of fees and expenses in connection with the consummation of the Transaction, (d) so long as no Event of Default under Section 8.01(f) or (g) shall have occurred and be continuing, the payment of fees (including termination payments) to the Sponsor pursuant to the

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Sponsor Management Agreement and related indemnities and reasonable expenses, provided that during the period that an Event of Default under Section 8.01(f) or (g) shall have occurred or be continuing, the annual fixed management fee pursuant to the Sponsor Management Agreement may accrue, but not be paid, and following cure of such Event of Default to the satisfaction of the Administrative Agent, such accrued management fee may be paid to the Sponsor, (e) customary fees and indemnities may be paid to any directors of Holdings, the Borrower and its Restricted Subsidiaries (and, to the extent directly attributable to the operations of the Borrower and its Restricted Subsidiaries, to any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) the Borrower and its Restricted Subsidiaries may enter into employment and severance arrangements with officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) Restricted Payments permitted under Section 7.06, (h) Investments in the Borrower’s Subsidiaries and Joint Ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such Subsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02, (i) any payments required to be made pursuant to the Merger Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) transactions between Borrower or any Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Borrower or any Parent Holding Company; provided, however, that such director abstains from voting as a director of Borrower or such Parent Holding Company, as the case may be, on any matter involving such other Person, and (l) the issuance of Equity Interests to the Sponsor or any Parent Holding Company, or to any director, officer, employee or consultant thereof.

7.09Burdensome Agreements.  Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) of any Restricted Subsidiary of the Borrower to make Restricted Payments to the Borrower or any Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in effect on the date hereof and described on Schedule 7.09, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) any agreement representing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) any agreement in connection with a Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary permitted by Section 7.05, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business or (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) restrictions contained in the Permitted Surviving Debt documents (as amended, so long as such restrictions are not expanded in scope), (viii) customary net worth provisions contained in Real Property leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (ix) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of IP Rights in the ordinary course of business (in which case such restriction shall relate only to such IP Rights), (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (xi) in each case so long as no Subsidiary is restricted from making Restricted Payments or transfers to the Borrower, customary restrictions contained in (A) the Senior Notes, (B) Permitted Ratio Debt and (C) Indebtedness permitted pursuant to Sections 7.03(b)(xv), (xii) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vii) to the extent no more restrictive to the Borrower and its Subsidiaries than the covenants contained in this Agreement and (xiii) solely to the extent that (A) such

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restrictions relate to the Subsidiary being acquired or incurring such Indebtedness and (B) such Indebtedness is expressly made non-recourse to the Borrower and the other Restricted Subsidiaries, restrictions contained in Indebtedness permitted pursuant to Sections 7.03(b)(xix) or (xxi) or (b) of the Borrower or any Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Sections 7.03(b)(v) or (xxi) or, to the extent it constitutes Indebtedness of a type permitted under Section 7.03(b)(v), Indebtedness permitted under Sections 7.03(b)(xiii) or (xix), but in each case solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (ii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iii) in each case so long as such restrictions are no broader in scope than those contained in the Senior Notes, customary restrictions contained in the (A) Senior Notes and (B) Permitted Ratio Debt (solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness), provided in each case that such restrictions do not restrict the Liens securing the Obligations or the first priority status thereof, (iv) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (vii) restrictions contained in the Permitted Surviving Debt documents (as amended, so long as such restrictions are not expanded in scope)), (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business relating to the assets and Equity Interests of such Joint Venture, (ix) restrictions imposed by applicable law, (x) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vi) or, to the extent it constitutes Indebtedness of a type permitted under Section 7.03(b)(vi), Section 7.03(b)(xiii) or (xix) to the extent relating to the Subsidiary incurring such Indebtedness and its Subsidiaries and provided that such restrictions do not restrict the Liens securing the Obligations as contemplated by Loan Documents or the first priority status thereof and (xi) restrictions contained in Indebtedness permitted pursuant to Section 7.03(b)(vii) to the extent no more restrictive to the Borrower and its Restricted Subsidiaries than the covenants contained in this Agreement.

7.10Use of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.

7.11Financial Covenants.

(a)Total Senior Secured Leverage Ratio.  Permit the Total Senior Secured Leverage Ratio as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such period:

Calendar Year	March 31	June 30	September 30	December 31
2011	4.75:1.00	4.75:1.00	4.75:1.00	4.50:1.00
2012	4.50:1.00	4.50:1.00	4.50:1.00	4.25:1.00
2013	4.25:1.00	4.25:1.00	4.25:1.00	4.00:1.00
2014	4.00:1.00	4.00:1.00	4.00:1.00	3.75:1.00
2015	3.75:1.00	3.75:1.00	3.75:1.00	3.50:1.00
2016	3.50:1.00	3.50:1.00	3.50:1.00	3.25:1.00
2017	3.25:1.00	3.25:1.00	3.25:1.00	3.25:1.00

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(b)Interest Coverage Ratio.  Permit the Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower as set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Calendar Year	March 31	June 30	September 30	December 31
2011	1.75:1.00	1.75:1.00	1.75:1.00	1.75:1.00
2012	1.75:1.00	1.75:1.00	1.75:1.00	2.00:1.00
2013	2.00:1.00	2.00:1.00	2.00:1.00	2.00:1.00
2014	2.00:1.00	2.00:1.00	2.00:1.00	2.00:1.00
2015	2.00:1.00	2.00:1.00	2.00:1.00	2.25:1.00
2016	2.25:1.00	2.25:1.00	2.25:1.00	2.25:1.00
2017	2.25:1.00	2.25:1.00	2.25:1.00	2.25:1.00

7.12Amendments to Organization Documents.  Amend any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders.

7.13Accounting Changes.  Make any change in fiscal year; provided, however, that Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

7.14Prepayments, Etc. of Indebtedness.  (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Senior Notes or any Permitted Ratio Debt (it being understood that payments of regularly scheduled interest and principal shall be permitted) (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.14(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default shall have occurred and be continuing; and (B) immediately after giving effect to any such prepayment, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and with a maximum Total Leverage Ratio of 4.0:1.0, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had been made as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail, (ii) the refinancing of the Senior Notes  or any Permitted Refinancing thereof with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied, in each case, to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (iii) the conversion of any Junior Financing to

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Equity Interests (other than Disqualified Equity Interests) or the prepayment of Junior Financing with the proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iv) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (v) the refinancing of any Permitted Ratio Debt with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied, (vi) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed (x) $65,000,000 plus (y) the amount, if any, that is then available for Restricted Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)(1)), (vii) the redemption of the Discharged Existing Notes pursuant to the definition thereof and (viii) prepayment of the Existing IRB; or (b) amend, modify or change any term or condition of any Junior Financing Documentation in any manner that is, taken as a whole, materially adverse to the interests of the Administrative Agent or the Lenders.

7.15         Capital Expenditures.  Make or become legally obligated to make in such period any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year (each such amount, the “Permitted Capital Expenditure Amount” for such fiscal year):

Fiscal Year	Amount
2011	$	75,000,000
2012	$	75,000,000
2013	$	75,000,000
2014	$	85,000,000
2015	$	85,000,000
2016	$	85,000,000

; provided, however, that:

(a)           with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such fiscal year shall (subject to the immediately following proviso in this subclause (a)) be increased by an amount equal to 125% of the quotient obtained by dividing (A) the amount of capital expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition by (B) three (3) (the “Acquired Permitted Capital Expenditure Amount”); provided, further, that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, as applicable;

(b)           notwithstanding anything to the contrary set out above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year is less than the amount set forth above, 100% of the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year (provided, that any Rollover Amount shall be

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deemed to be used to make Capital Expenditures in any fiscal year before the amount set forth above for such fiscal year shall be deemed to be used to make Capital Expenditures for such fiscal year);

(c)           for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.15 (including as a result of clauses (a) and (b)) may be increased by an amount not to exceed 25% of the Permitted Capital Expenditure Amount for the immediately succeeding fiscal year (the “CapEx Pull Forward Amount”); provided that before any Capital Expenditures are made in a fiscal year pursuant to the CapEx Pull Forward Amount, Capital Expenditures shall have been made in such fiscal year in an amount equal to the Capital Expenditures otherwise permitted in such fiscal year pursuant to this Section 7.15 (including as a result of the application of Section 7.15(b)).  The actual CapEx Pull Forward Amount in respect of any such fiscal year shall reduce, on a dollar for dollar basis, the amount of Capital Expenditures that would have been permitted to be made for the immediately succeeding fiscal year.

(d)           the Borrower or any Restricted Subsidiary may make additional Capital Expenditures using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.15(c), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that immediately before and immediately after giving Pro Forma Effect to any such prepayment the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and a maximum Total Leverage Ratio of 5.0:1.0, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Capital Expenditure had been made as of the first day of the fiscal period covered thereby and evidenced by a certificate a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail.

7.16         Holding Company.  In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower, the performance of the Loan Documents, the Junior Financing Documentation or, in each case, activities expressly permitted hereunder and thereunder and the consummation of the Transactions, (ii) incur any Indebtedness (other than pursuant to any Loan Document and other than Guarantees of Indebtedness permitted to be incurred hereunder by any Loan Party), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or non-consensual Liens arising solely by operation of law); or (iv) permit the Borrower to be a Subsidiary that is not wholly owned by Holdings.  Nothing in this Section 7.16 shall prevent Holdings from (a) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (b) the performance of its obligations with respect to the Loan Documents, the Merger Agreement and the other agreements contemplated thereby, (c) the performance of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (d) payment of dividends, making contributions to the capital of the Borrower and the receipt of Restricted Payments permitted under Section 7.06, (e) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, including, without limitation, compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees (f) holding any cash (but not operating any property), (g) providing indemnification to officers, managers and directors and (h) any activities incidental to the foregoing.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01         Events of Default.  Any of the following shall constitute an Event of Default:

(a)           Non-Payment.  The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any L/C Obligation or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or

(b)           Specific Covenants.  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05 (solely with respect to the Borrower), 6.11 or Article VII (subject to, in the case of the financial covenants contained in Section 7.11, the cure rights contained in Section 8.03), or Holdings fails to perform or observe any term, covenant or agreement contained in Section 7.16; or

(c)           Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d)           Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (and in all respects if any such representation or warranty is already qualified by materiality) when made or deemed made; or

(e)           Cross-Default.  (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f)            Insolvency Proceedings, Etc.  Any Loan Party or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries) institutes or consents to the institution of any

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proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g)           Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary) thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)           Judgments.  There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny or fail to acknowledge coverage) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)            ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j)            Invalidity of Loan Documents.  Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or satisfaction in full of all the Obligations (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

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(k)           Change of Control.  There occurs any Change of Control; or

(l)            Collateral Documents.  Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected first priority lien on and security interest in any material Collateral covered thereby, subject to Liens permitted under Section 7.01, except to the extent (i) that any such perfection or priority is not required pursuant to Section 4.01, Section 6.12 or Section 6.14 or results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements, or (ii) except as to Collateral consisting of Real Property, to the extent that such losses are covered by a lender’s title insurance policy and such insurers have not denied or failed to acknowledge coverage; or

(m)          Subordination.  (i)  The subordination provisions of the documents evidencing or governing Indebtedness in excess of the Threshold Amount contractually subordinated by its terms to the Obligations (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness (unless, at such time, the Borrower shall be permitted under Section 7.03 to incur such Indebtedness on the terms in effect after giving effect to such termination or cessation); or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow in writing or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions or (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuers.

8.02         Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)           declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)           require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)           exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt,” (or any comparable term) and/or under applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C

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Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03         Right to Cure.  Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the covenants set forth in Section 7.11, then (A) until the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Sections 6.01(a) and (b), the Borrower shall have the right to issue common equity for cash (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the calculation of EBITDA as used in the covenants set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments:

(i)            EBITDA shall be increased, solely for the purpose of measuring the covenants set forth in Section 7.11 and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Commitment Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Commitment Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the covenants set forth in Section 7.11; and

(ii)           If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the covenants set forth in Section 7.11, the Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants set forth in Sections 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and

(B) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the covenants set forth in Section 7.11 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.

Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than four fiscal quarters in respect of which the Cure Right is exercised during the term of the Term B Facility, and (iii) for purposes of this Section 8.03, the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the covenants set forth in Section 7.11.

8.04         Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.18 and 2.19, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities,

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expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under Section 10.05) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the L/C Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of L/C Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.18, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize such L/C Obligations, (y) subject to Sections 2.03(c) and 2.18, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth;

Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.  Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the

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terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01         Appointment and Authorization of Agents.

(a)           Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)           Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c)           The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02         Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agent

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or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

9.03         Liability of Agents.  No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction) or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04         Reliance by Agents.

(a)           Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent.  Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)           For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

9.05         Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”  The Administrative Agent will notify the Lenders of its receipt of any such notice.  The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative

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Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

9.06         Credit Decision; Disclosure of Information by Agents.  Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.  Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder.  Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

9.07         Indemnification of Agents.  Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further, that to the extent any L/C Issuer is entitled to indemnification under this Section 9.07 solely in its capacity and role as L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.07.  In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

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9.08         Agents in their Individual Capacities.  Any Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though it were not an Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them.  With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

9.09         Successor Agents.  (a)  The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders.  If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed).  If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders.  Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated.  After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.  If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.  Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent.  Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the thirty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.  After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.  If the Administrative Agent becomes a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower and the Required Lenders.

(b)           Any resignation by Barclays Bank as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and as Swing Line Lender.

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Upon the acceptance of a successor’s appointment as Administrative Agent hereunder or upon the expiration of the thirty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, (i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.10         Administrative Agent May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.11         Collateral and Guaranty Matters.  Each of the Lenders (including in their capacities as potential Hedge Banks and potential Cash Management Banks) and each L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)           to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted) and (B) obligations and liabilities under Secured Cash

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Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(b)           to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i), (p), (ee) and (ff); and

(c)           to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11.  In each case as specified in this Section 9.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents).

9.12         Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

9.13         Other Agents; Arranger and Managers.  None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “co-documentation agent,” “joint lead arranger,” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

9.14         Appointment of Supplemental Administrative Agents.

(a)           It is the purpose of this Agreement and the other Loan Documents that there shall

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be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.  It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b)           In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 (obligating the Borrower to pay the Administrative Agent’s expenses and to indemnify the Administrative Agent) that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c)           Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent.  In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

MISCELLANEOUS

10.01       Amendments, Etc.Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)           extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to Section 8.02, in each case without the written consent of such Lender (it being understood that a waiver

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of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b)           postpone any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of any mandatory prepayment of Loans under the Term Loan Facility shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c)           reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of Total Senior Secured Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d)           modify Section 2.13 without the written consent of each Lender directly and adversely affected thereby;

(e)           change (i) any provision of this Section 10.01, Section 2.06(c) or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders,” without the written consent of each Lender under the Revolving Credit Facility;

(f)            other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(g)           other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the value of the aggregate Guaranty, without the written consent of each Lender;

and provided, further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Borrower and the Lenders required above, affect the rights or duties of the L/C Issuers, in its capacity as such, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender, in its capacity as such, under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in its capacity as such, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the

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contrary herein, no Defaulting Lender or Affiliate Lender (other than any Debt Fund Affiliate) shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders or Affiliate Lenders (other than Debt Fund Affiliates)), except that (x) the Commitment of any Defaulting Lender or Affiliate Lender may not be increased or extended, the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender or Affiliate Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender or Affiliate Lender in its capacity as a Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender or Affiliate Lender.

This Section 10.01 shall be subject to any contrary provision of Sections 2.14, 2.15, 2.16, 2.17 or 2.20.  In addition, notwithstanding anything else to the contrary contained in this Section 10.01, (a) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents, and in each case, such amendments shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Notwithstanding anything to the contrary contained herein, in connection with any “Required Lender” votes, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 50% of the amounts includable in determining whether the “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote.  The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

10.02       Notices; Effectiveness; Electronic Communications.

(a)           General.  Unless otherwise expressly provided herein, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)            if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, telecopier number, electronic mail address or telephone number as shall be designated by such party in a notice to other parties, as provided in Section 10.02(d); and

(ii)           if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next

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business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)           Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under such Article II by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided, however, that in no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)           Change of Address, Etc.  Each of Holdings, the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number,

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telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)           Reliance by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03       No Waiver; Cumulative Remedies; Enforcement.  No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) each L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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10.04       Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse the Administrative Agent and the other Agents for all reasonable and out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents (including reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and, if necessary, of one local counsel in each relevant jurisdiction plus, in the event of any actual conflict of interest, one additional counsel in each relevant jurisdiction for each Agent subject to such conflict), and (b) to pay or reimburse the Administrative Agent, the other Agents and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring and all documentary taxes associated with the Facilities), including the fees, disbursements and other charges of counsel (limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction and of special counsel  for each relevant specialty and, in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for each Lender or group of Lenders or Agent subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01.  The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent.  All amounts due under this Section 10.04 shall be paid within thirty (30) days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto) (except for any such costs and expenses incurred prior to the Closing Date, which shall be paid on the Closing Date).  The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.  If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

10.05       Indemnification by the Borrower.  The Borrower shall indemnify and hold harmless each Arranger, each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, partners, directors, officers, employees, counsel, agents and, in the case of any funds, trustees and advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), expenses and disbursements (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel to the affected Lender or group of Lenders, limited to one such additional counsel for each affected Lender or group of Lenders so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules, and (iii) if necessary, one local counsel in each relevant jurisdiction and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (x) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding):  (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby

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or the consummation of the transactions contemplated thereby or (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or material breach of its express obligations under the Loan Documents by such Indemnitee or its Related Parties or (y) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, ((x) and (y), collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether any Indemnitee is a party thereto.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, nor shall any Indemnitee or any Loan Party (without limitation to the Loan Parties’ indemnification obligations hereunder) have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date).  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto.  Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrower shall indemnify and hold harmless each Indemnitee in the manner set forth above.  All amounts due under this Section 10.05 shall be payable within thirty (30) days after demand therefor.  The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.06       Payments Set Aside.  To the extent that any payment by or on behalf of the Borrower is made to any Agent, to any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.07       Successors and Assigns.

(a)           The provisions of this Agreement shall be binding upon and inure to the benefit

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of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that:

(i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount shall need be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term A Facility or the Term B Facility, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or

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an Approved Fund, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (provided that the Administrative Agent shall acknowledge any such assignment); and (C) the consent of each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility;

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment);

(v) no such assignment shall be made to (A) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A) or (B) a natural person;

(vi) no Revolving Credit Commitments or Revolving Credit Loans may be assigned to any Affiliate Lender;

(vii) the assigning Lender shall deliver any Notes or, in lieu thereof, a lost note affidavit reasonably acceptable to Borrower evidencing such Loans to the Borrower or the Administrative Agent; and

(viii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share; provided that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,

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and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, and subject to the obligations set forth in Section 10.08).  Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c)The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as Defaulting Lender.  The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, an Affiliate Lender or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant.  Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections and Section 10.15) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided, such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e)A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

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(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii).  Each party hereto hereby agrees that an SPC shall be entitled to the benefits of Section 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections and the obligations to provide the forms and certifications pursuant to Section 10.15 as if it were a Lender); provided, that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05).  Each party hereto further agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (ii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not, other than in respect of matters unrelated to this Agreement or the transactions contemplated hereby, institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof.  Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its rights hereunder with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h)Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i)Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term A Loans, Term B Loans, Specified Refinancing Term Loans and New Term Loans hereunder to any Other Affiliate (including any Debt Fund Affiliate), but only if:

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(i)such assignment is made pursuant to an open market purchase;

(ii)no Default has occurred or is continuing or would result therefrom;

(iii)the assigning Lender and Other Affiliate purchasing such Lender’s Term A Loans, Term B Loans, Specified Refinancing Term Loans or New Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-2 hereto (an “Affiliate Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(iv)after giving effect to such assignment, Other Affiliates (other than Debt Fund Affiliates) shall not, in the aggregate, own or hold Term A Loans, Term B Loans, Specified Refinancing Term Loans and New Term Loans with an aggregate principal amount in excess of 20% of the principal amount of all Loans then outstanding; and

(v)such Other Affiliate shall at the time of such assignment affirm the No Undisclosed Information Representation and shall at all times thereafter be subject to the voting restrictions specified in Section 10.01.

(j)Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term A Loans, Term B Loans, Specified Refinancing Term Loans and New Term Loans hereunder to Holdings or any of its Subsidiaries, but only if:

(i)such assignment is made pursuant to a Dutch Auction open to all Term A Lenders, Term B Lenders, Specified Refinancing Term Loan lenders or New Term Loan lenders on a pro rata basis;

(ii)no Default has occurred or is continuing or would result therefrom

(iii)Holdings or its Subsidiary, as applicable, shall at the time of such assignment affirm the No Undisclosed Information Representation;

(iv)any such Term A Loans, Term B Loans, Specified Refinancing Term Loans or New Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or any of its Subsidiaries;

(v)Holdings and its Subsidiaries do not use the proceeds of the Revolving Credit Facility (whether or not the Revolving Credit Facility has been increased pursuant to Section 2.14 or refinanced pursuant to Section 2.20) to acquire such Term A Loans, Term B Loans, Specified Refinancing Term Loans or New Term Loans; and

(vi)at the time of (and calculated on a pro forma basis after giving effect to) any such assignment, the outstanding Revolving Credit Loans shall not exceed unrestricted cash and Cash Equivalents on hand of Holdings and its Subsidiaries by more than $20,000,000.

(k)Notwithstanding anything to the contrary contained herein, no Affiliate Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent

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such information or materials have been made available to the Borrower or its representatives.

(l)Notwithstanding anything to the contrary contained herein, if at any time Barclays Bank assigns all of its Commitments and Loans pursuant to Section 10.07(b), Barclays Bank may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender, provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer shall have identified a successor L/C Issuer willing to accept its appointment as successor L/C Issuer, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the L/C Issuer.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Barclays Bank as L/C Issuer or Swing Line Lender, as the case may be.  If Barclays Bank resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Barclays Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Barclays Bank to effectively assume the obligations of Barclays Bank with respect to such Letters of Credit.

(m)The applicable Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes), shall maintain a register on which it enters the name and address of (i) each SPC (other than any SPC that is treated as a disregarded entity of the Granting Lender for U.S. federal income tax purposes) that has exercised its option pursuant to Section 10.07(g) and (ii) each Participant, and the amount of each such SPC’s and Participant’s interest in such Lender’s rights and/or obligations under this Agreement (the “Participant Register”).  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable rights and/or obligations of such Lender under this Agreement.

10.08Confidentiality.  Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its directors, officers, employees and agents, including accountants, legal counsel and other advisors, and other Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary practices); (b) to the extent requested by any regulatory authority having jurisdiction over such Agent, Lender or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f); (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible

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Assignee of or Participant in, any of its rights or obligations under this Agreement; (g) with the written consent of the Borrower; (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender).  In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.08, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided, that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02, or 6.03 hereof and is not publically available.  Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Borrower, Holdings or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.09Setoff.  In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document (or other Secured Agreement (as defined in the Security Agreement)), now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent and each Secured Party under this

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Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party may have.  Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

10.10Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.11Counterparts.  This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.  The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided, that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

10.12Integration; Effectiveness.  This Agreement and the other Loan Documents, and those provisions of the Commitment Letter, dated as of July 14, 2010, among Holdings, Barclays Bank, Barclays Capital, BAS Bank of America, N.A., CS Securities and Credit Suisse AG that by their terms survive the termination of such Commitment Letter, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided, that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

10.13Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by each Agent and each Lender,

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regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.14Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited

10.15Tax Forms.

(a)(i)  Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment hereunder subject to withholding under the Code (or upon accepting an assignment of an interest herein), (x) two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (y) two duly signed, properly completed copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, and (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code.  Thereafter and from time to time, each such Foreign Lender shall promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be presented by then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.

(ii)Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i)

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or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(iii)The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 (other than Section 3.01(b) and, to the extent it relates to Other Taxes and reasonable expenses arising therefrom or with respect thereto, Section 3.01(c)) to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment), nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.

(iv)The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b)Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower (or in the case of a Participant or SPC, to the relevant Lender) two duly signed, properly completed, original copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding, or any successor form.  If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code.

(c)If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Administrative Agent therefor.  The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

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10.16Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE INTERPRETATION OF THE DEFINITION OF COMPANY MATERIAL ADVERSE EFFECT (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED) IN THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

(b)SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.17WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR

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THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.18Binding Effect.  When this Agreement shall have become effective in accordance with Section 10.12, it shall thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

10.19No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising any of the Borrower, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents and the Arrangers are arm’s-length commercial transactions between the Borrower, Holdings and their respective Subsidiaries, on the one hand, and the Agents and the Arrangers, on the other hand, (C) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents and the Arrangers each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither any Agent nor any Arranger has any obligation to the Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings and their respective Affiliates, and neither any Agent nor any Arranger has any obligation to disclose any of such interests and transactions to the Borrower, Holdings or any of their respective Affiliates.  To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.20Affiliate Activities.  Each of the Borrower and Holdings acknowledge that each Agent and each Arranger (and their respective Affiliates) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals.  In the ordinary course of these activities, it may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short

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positions in such securities and/or instruments.  Such investment and other activities may involve securities and instruments of the Borrower, Holdings and their respective affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated hereby and by the other Loan documents (ii) be customers or competitors of the Borrower, Holdings and their respective Affiliates, or (iii) have other relationships with the Borrower, Holdings and their respective Affiliates.  In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons.  It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrower, Holdings and their respective Affiliates or such other entities.  The transactions contemplated hereby and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

10.21Electronic Execution of Assignments and Certain Other Documents.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.22USA PATRIOT ACT.  Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act.  The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the PATRIOT Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

159

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written.

ALPHABET MERGER SUB, INC.
By:
	Name:
	Title:
ALPHABET HOLDING COMPANY, INC.
By:
	Name:
	Title:

Signature Page to Credit Agreement

The undersigned, as the successor by merger to Alphabet Merger Sub, Inc., hereby assumes and agrees to pay and perform all of the Obligations of the Borrower hereunder and under the other Loan Documents.

NBTY, INC.
By:
	Name:
	Title:

Signature Page to Credit Agreement

BARCLAYS BANK PLC,
as Administrative Agent, L/C Issuer, Swing Line Lender and Lender
By:
	Name:
	Title:

Signature Page to Credit Agreement

[                         ], as a Lender
By:
	Name:
	Title:

Signature Page to Credit Agreement

EX-10.13

Exhibit 10.13

EXECUTION VERSION

FIRST AMENDMENT AND REFINANCING AGREEMENT

This FIRST AMENDMENT AND REFINANCING AGREEMENT (this “Refinancing Amendment”), dated as of  March 1, 2011, which amends that certain Credit Agreement, dated as of October 1, 2010, among the Borrower, Holdings, the Administrative Agent (each as defined below), the lenders from time to time party thereto, and the other agents party thereto (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), is made by and among NBTY, INC., a Delaware corporation (the “Borrower”), ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “Refinancing Lenders”), BARCLAYS CAPITAL, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (formerly Banc of America Securities LLC), and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), CREDIT SUISSE SECURITIES (USA) LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Syndication Agents, CITIBANK, N.A., MIZUHO CORPORATE BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, and BARCLAYS BANK PLC, as administrative agent, swing line lender and letter of credit issuer (in such capacities, the “Administrative Agent”, the “Swing Line Lender” and “L/C Issuer”, respectively).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, Section 2.20 of the Credit Agreement permits the addition to the Facilities of one or more new term loan facilities and/or new revolving credit facilities of “Specified Refinancing Debt” for the purposes of refinancing all or any portion of the Term Loans and/or all or any portion of the Revolving Credit Loans (or any unused Revolving Credit Commitments), in each case then outstanding under the Credit Agreement, and in all cases subject to certain restrictions and conditions set forth in Sections 2.20 and 10.01 of the Credit Agreement;

WHEREAS, pursuant to Section 2.20(b) of the Credit Agreement, the Borrower desires to create a new class of Term B-1 Loans (as defined below) under, and as defined in, the Amended Credit Agreement (as defined in Section 7 below) having identical terms with, and having the same rights and obligations under the Loan Documents, as the Term B Loans, as set forth in the Credit Agreement and other Loan Documents, except as such terms are amended hereby;

WHEREAS, pursuant to Section 2.20(b) of the Credit Agreement, the Borrower desires to replace the current Revolving Credit Facility under the Credit Agreement with a new Revolving Credit Facility under, and as defined in, the Amended Credit Agreement having identical terms with, and having the same rights and obligations under the Loan Documents, as the Revolving Credit Facility, as set forth in the Credit Agreement and Loan Documents, except as such terms are amended hereby;

WHEREAS, each Refinancing Lender that is also already a Lender under the Credit Agreement prior to giving effect to this Refinancing Amendment (each, an “Existing

Lender”), that executes and delivers a counterpart signature page to this Refinancing Amendment shall be deemed, upon the effectiveness of this Refinancing Amendment, (a) to have granted the applicable waivers and consents set forth in Sections 1 and 6 below, (b) to have made its respective Term B-1 Commitments (as defined below), if any, as set forth on Schedule 2.01 hereto, and (c) to the extent that such Refinancing Lender is a Revolving Credit Lender under the Credit Agreement, to have made its respective Revolving Credit Commitments under the Amended Credit Agreement (as defined below), as set forth on Schedule 2.01 hereto, and such Lender shall thereafter be a Revolving Credit Lender under the Amended Credit Agreement;

WHEREAS, each Refinancing Lender that is not, prior to giving effect to this Refinancing Amendment, already a “Lender” under the Credit Agreement (each, an “Additional Lender”) that executes and delivers a counterpart signature page to this Refinancing Amendment  will (a) grant the applicable waivers and consents set forth in Section 6 below, and (b) make (i) Term B-1 Loans and/or (ii) Revolving Credit Commitments under the Amended Credit Agreement, in each case, in the respective amounts set forth on Schedule 2.01 hereto;

WHEREAS, the Borrower shall pay to each Term B Lender (a) all outstanding principal and all accrued and unpaid interest on its Term B Loans to, but not including, the date of effectiveness of this Refinancing Amendment on such date of effectiveness, and (b) in accordance with Section 2.05(a)(iv) of the Credit Agreement, a prepayment premium of 1.00% of the aggregate principal amount of Term B Loans held by such Term B Lender;

WHEREAS, the Borrower shall pay to each Term A Lender all outstanding principal and all accrued and unpaid interest and fees on its Term A Loans to, but not including, the date of effectiveness of this Refinancing Amendment on such date of effectiveness;

WHEREAS, the Borrower shall pay to each Revolving Credit Lender all outstanding principal, and all accrued and unpaid interest, commitment fees, letter of credit fees, letter of credit reimbursement amounts, other fees and other amounts on its Revolving Credit Loans and/or Revolving Credit Commitments to, but not including, the date of effectiveness of this Refinancing Amendment on such date of effectiveness; and

WHEREAS, the Borrower, Holdings and the Required Lenders wish to make certain other amendments set forth in Section 3 below, pursuant to Sections 2.20 and  10.01 of the Credit Agreement (such amendments, refinancings, joinders of Additional Lenders, repayment of Loans and termination of Commitments, and other transactions described above are collectively referred to herein as the “Refinancing”);

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.              Waivers and Commitments of the Existing Lenders.  Subject to the contemporaneous satisfaction of the conditions precedent set forth in Section 5 hereof, and pursuant to Section 2.20 of the Credit Agreement:

(a)           Each Existing Lender, acting pursuant to Section 10.01 of the Credit Agreement, hereby (i) waives the requirement, set forth in Section 2.20(b) of the Credit

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Agreement, that any “proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the Facility and Loans being refinanced”; (ii) waives the requirement, set forth in Section 2.20(b) of the Credit Agreement, requiring that existing Lenders be given at least ten Business Days to respond to a notice of a proposed issuance of Specified Refinancing Debt; and (iii) waives its right to the payment of any breakage, loss or expense under Section 3.05 of the Credit Agreement with respect to its Loans that are being repaid as of the date hereof.

(b)           Each Existing Lender that is a “Term Lender” under the Credit Agreement hereby agrees to provide the Term B-1 Commitments (if any) set forth opposite its name under the heading “Term B-1 Commitment” on Schedule 2.01 to this Refinancing Amendment, pursuant to and in accordance with Section 2.01(b) of the Credit Agreement.  The Term B-1 Commitments provided pursuant to this Refinancing Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, and shall be entitled to all the benefits afforded by the Amended Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.

(c)           Each Existing Lender that is a “Revolving Credit Lender” under the Credit Agreement hereby agrees to provide the Revolving Credit Commitments (if any) set forth opposite its name under the heading “Revolving Credit Commitment” on Schedule 2.01 to this Refinancing Amendment, pursuant to and in accordance with Section 2.01(c) of the Credit Agreement.  The Revolving Credit Commitments provided pursuant to this Refinancing Amendment shall be subject to all of the terms  and conditions set forth in the Amended Credit Agreement, and shall be entitled to all the benefits afforded by the Amended Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.

(d)           Each Existing Lender that is a “Revolving Credit Lender” under the Credit Agreement and each Existing Lender that is a “Term Lender” under the Credit Agreement hereby waives the requirements of Section 2.05(a) of the Credit Agreement that the Borrower provide three Business Days notice prior to the repayment of the Loans, and that such repayment be in specified aggregate or multiple amounts, in each case in connection with the transactions contemplated by this Refinancing Amendment (for the avoidance of doubt, this Section 1(d) shall not constitute a waiver of the notice requirements set forth in Section 5(j) below).

(e)           Each Existing Lender that is a “Revolving Credit Lender” under the Credit Agreement hereby waives the requirements of Sections 2.06(a)(i) and (ii) of the Credit Agreement that the Borrower provide five Business Days notice prior to the termination of Revolving Credit Commitments, and that such termination be in specified aggregate or multiple amounts, in each case in connection with the transactions contemplated by this Refinancing Amendment (for the avoidance of doubt, this Section 1(d) shall not constitute a waiver of the notice requirements set forth in Section 5(j) below).

Section 2.              Joinder and Commitments of the Additional Lenders. Subject to the contemporaneous satisfaction of the conditions precedent set forth in Section 5 hereof, and pursuant to Section 2.20 of the Credit Agreement:

3

(a)           Each Additional Lender that has indicated on the counterpart signature page bearing its name that it is prepared to make Term B-1 Commitments and Term B-1 Loans under, and pursuant to, the Amended Credit Agreement (such Additional Lender, a “Additional Term B-1 Lender”), hereby agrees to provide the Term B-1 Commitments set forth opposite its name under the heading “Term B-1 Commitment” on Schedule 2.01 to this Refinancing Amendment, pursuant to and in accordance with Section 2.01(b) of the Credit Agreement.  The additional Term B-1 Commitments provided pursuant to this Refinancing Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, and shall be entitled to all the benefits afforded by the Amended Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.

(b)           Each Additional Term B-1 Lender, the Borrower, Holdings and the Administrative Agent hereby acknowledge and agree that the Term B-1 Commitments provided by each Additional Term B-1 Lender pursuant hereto shall constitute Term B-1 Commitments for all purposes of the Amended Credit Agreement and the other applicable Loan Documents.  Each Additional Term B-1 Lender hereby agrees to make a Term B-1 Loan to the Borrower in an amount equal to its Term B-1 Commitment on the First Refinancing Date, in accordance with Section 2.01(c) of the Amended Credit Agreement.

(c)           Each Additional Lender that has indicated on the counterpart signature page bearing its name that it is prepared to make Revolving Credit Commitments and Revolving Credit Loans under, and pursuant to, the Amended Credit Agreement (such Additional Lender, an “Additional Revolving Credit Lender”), hereby agrees to provide the Revolving Credit Commitments set forth opposite its name under the heading “Revolving Credit Commitment” on Schedule 2.01 to this Refinancing Amendment, pursuant to and in accordance with Section 2.01(c) of the Credit Agreement.  The additional Revolving Credit Commitments provided pursuant to this Refinancing Amendment shall be subject to all of the terms  and conditions set forth in the Amended Credit Agreement, and shall be entitled to all the benefits afforded by the Amended Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.

(d)           Each Additional Revolving Credit Lender, the Borrower, Holdings and the Administrative Agent hereby acknowledge and agree that the Revolving Credit Commitments provided by each Additional Revolving Credit Lender pursuant hereto shall constitute Revolving Credit Commitments for all purposes of the Amended Credit Agreement and the other applicable Loan Documents.  Each Additional Revolving Credit Lender hereby agrees to make Revolving Credit Loans to the Borrower, from time to time, in an aggregate amount not to exceed its Revolving Credit Commitment, in accordance with Section 2.01(c) of the Amended Credit Agreement.

(e)           Each Additional Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Refinancing Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative

4

Agent or any other Additional Lender, or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.

(f)            Upon (i) the execution and delivery of a counterpart of this Refinancing Amendment by each Additional Lender, the Administrative Agent and the Borrower, and (ii) the delivery to the Administrative Agent of a fully executed counterpart of this Refinancing Amendment (including by way of telecopy or other electronic transmission of a scanned image), each of the undersigned Additional Lenders shall become Lenders under the Credit Agreement, and shall have the respective Commitments set forth on Schedule 2.01 hereto, effective as of the First Refinancing Date.

(g)           For each Additional Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Lender may be required to deliver to the Administrative Agent pursuant to Section 10.15 of the Credit Agreement.

Section 3.              Amendments to the Credit Agreement.  Pursuant to Section 2.20 of the Credit Agreement, in order to give full effect to the Commitments and Credit Extensions made by the Refinancing Lenders under, and pursuant to, this Refinancing Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, each of the Borrower, Holdings, each Refinancing Lender and the Administrative Agent hereby agree and consent to the amendment of Credit Agreement as set forth below in this Section 3.

(a)           The following defined terms shall be added to Section 1.01 of the Credit Agreement, in alphabetical order:

“Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).

“First Amendment and Refinancing Agreement” means the First Amendment and Refinancing Agreement, dated as of March 1, 2011, made by and among the Borrower, Holdings, the Administrative Agent, and each of the Lenders party thereto.

“First Refinancing Date” means the first date all of the conditions precedent in Section 5 of the First Amendment and Refinancing Agreement are satisfied or waived in accordance with Section 2.20 hereof, and on which the Term B-1 Borrowings are advanced.

“Maximum Incremental Amount” means (a) $250,000,000, and (b) if after giving effect to the requested increase in the applicable Facility (and in the case of an increase in the Revolving Credit Facility, assuming the full borrowing of such increase for such calculation), or the addition of a New Term  Facility, as the case may be, the Borrower would be in Pro Forma Compliance with the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant

5

to Section 6.02(b) relates, $500,000,000.

“Refinancing Lenders” has the meaning given to such term in the First Amendment and Refinancing Agreement.

“Term B-1 Borrowing” means a borrowing consisting of simultaneous Term B-1 Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B-1 Lenders pursuant to Section 2.01(b).

“Term B-1 Commitment” means, as to each Term B-1 Lender, its obligation to make Term B-1 Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term B-1 Lender’s name on Schedule 2.01 hereto under the heading “Term B-1 Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B-1 Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  The initial aggregate amount of the Term B-1 Commitments is $1,750,000,000.

“Term B-1 Facility” means, at any time, (a) prior to the First Refinancing Date, the aggregate Term B-1 Commitments of all Term B-1 Lenders at such time, and (b) thereafter, the aggregate Term B-1 Loans of all Term B-1 Lenders at such time.

“Term B-1 Increase Effective Date” has the meaning specified in Section 2.16(d).

“Term B-1 Lender” means (a) at any time on or prior to the First Refinancing Date, any Lender that has a Term B-1 Commitment at such time and, (b) at any time after the First Refinancing Date, any Lender that holds Term B-1 Loans at such time.

“Term B-1 Loan” means an advance made, or deemed to be made, by any Term B-1 Lender under the Term B-1 Facility, pursuant to Section 2.01(b).

“Term B-1 Note” means a promissory note of the Borrower payable to the order of any Term B-1 Lender, in substantially the form of Exhibit C-2 hereto, evidencing the indebtedness of the Borrower to such Term B-1 Lender resulting from the Term B-1 Loans made or held by such Term B-1 Lender.

(b)           The definitions of “Consolidated Interest Charges”, “Interest Coverage Ratio”, “Term A Borrowing”, “Term A Commitment”, “Term A Facility”, “Term A Increase Effective Date”, “Term A Lender”, “Term A Loan”, “Term A Note”, “Term B Borrowing”, “Term B Commitment”, “Term B Facility”, “Term B Increase Effective Date”, “Term B Lender”, “Term B Loan” and “Term B Note” in Section 1.01 of the Credit Agreement shall be deleted in their entirety.

(c)           All references to “Term A Borrowing”, “Term A Commitment”, “Term A Facility”, “Term A Increase Effective Date”, “Term A Lender”, “Term A Loan” and “Term A Note” in the Credit Agreement and in the other Loan Documents shall be deemed to have been deleted, respectively, and any change required to be made in conformity with such deletions shall be deemed to have been made.

(d)           All references to “Term B Borrowing”, “Term B Commitment”, “Term B Facility”, “Term B Increase Effective Date”, “Term B Lender”, “Term B Loan” and “Term B

6

Note”, and all heading references using these and similar terms, in the Credit Agreement and the other Loan Documents shall be deemed to be references to “Term B-1 Borrowing”, “Term B-1 Commitment”, “Term B-1 Facility”, “Term B-1 Increase Effective Date”, “Term B-1 Lender”, “Term B-1 Loan” and “Term B-1 Note”, respectively, unless (x) the context shall require otherwise or (y) such terms shall be specifically employed as a result of an amendment made pursuant to this Section 3).

(e)           All references to “the financial covenants set forth in Section 7.11” in the Credit Agreement and the other Loan Documents shall be deemed to be references to “the financial covenant set forth in Section 7.11”, and all other references to “covenants” in the Credit Agreement and the other Loan Documents made in the context of financial covenants and/or Section 7.11 of the Credit Agreement shall be deemed to be references to “covenant” (in each case, unless the context shall require otherwise).

(f)            The definition of “Applicable Commitment Fee” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“Applicable Commitment Fee” means a percentage per annum equal to 0.50%.

(g)           The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Applicable Rate” means a percentage per annum equal to:

(a)           with respect to Term B-1 Loans (i) 3.25% per annum for Eurodollar Rate Loans, and (ii) 2.25% per annum for Base Rate Loans; and

(b)           with respect to the Revolving Credit Facility, (i) from the First Refinancing  Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full fiscal quarter ending after the First Refinancing Date, 3.25% per annum for Eurodollar Rate Loans, and 2.25% per annum for Base Rate Loans, and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Senior Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing Level	Total Senior Secured Leverage Ratio	Eurodollar Rate and Letters of Credit		Base Rate
1	< 2.50 :1.00	3.00	%	2.00	%
2	> 2.50:1.00	3.25	%	2.25	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Senior Secured Leverage Ratio shall become effective as of the first Business Day immediately

7

following the date the applicable Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that “Pricing Level 2” shall apply (x) as of the first Business Day at any time after the date on which a Compliance Certificate was required to have been delivered but was not delivered, until the first Business Day immediately following the date on which such Compliance Certificate is delivered, or (y) at all times if an Event of Default shall have occurred and be continuing.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

(h)           The definition of “BAS” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“BAS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (formerly Banc of American Securities LLC) and its successors.

(i)            The definition of “Cash Management Bank” in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “as of the Closing Date,” in clause (ii) of such definition, and replacing it with the phrase “as of the Closing Date, or as of the First Refinancing Date,”.

(j)            The definition of “Cumulative Credit” in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the word “or” immediately after the words “Restricted Payments” in the final clause of such definition, (ii) deleting the comma immediately preceding the words “prepayments of Junior Financing” in the final clause of such definition, and (iii) deleting the words “or Capital Expenditures to the extent permitted hereunder” appearing immediately following the words “prepayments of Junior Financing”.

(k)           The definition of “Co-Documentation Agents” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Co-Documentation Agents” means Citibank, N.A., Mizuho Corporate Bank, Ltd. and Sumitomo Mitsui Banking Corporation.

(l)            The definition of “Co-Syndication Agents” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Co-Syndication Agents” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and CS Securities, as Co-Syndication Agents under the Loan Documents.

(m)          The definition of “Fee Letter” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Fee Letter” means, collectively, (i)  the Fee Letter, dated July 14, 2010, among Holdings, Barclays Bank, BAS, Banc of America Bridge LLC, Bank of America, N.A., CS Securities and Credit Suisse AG, and (ii) the Fee Letter, dated February 11, 2011, among

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Holdings, the Borrower, Barclays Bank, BAS and CS Securities.

(n)           The definition of “Hedge Bank” in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “as of the Closing Date,” in clause (ii) of such definition, and replacing it with the phrase “as of the Closing Date, or as of the First Refinancing Date,”.

(o)           The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” prior to clause (viii) thereof and replacing it with a comma, and (ii) inserting the phrase “, and (ix) the First Amendment and Refinancing Agreement” immediately preceding the period at the end of such definition.

(p)           The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“Maturity Date” means: (a) with respect to the Revolving Credit Facility, the earlier of (i) October 1, 2015 and (ii) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitments, and the Swing Line Commitments pursuant to Section 2.06(a) or 8.02; and (b) with respect to the Term B-1 Facility, the earliest of (i) October 1, 2017, (ii) the date of termination in whole of the Term B-1 Commitments pursuant to Section 2.06(a) prior to any Term B-1 Borrowing and (iii) the date that the Term B-1 Loans are declared due and payable pursuant to Section 8.02.

(q)           The definition of “Revolving Credit Commitment” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 hereto under the heading “Revolving Credit Commitment”, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  The aggregate Commitment of all Revolving Credit Lenders shall be $200,000,000 on First Refinancing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

(r)            The definition of “Specified Refinancing Term Loans” in Section 1.01 of the Credit Agreement is hereby amended by inserting a parenthetical clause stating “(for the avoidance of doubt, the Term B-1 Loans shall, at the time made, constitute “Specified Refinancing Term Loans” with respect to the term loan indebtedness refinanced thereby)” immediately preceding the period at the end of such definition.

(s)           The definition of “Term Loan” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“Term Loan” means a Term B-1 Loan.

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(t)            The definition of “Term Loan Facility” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

“Term Loan Facility” means the Term B-1 Facility.

(u)           The definition of “Total Leverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “net of up to an aggregate maximum of $125,000,000” in such definition, and replacing it with the phrase “net of up to an aggregate maximum of $150,000,000”.

(v)           The definition of “Total Senior Secured Leverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “net of up to an aggregate maximum of $125,000,000” in such definition, and replacing it with the phrase “net of up to an aggregate maximum of $150,000,000”.

(w)          The definition of “Unrestricted Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended by inserting the parenthetical phrase “(to the extent that compliance with such financial covenant is then required under Section 7.11)”, (i) at the end of clause (a)(ii) of such definition, immediately preceding the comma at the end of such clause, and (ii) at the end of clause (B) of the first proviso of such definition, immediately preceding the word “and” at the end of such clause.

(x)            Section 1.10 of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such deleted text with the following:

Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated (including, but not limited to, for purposes of determining the Maximum Incremental Amount with respect to Sections 2.14(a), 2.16(a), and 2.17(a), on a Pro Forma Basis with respect to each  Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Total Leverage Ratio and the Total Senior Secured Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow set forth in Section 2.05 and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any applicable covenant pursuant to Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given pro forma effect.

(y)           Section 2.01(a) of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing its heading with the phrase “[Intentionally Omitted]”.

(z)            Sections 2.01(b) of the Credit Agreement is hereby amended by deleting the such Section in its entirety and replacing such deleted Section with the following.

(b)           The Term B-1 Borrowing.  (i) Subject to the terms and conditions hereof, and of the First Amendment and Refinancing Agreement, each Term B-1 Lender severally

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agrees to make a Term B-1 Loan to the Borrower on the First Refinancing Date in the principal amount equal to its Term B-1 Commitment on the First Refinancing Date.

(ii)           The Borrower shall, pursuant to the First Amendment and Refinancing Agreement, and concurrently with its receipt of the proceeds of the Term B-1 Loans, pay (A) to all “Term B Lenders” (in respect of all “Term B Loans” existing prior to the First Refinancing Date), all outstanding principal amounts and all accrued and unpaid interest on the “Term B Loans” to, but not including, the First Refinancing Date, (B) to all such “Term B Lenders” the prepayment premium pursuant to Section 2.05(a)(iv) (with reference to the terms of such Section 2.05(a)(iv) as in effect prior to the occurrence of the First Refinancing Date), (C) to all “Term A Lenders” (in respect of all “Term A Loans” existing prior to the First Refinancing Date), all outstanding principal amounts and all accrued and unpaid interest on the “Term A Loans” to, but not including, the First Refinancing Date, and (D) to the “Term B Lenders” and “Term A Lenders” not party to the First Amendment and Refinancing Agreement, any applicable breakage loss or expense under Section 3.05.

(iii)          The Term B-1 Loans shall have the same terms as the “Term B Loans” as set forth in the Credit Agreement and Loan Documents (prior to First Refinancing Date), except as such terms are modified by the First Amendment and Refinancing Agreement.  For the avoidance of doubt, the Term B-1 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and Loan Documents as the “Term B Loans” enjoyed prior to the First Refinancing Date (other than as modified by the First Amendment and Refinancing Agreement).

(iv)          The Term B-1 Borrowing shall consist of Term B-1 Loans made simultaneously by the Term B-1 Lenders in accordance with their respective Term B-1 Commitments.  Amounts borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed.  Term B-1 Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(aa)         Section 2.01(c) of the Credit Agreement is hereby amended by deleting the text of clause (i) of such Section in its entirety and replacing it with  “(i) on the First Refinancing Date, (A) the aggregate Outstanding Amount of all Revolving Credit Loans plus the aggregate Outstanding Amount of all Swing Line Loans shall not exceed $20,000,000 and (B) no L/C Obligations may be outstanding other than those Letters of Credit listed on Schedule L to the First Amendment and Refinancing Agreement.”.

(bb)         Section 2.05(a)(i) of the Credit Agreement is hereby amended by deleting the last sentence of such Section in its entirety and replacing it with the following:

Subject to Section 2.19, each prepayment of outstanding Loans under the Term B-1 Loan Facility pursuant to this Section 2.05(a) shall be applied to the principal repayment installments of the Term B-1 Facility, as directed by the Borrower; and each such prepayment shall be paid to the Term B-1 Lenders on a pro rata basis.

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(cc)         Section 2.05(a)(iv) of the Credit Agreement is hereby amended by replacing the phrase “within one (1) year after the Closing Date” set forth in such Section with the phrase “within one (1) year after the First Refinancing Date”.

(dd)         Section 2.05(b)(v) of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such deleted text with the following:

Subject to Sections 2.17(d)(v) and 2.19, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to the Term B-1 Facility and to the principal repayment installments thereof, first, in direct order of maturity, to the next succeeding four (4) quarterly principal repayment installments of the Term B-1 Facility that are due pursuant to Sections 2.07(a) (excluding the installment due on the Maturity Date) and, second, to the remaining principal repayment installments of the Term B-1 Facility on a pro rata basis; and each such prepayment shall be paid to the Term B-1 Lenders on a pro rata basis.

(ee)         Section 2.06(b) of the Credit Agreement is hereby amended by deleting clause (i) of such Section in its entirety and re-numbering the remaining clauses of such Section accordingly.

(ff)           Section 2.07 of the Credit Agreement is hereby amended by (i) deleting the text of clause (a) of such Section in its entirety and replacing the heading of such clause (a) with the phrase “[Intentionally Omitted].”, and (ii) deleting the text and table of clause (b) of such Section in its entirety and replacing them with the following text and table:

(a)           Term B-1 Loans.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-1 Lenders the aggregate principal amount of all Term B-1 Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Term B-1 Loans pursuant to Section 2.16 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Term B-1 Loans made as of the First Refinancing Date)):

Year	Date	Term B-1 Loan Principal Amortization Payment
Year 1	March 31, 2011	$	4,375,000
	June 30, 2011	$	4,375,000
	September 30, 2011	$	4,375,000
Year 2	December 31, 2011	$	4,375,000
	March 31, 2012	$	4,375,000
	June 30, 2012	$	4,375,000
	September 30, 2012	$	4,375,000
Year 3	December 31, 2012	$	4,375,000
	March 31, 2013	$	4,375,000
	June 30, 2013	$	4,375,000
	September 30, 2013	$	4,375,000
Year 4	December 31, 2013	$	4,375,000
	March 31, 2014	$	4,375,000
	June 30, 2014	$	4,375,000

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	September 30, 2014	$	4,375,000
Year 5	December 31, 2014	$	4,375,000
	March 31, 2015	$	4,375,000
	June 30, 2015	$	4,375,000
	September 30, 2015	$	4,375,000
Year 6	December 31, 2015	$	4,375,000
	March 31, 2016	$	4,375,000
	June 30, 2016	$	4,375,000
	September 30, 2016	$	4,375,000
Year 7	December 31, 2016	$	4,375,000
	March 31, 2017	$	4,375,000
	June 30, 2017	$	4,375,000
	Maturity Date for Term B-1 Facility	$	1,636,250,000

provided, however, that the final principal repayment installment of the Term B-1 Loans shall be repaid on the Maturity Date for the Term B-1 Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B-1 Loans outstanding on such date.

(gg)         Section 2.08(a) of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing such deleted Section with the following:

(a)           Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the greater of (x) the Eurodollar Rate for such Interest Period and (y) 1.00%, plus (B) the Applicable Rate for Eurodollar Rate Loans under such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) 2.00% and (y) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans under such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) 2.00% and (y) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under the Revolving Credit Facility.

(hh)         Sections 2.09(a), 3.01(d), 5.08, 5.12, 5.19, 10.15(b) of the Credit Agreement are hereby amended by replacing each instance of the term “Closing Date” therein with the term “First Refinancing Date”.

(ii)           Section 2.14(a) of the Credit Agreement is hereby amended by replacing the phrase “for all such requests, together with all requests for an increase in the Term A Facility pursuant to Section 2.15, all requests for an increase in the Term B Facility pursuant to Section 2.16 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding $300,000,000” set forth in such Section with the phrase “for all such requests, together with all requests for an increase in the Term B-1 Facility pursuant to Section 2.16, and all requests for a New Term Facility pursuant to Section 2.17) not exceeding the Maximum Incremental Amount”.

(jj)           Section 2.14(e) of the Credit Agreement is hereby amended by deleting clause (iii) of such Section in its entirety, and re-numbering the remaining clauses accordingly.

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(kk)         Section 2.15 of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing its heading with the phrase “[Intentionally Omitted].”.

(ll)           Section 2.16(a) of the Credit Agreement is hereby amended by replacing the phrase “for all such requests, together with all requests for an increase in the Term A Facility pursuant to Section 2.15, all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding $300,000,000” set forth in such Section with the phrase “for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.17) not exceeding the Maximum Incremental Amount”.

(mm)       Section 2.16(e) of the Credit Agreement is hereby amended by deleting clause (v) of such Section in its entirety, and re-numbering the remaining clauses accordingly.

(nn)         Section 2.17(a) of the Credit Agreement is hereby amended by replacing the phrase “for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14, all requests for an increase in the Term A Facility pursuant to Section 2.15 and all requests for an increase in the Term B Facility pursuant to Section 2.16) not exceeding $300,000,000” set forth in such Section with the phrase “for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for an increase in the Term B-1 Facility pursuant to Section 2.16) not exceeding the Maximum Incremental Amount”.

(oo)         Section 2.17(d) of the Credit Agreement is hereby amended by (i) deleting clause (vii) of such Section in its entirety, and re-numbering the remaining clauses accordingly, (ii) deleting in its entirety subclause (B) of the re-numbered clause (vii) of such Section 2.17(d), and (iii) deleting the “(A)” and the word “and” at the end of subclause (A) in the re-numbered clause (vii) of such Section 2.17(d).

(pp)         Section 2.20(b) of the Credit Agreement is hereby amended by replacing the phrase “ten Business Days”, located in the second parenthetical clause of the third sentence of such Section, with the phrase “three Business Days”.

(qq)         Section 4.02(c) of the Credit Agreement is hereby amended by  inserting the phrase “which Request for Credit Extension shall be accompanied by a certification as to, and demonstrating in reasonable detail, compliance with the requirements of clause (d) below” immediately preceding to the period at the end of such Section.

(rr)           Section 4.02 of the Credit Agreement is hereby amended by inserting the following clause (d) at the end of such Section, immediately following the amended clause (c) thereof:

(d)           After giving effect to such extension of credit (and all prior extensions of credit under this Agreement), the Borrower shall be in Pro Forma Compliance with the financial covenant set out in Section 7.11 as of the last day of the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) 

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relates (regardless of whether the Borrower is otherwise required to comply with the financial covenant in such Section 7.11 at such time).

(ss)         Section 6.02 of the Credit Agreement is hereby amended by deleting clauses (a) and (b) of such Section in their entirety and replacing such deleted clauses with the following:

(a)           no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only to the extent permitted by accounting industry policies generally followed by independent certified public accountants, a certificate of its independent certified public accountants certifying such financial statements and, to the extent that the Borrower is required to comply with the financial covenant set forth in Section 7.11 with respect to the most recently ended fiscal quarter that is reported in such financial statements, stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default arising from a breach of Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b)           no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), and regardless of whether the Borrower is required to comply with the financial covenant set forth in Section 7.11 with respect to most recently ended fiscal quarter that is reported in such financial statements, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes;

(tt)           Section 6.11 of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing it with the following text:

Use the proceeds of the Term B-1 Borrowings to refinance a portion of the amounts outstanding under the then-outstanding term loans on the First Refinancing Date, and (i) on the First Refinancing Date, use amounts borrowed under the Revolving Credit Facility to refinance the remaining balance of the amounts then-outstanding under the then-existing term loans, and to pay any fees, commissions and expenses associated with such refinancing, and (ii) after the First Refinancing Date, use amounts borrowed under the Revolving Credit Facility (A) to finance the working capital needs of the Borrower and its Restricted Subsidiaries and (B) for general corporate purposes of the Borrower and its Restricted Subsidiaries (including Permitted Acquisitions and other Investments permitted hereunder), in each case not in contravention of any Law or of any Loan Document.

(uu)         Section 6.13 of the Credit Agreement is hereby amended by inserting the word “not” immediately following the phrase “Except, in each case, to the extent that the failure to do so could”, located at the beginning of such Section.

(vv)         Section 7.02(i)(ii)(C) of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

(C)           solely in the case of purchases and acquisitions made pursuant to Section 7.02(i)(ii), (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default or Default under Sections 8.01(a), (f) and (g) shall have occurred and be continuing and (2) immediately after giving Pro Form Effect to such

15

purchase or other acquisition, the Total Senior Secured Leverage Ratio applicable to the Borrower and its Restricted Subsidiaries, determined on a Pro Forma Basis, shall not exceed the greater of (x) the then-applicable maximum permitted Total Senior Secured Leverage Ratio under Section 7.11 (regardless of whether the Borrower is otherwise required to comply with Section 7.11 at such time), and (y) 3.75:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

(ww)       Section 7.02(j) of the Credit Agreement is hereby amended by deleting the proviso at the end of such Section in its entirety.

(xx)Section 7.02(o) of the Credit Agreement is hereby amended by deleting the proviso at the end of such Section in its entirety.

(yy)         Section 7.02(s) of the Credit Agreement is hereby amended by (i) deleting in its entirety clause (B) of the proviso in such Section and deleting the word “and” appearing immediately before such clause (B), and (ii) deleting the “(A)” in the proviso in such Section.

(zz)Section 7.03(b)(xxi) of the Credit Agreement is hereby amended by replacing the phrase “$25,000,000 as a mandatory prepayment” located in the proviso of such Section with the phrase “$100,000,000 as a mandatory prepayment”.

(aaa)       Section 7.11 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

7.11         Financial Covenant.  So long as (a) any Revolving Credit Loans, any Swing Line Loans or any unreimbursed drawings under any Letters of Credit (not including drawings on Letters of Credit which have been Cash Collateralized by the Borrower to at least 105% of their maximum stated amount) remain outstanding, or (b) any Letters of Credit remain outstanding and undrawn (not including any Letters of Credit which have been Cash Collateralized by the Borrower to at least 105% of their maximum stated amount), permit the Total Senior Secured Leverage Ratio as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such period:

Calendar Year	March 31	June 30	September 30	December 31
2011	4.75:1.00	4.75:1.00	4.75:1.00	4.50:1.00
2012	4.50:1.00	4.50:1.00	4.50:1.00	4.25:1.00
2013	4.25:1.00	4.25:1.00	4.25:1.00	4.00:1.00
2014	4.00:1.00	4.00:1.00	4.00:1.00	3.75:1.00
2015	3.75:1.00	3.75:1.00	3.75:1.00	3.50:1.00
2016	3.50:1.00	3.50:1.00	3.50:1.00	3.25:1.00
2017	3.25:1.00	3.25:1.00	3.25:1.00	––

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(bbb)      Section 7.15 of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and replacing its heading with the phrase “[Intentionally Omitted].”.

(ccc)       Section 8.01(b) of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

(b)           Specific Covenants.  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05 (solely with respect to the Borrower), 6.11 or Article VII (subject to, in the case of the financial covenant set forth in Section 7.11, the cure rights contained in Section 8.03 and the proviso at the end of this clause (b)), or Holdings fails to perform or observe any term, covenant or agreement contained in Section 7.16; provided, that a Default by the Borrower under Section 7.11 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to the Term B-1 Facility, any New Term Loan or any Specified Refinancing Debt (unless consisting of revolving credit facilities) unless and until the Required Revolving Lenders shall have terminated their Revolving Credit Commitments and declared all amounts outstanding under the Revolving Credit Facility to be due and payable; or

(ddd)      Section 8.02 of the Credit Agreement is hereby amended by deleting the introductory clause of such Section in its entirety and replacing it with the following:

8.02Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of, the Required Revolving Lenders only, and in such case only with respect to the Revolving Credit Facility, the Swing Line Facility, and any Letters of Credit, L/C Credit Extensions and L/C Obligations), take any or all of the following actions:

(eee)       Section 8.03 of the Credit Agreement is hereby amended by inserting the phrase “at any time when the Borrower is required to comply with such financial covenant, pursuant to the terms thereof” immediately following the phrase “set forth in Section 7.11” in the first sentence of such Section.

(fff)         Section 10.01 of the Credit Agreement is hereby amended by (i) inserting the parenthetical phrase “(other than with respect to any amendment or waiver contemplated in clause (h) below, which shall only require the consent of the Required Revolving Lenders)” immediately following the phrase “acknowledged by the Administrative Agent” in the first clause of such Section, (ii) deleting the word “or” following the semicolon at the end of clause (f) thereof, (iii) adding the word “or” following the semicolon at the end of clause (g) thereof, and (iv) and adding the following new clause (h) immediately following clause (g) of such Section:

(h)           (i) amend or otherwise modify Section 7.11 hereof, or (ii) waive or consent to any Default or Event of Default resulting from a breach of Section 7.11, without the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (h) shall not require the consent of any Lenders other than the Required Revolving Lenders;

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(ggg)      The list of Exhibits in the Credit Agreement is hereby amended by (i) deleting in its entirety the reference to “C-1  Term A Note”, and (ii) amending the reference to the “C-2 Term Note” to become a reference to the “C-2 Term B-1 Note”.

(hhh)      Schedule 2.01 to the Credit Agreement is hereby amended by replacing the “Schedule 2.01” presently attached to the Credit Agreement with the “Schedule 2.01” attached to this Refinancing Amendment.

(iii)          Exhibit C-2 to the Credit Agreement is hereby amended by replacing the “Exhibit C-2” presently attached to the Credit Agreement with the “Exhibit C-2” attached to this Refinancing Amendment.

(jjj)          Exhibit C-3 to the Credit Agreement is hereby amended by replacing the “Exhibit C-3” presently attached to the Credit Agreement with the “Exhibit C-3” attached to this Refinancing Amendment.

(kkk)       Exhibit D to the Credit Agreement is hereby amended by replacing the “Exhibit D” presently attached to the Credit Agreement with the “Exhibit D” attached to this Refinancing Amendment.

Section 4.              Representations and Warranties.  Each of Holdings and the Borrower hereby represents and warrants to the Refinancing Lenders, the Administrative Agent and the Agents, as of the date hereof and the First Refinancing Date that:

(a)           Before and after giving effect to this Refinancing Amendment, the representations and warranties of the Borrower and Holdings contained in Article V of the Amended Credit Agreement, or in any other Loan Document, shall be true and correct in all material respects (and in all respects if already qualified by materiality or Material Adverse Effect) on and as of such date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if already qualified by materiality or Material Adverse Effect) as of such earlier date and (ii) that for purposes of this Section 4, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Closing Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement.

(b)           At the time of and after giving effect to this Refinancing Amendment, no Default or Event of Default has occurred and is continuing.

Section 5.              Conditions to Effectiveness.   This Refinancing Amendment, and the obligations of the Refinancing Lenders to make their respective Commitments, and to fund their respective Loans, as specified in Sections 1 and 2 hereof and in Section 2.01 of the Amended Credit Agreement, shall become effective on and as of the Business Day occurring on or before March 9, 2011 on which the following conditions precedent shall have been satisfied or waived in accordance with Section 10.01 of the Amended Credit Agreement (such date, the “First Refinancing Date”):

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(a)           The receipt by the Administrative Agent (or its counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the First Refinancing Date (or, in the case of certificates of governmental officials, a recent date before the First Refinancing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:

(1)           executed counterparts of this Refinancing Amendment (including counterparts executed and delivered by Existing Lenders constituting the “Required Lenders” under the Credit Agreement);

(2)           counterparts to a reaffirmation agreement, executed by each Loan Party that is not a party to this Refinancing Amendment, reaffirming their guarantees and grants of security made pursuant to the Loan Documents, which reaffirmation agreement shall be in form and substance reasonably acceptable to the Administrative Agent; and

(3)           a Note executed by the Borrower in favor of each Lender who shall have requested a Note not less than three Business Days prior to the First Refinancing Date.

(b)           The receipt by the Administrative Agent (or its counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified;

(1)           such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Borrower and Holdings as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Refinancing Amendment and any other documents executed in conjunction herewith to which the Borrower and Holdings is a party, or is to be a party;

(2)           such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(3)           an opinion of Latham & Watkins LLP, counsel to the Borrower and Holdings, addressed to each the Administration Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; and

(4)           not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the proposed Credit Extensions pursuant

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hereto, one or more Committed Loan Notices delivered in respect of the initial Credit Extensions to be made under the Term B-1 Facility and the Revolving Credit Facility under the Amended Credit Agreement.

(c)           The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower (prepared giving effect to the Refinancing), substantially in the form attached to the Credit Agreement as Exhibit I, together with supporting financial statements and calculations to the extent reasonably requested by the Administrative Agent.

(d)           No Default or Event of Default shall exist, or would result from the execution and delivery of this Refinancing Amendment, from the Refinancing and the related Credit Extensions, or from the application of the proceeds of such Credit Extensions.

(e)           The representations and warranties of the Borrower and Holdings made pursuant to Section 4 of this Refinancing Amendment shall be true and correct as of the First Refinancing Date.

(f)            After giving effect to the Refinancing and the related Credit Extensions, the Borrower shall be in Pro Forma Compliance with the financial covenant set out in Section 7.11 of the Credit Agreement for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement relates.

(g)           Except to the extent that such conditions shall have been waived pursuant to Section 1 of this Refinancing Amendment, the conditions to the incurrence of Specified Refinancing Debt set forth in Section 2.20 shall be satisfied as of the First Refinancing Date.

(h)           The Administrative Agent shall have received a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the matters set forth in Sections 5(d), 5(e) and 5(f) hereof, and with respect to the conditions set forth in Section 2.20(a) of the Credit Agreement, Section 5(g) hereof; provided, that such certificate shall include reasonably detailed calculations demonstrating compliance with, and satisfaction of, the conditions set forth in Section 5(f) above.

(i)            The Administrative Agent shall have received a copy of the written notice from the Borrower requesting the Credit Extensions constituting the Specified Refinancing Debt, executed and delivered by the Borrower pursuant to Section 2.20(b) of the Credit Agreement.

(j)            Not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the anticipated prepayments pursuant hereto, the Administrative Agent shall have received a prepayment and commitment reduction notice issued by the Borrower indicating (i) the anticipated date of such prepayments, and (ii) the Borrower’s intention to repay in full of the Term A Loans, repay in full of the Term B

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Loans and repay in full, and permanently reduce the Commitments under, the Revolving Credit Facility under the Credit Agreement, in each case on the terms set forth in this Refinancing Amendment.

(k)           All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by (A) the Credit Agreement, (B) the Engagement Letter, dated as of February 8, 2011, among the Borrower, Holdings and the Arrangers (the “Engagement Letter”), and (C) the Fee Letter (as defined in the Amended Credit Agreement), payable to the Arrangers, the Agents or the Lenders shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail) required to be paid on the First Refinancing Date shall have been paid.

(l)            The Borrower shall have permanently reduced, pursuant to Section 2.06(a) of the Credit Agreement, the Revolving Credit Commitments under the Credit Agreement to no more than an aggregate amount equal to $200,000,000 immediately prior to the conversion of the Revolving Credit Commitments under the Credit Agreement into Revolving Credit Commitments under the Amended Credit Agreement.

(m)          The Borrower shall have paid to the Administrative Agent on the First Refinancing Date, for the account of the Term A Lenders, the Term B Lenders and the Revolving Lenders under the Credit Agreement, as applicable, (x) all outstanding principal amounts under, and all accrued and unpaid interest on, the Term A Loans, on the Term B Loans and under the Revolving Credit Facility to, but not including, the First Refinancing Date, (y) the prepayment premium payable pursuant to Section 2.05(a)(iv) of the Credit Agreement, and (z) all accrued but unpaid commitment fees, letter of credit fees, letter of credit reimbursement amounts, other fees and other amounts payable with respect to the Term A Facility, the Term B Facility and the Revolving Credit Facility under the Credit Agreement, and after giving effect to the Refinancing and the other transactions contemplated hereby, there shall be no amounts of principal, interest, fees or other amounts outstanding under the Term A Facility, Term B Facility or the Revolving Credit Facility under the Credit Agreement (other than in respect of any undrawn Letters of Credit issued under the Credit Agreement prior to the First Refinancing Date).

Section 6.              Refinancing Lender Waivers.  The Refinancing Lenders and the Administrative Agent each hereby consent and agree that, notwithstanding the provisions of Section 2.02(a) of the Amended Credit Agreement, the Borrower may deliver one or more Committed Loan Notices in respect of the initial Credit Extensions to be made on the First Refinancing Date under the Term B-1 Facility and under the Revolving Credit Facility (under the Amended Credit Agreement), not later than 1:00 p.m. E.S.T. on the Business Day immediately preceding the date of such proposed Credit Extensions.

Section 7.              Reference to and Effect on the Credit Agreement; Confirmation of Holdings.

(a)           On and after the effectiveness of this Refinancing Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like

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import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Refinancing Amendment (the Credit Agreement, as so amended, the “Amended Credit Agreement”).

(b)   Each Loan Document, after giving effect to this Refinancing Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after the effectiveness of this Agreement, each reference in each of the Loan Documents (including the Security  Agreement, each Guaranty and the other Collateral Documents) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Refinancing Amendment.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations of the Loan Parties under the Loan Documents, as amended by, and after giving effect to, this Refinancing Amendment, in each case subject to the terms thereof.

(c)   Each Loan Party party hereto hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Collateral Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Secured Obligations under the Loan Documents, including, without limitation, all Obligations resulting from or incurred pursuant to the this Refinancing Amendment and the Credit Extensions made pursuant hereto, in each case subject to the terms thereof, and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the Guaranty to which it is a party.

(d)   The execution, delivery and effectiveness of this Refinancing Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents.

Section 8.              Costs, Expenses.  The Borrower hereby agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent and the Arrangers (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees)  in connection with the preparation, execution and delivery of this Refinancing Amendment and the other instruments and documents to be delivered hereunder, in accordance with the terms of Section 10.04 of the Credit Agreement.

Section 9.              Initial Syndication of Term B-1 Loans.  The Borrower, pursuant to its consent right with respect the assignment of Loans under Section 10.07(b) of the Amended Credit Agreement, hereby consents to the assignment of any or all of the Loans and Commitments (in each case, as defined in the Amended Credit Agreement) made pursuant hereto in connection with the initial syndication of such Loans and Commitments (a) by any Lender party hereto to (i) any of the persons listed on the list of prospective lenders delivered to the Borrower by the Administrative Agent or its counsel on or prior to the date hereof, or to the affiliates of and/or funds managed or controlled by, such persons (collectively, the “Prospective

22

Lenders”) or (ii) any Arranger, any Lender or any affiliate of any Arranger or any Lender, and/or (b) by any Lender, any Arranger or any affiliate of any Arranger or any Lender to any Prospective Lender.

Section 10.            Counterparts.  This Refinancing Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier or other electronic transmission of a scanned image of an executed counterpart of a signature page to this Refinancing Amendment and each other Loan Document shall be effective as delivery of an original executed counterpart of this Refinancing Amendment and such other Loan Document.  The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided, that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

Section 11.            Survival of Representations and Warranties.  All representations and warranties made hereunder or in other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 12.            Loan Document.  This Refinancing Amendment is a “Loan Document” under, and as defined in, the Amended Credit Agreement, and may not be amended, modified or waived except in accordance with the terms and conditions of Section 10.01 of the Amended Credit Agreement.

Section 13.            Integration.  This Refinancing Amendment, along with the Amended Credit Agreement, the Engagement Letter and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

Section 14.            Severability.  If any provision of this Refinancing Amendment or any other Loan Document is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Refinancing Amendment and the other Loan Documents shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.            Headings.  The headings of this Refinancing Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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Section 16.            WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REFINANCING AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS REFINANCING AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

SECTION 17.       GOVERNING LAW.  THIS REFINANCING AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment and Refinancing Agreement to be duly executed as of the date first above written.

NBTY, INC.
By:
		Name:
		Title:
ALPHABET HOLDING COMPANY, INC.
By:
	Name:
	Title:

[SIGNATURE PAGE]

BARCLAYS BANK PLC,
as Administrative Agent, L/C Issuer and
Swing Line Lender
By:
	Name:
	Title:

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned has caused this First Amendment and Refinancing Agreement to be executed and delivered by a duly authorized officer as of                                               , 2011.

[                                                   ],
as Existing Lender and Refinancing Lender
By:
	Name:
	Title:

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned has caused this First Amendment and Refinancing Agreement to be executed and delivered by a duly authorized officer as of                                               , 2011.

[                                                     ],
as Additional Lender and Refinancing Lender
By:
	Name:
	Title:

[SIGNATURE PAGE]

EX-10.14

EXHIBIT 10.14

SUBSIDIARY GUARANTY

Dated as of October 1, 2010

From

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

in favor of

THE SECURED PARTIES REFERRED TO IN
THE CREDIT AGREEMENT REFERRED TO HEREIN

TABLE OF CONTENTS

Section	Page
Section 1.   Guaranty; Limitation of Liability	1
Section 2.   Guaranty Absolute	2
Section 3.   Waivers and Acknowledgments	3
Section 4.   Subrogation	4
Section 5.   Payments Free and Clear of Taxes, Etc.	5
Section 6.   Representations and Warranties	5
Section 7.   Covenants	6
Section 8.   Amendments, Guaranty Supplements, Etc.	6
Section 9.   Notices, Etc.	6
Section 10.   No Waiver; Remedies	7
Section 11.   Right of Set-off	7
Section 12.   Continuing Guaranty; Assignments under the Credit Agreement	7
Section 13.   Indemnification	7
Section 14.   Subordination	8
Section 15.   Right of Contribution	9
Section 16.   Execution in Counterparts	9
Section 17.   Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	9

Exhibit A - Guaranty Supplement

SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY dated as of October 1, 2010 (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENT

Alphabet Merger Sub, Inc. (“Merger Sub” and, immediately prior to the consummation of the Merger (as defined in the Credit Agreement), the “Borrower”), a Delaware corporation to be merged with and into NBTY, Inc., a Delaware corporation (the “Company” and, upon and after the consummation of the Merger, the “Borrower”) and Alphabet Holding Company, Inc., a Delaware corporation, are parties to that certain Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) among the Lenders party thereto, Barclays Bank PLC, as the Swing Line Lender, an L/C Issuer and the Administrative Agent, and the other Agents named therein.  Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement.  It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to time, that each Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement, the Hedge Banks to enter into Secured Hedge Agreements from time to time and the Cash Management Banks to enter into Secured Cash Management Agreements from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1.  Guaranty; Limitation of Liability.  (a)  Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement.

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Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b)           Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder.  To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c)           Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty or the Holdings Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and Holdings and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Secured Documents.

Section 2.  Guaranty Absolute.  Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Secured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto.  The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions.  The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following:

(a)           any lack of validity or enforceability of any Secured Document or any agreement or instrument relating thereto;

(b)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without

2

limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c)           any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d)           any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e)           any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f)            any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g)           the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h)           any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Section 3.  Waivers and Acknowledgments.  (a)  Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b)           Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature (in

3

accordance with the terms hereof) and applies to all Guaranteed Obligations, whether existing now or in the future.

(c)           Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder.

(d)           Each Guarantor acknowledges that the Administrative Agent may, in accordance with the Loan Documents, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e)           Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f)            Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Secured Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4.  Subrogation.  Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized) and the expiration or termination of all Commitments.  If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at

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any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty, (b) the Maturity Date and (c) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising.  If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty shall have been paid in full in cash, (iii) the Maturity Date shall have occurred and (iv) all Letters of Credit (other than Letters of Credit which have been Cash Collateralized) shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Section 5.  Payments Free and Clear of Taxes, Etc.  (a)  Any and all payments by any Guarantor under this Guaranty or any other Loan Document shall be made, in accordance with the terms of the Credit Agreement, free and clear of and without deduction for any and all present or future Taxes.

Section 6.  Representations and Warranties.  Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(a)           There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b)           Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Secured Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

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Section 7.  Covenants.  Each Guarantor covenants and agrees that unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized) and the expiration or termination of all Commitments, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8.  Amendments, Guaranty Supplements, Etc.  (a)  Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of Section 9.11 of the Credit Agreement.

(b)           Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9.  Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, if to any Cash Management Bank, at its address specified in the Secured Cash Management Agreement to which it is a party or, as to any party, at such other address as shall be designated by such party in a written notice to each other party.  All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement.  Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

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Section 10.  No Waiver; Remedies.  No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.  Right of Set-off.  Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of said Section 8.02, each Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender, other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing under the Secured Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Secured Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent and each Lender under this Section 11 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Section 12.  Continuing Guaranty; Assignments under the Credit Agreement.  This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized) (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns.  Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement.  No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 13.  Indemnification  Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the

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fullest extent permitted by applicable law, indemnify, defend and save and hold harmless each Indemnitee from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred or asserted or awarded against any Indemnitee in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms.

Section 14.  Subordination.. Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 14:

(a)           Prohibited Payments, Etc.  Except as otherwise set forth in this Section 14(a), each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations.  After the occurrence and during the continuance of any Event of Default under Sections 8.01(a), (b) (solely with respect to Section 7.11), (f) or (g) of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.  After the occurrence and during the continuance of any Event of Default not described in the preceding sentence, upon notice from the Administrative Agent, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b)           Prior Payment of Guaranteed Obligations.  In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

(c)           Turn-Over.  After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

(d)           Administrative Agent Authorization.  After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and

8

enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

Section 15.  Right of Contribution.  (a) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.

(b) The Borrower and each Guarantor agrees that to the extent that the Borrower or any Guarantor shall have paid more than its proportionate share of any payment made hereunder in respect of any Guaranteed Obligation of any other Guarantor, the Borrower or such Guarantor, as the case may be, shall be entitled to seek and receive contribution from and against the Borrower and any other Guarantor which has not paid its proportionate share of such payment.

(c) The Borrower’s and each Guarantor’s right of contribution under this Section 15 shall be subject to the terms and conditions of Section 4.  The provisions of this Section 15 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Agents and the Secured Parties, and the Borrower and each Guarantor shall remain liable to the Agents and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder.

Section 16.  Execution in Counterparts.  This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Guaranty by telecopier or other electronic transmission shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 17.  Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) SUBMISSION TO JURISDICTION.  EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK

9

STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  EACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.  NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[Name of Subsidiary Guarantor]
By
	Title:

Signature Page to

Subsidiary Guaranty

Exhibit A
To The
Subsidiary Guaranty

FORM OF SUBSIDIARY GUARANTY SUPPLEMENT

                        ,        

Barclays Bank PLC, as Administrative Agent
[Address of Administrative Agent]

Attention:                     

Credit Agreement dated as of October 1, 2010 among
NBTY, Inc., a Delaware corporation (the “Borrower”),

Alphabet Holding Company, Inc.

the Lenders party to the Credit Agreement,

Barclays Bank PLC,

as the Swing Line Lender, an L/C Issuer and Administrative Agent,

and the other Agents party to the Credit Agreement

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Subsidiary Guaranty referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “Guaranty Supplement”), being the “Subsidiary Guaranty”).  The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1.  Guaranty; Limitation of Liability.  (a)  The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Secured Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement.  Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

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(b)           The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder.  To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

(c)           The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Holdings Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Secured Documents.

Section 2.  Obligations Under the Subsidiary Guaranty.  The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder.  The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Subsidiary Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

Section 3.  Representations and Warranties.  The undersigned hereby makes each representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent as each other Guarantor.

Section 4.  Delivery by Telecopier.  Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or other electronic transmission shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5.  Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)           SUBMISSION TO JURISDICTION.  THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY

2

THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS GUARANTY SUPPLEMENT, THE SUBSIDIARY GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE UNDERSIGNED OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9 OF THE SUBSIDIARY GUARANTY.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Very truly yours,
[NAME OF ADDITIONAL GUARANTOR]
By
	Title:

3

EX-10.15

EXHIBIT 10.15

SECURITY AGREEMENT

Dated October 1, 2010

From

The Grantors referred to herein

as Grantors

to

BARCLAYS BANK PLC

as Administrative Agent

TABLE OF CONTENTS

Section		Page
Section 1.	Grant of Security	2
Section 2.	Security for Obligations	6
Section 3.	Grantors Remain Liable	6
Section 4.	Delivery and Control of Security Collateral	7
Section 5.	Maintaining Collateral Accounts, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims	7
Section 6.	Representations and Warranties	8
Section 7.	Further Assurances	11
Section 8.	As to Insurance	12
Section 9.	Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts	12
Section 10.	As to Intellectual Property Collateral	13
Section 11.	Voting Rights; Dividends; Etc.	14
Section 12.	Additional Shares	15
Section 13.	Administrative Agent Appointed Attorney-in-Fact	16
Section 14.	Administrative Agent May Perform	16
Section 15.	The Administrative Agent’s Duties	16
Section 16.	Remedies	16
Section 17.	Indemnity and Expenses	18
Section 18.	Amendments; Waivers; Additional Grantors; Etc.	19
Section 19.	Notices, Etc.	19
Section 20.	Continuing Security Interest; Assignments under the Credit Agreement	19
Section 21.	Release; Termination	20
Section 22.	Execution in Counterparts	20
Section 23.	The Mortgages	20

Section 24. Governing Law 21

Schedules I	—	Location, Chief Executive Office, Place Where Agreements Are Maintained, Type Of Organization, Jurisdiction Of Organization And Organizational Identification Number
Schedule II	—	Pledged Equity
Schedule III	—	Patents, Trademarks and Trade Names, Copyrights and IP Agreements
Schedule IV	—	Commercial Tort Claims
Exhibits
Exhibit A	—	Form of Security Agreement Supplement
Exhibit B	—	Form of Intellectual Property Security Agreement
Exhibit C	—	Form of Intellectual Property Security Agreement Supplement

SECURITY AGREEMENT

SECURITY AGREEMENT dated October 1, 2010 made by ALPHABET MERGER SUB, INC. (“Merger Sub” and, immediately prior to the consummation of the Merger (as defined in the Credit Agreement), the “Borrower”), a Delaware corporation to be merged with and into NBTY, INC., a Delaware corporation (the “Company” and, upon and after the consummation of the Merger, the “Borrower”) ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Borrower, Holdings, the other Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to BARCLAYS BANK PLC, as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties.

PRELIMINARY STATEMENTS.

(1)           The Borrower has entered into a Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder), being the “Credit Agreement”) with Holdings, the Lenders, the Swing Line Lender, the L/C Issuers and the Administrative Agent.

(2)           Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined).

(3)           It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time that the Grantors shall have granted the security interest and made the pledge contemplated by this Agreement.

(4)           Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents and the other Secured Documents (as defined herein).

(5)           Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement.  Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 (including Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting Obligations).  “UCC” means the Uniform Commercial Code as defined in the Credit Agreement.

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NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement, to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time and to induce the Cash Management Banks to enter into Secured Cash Management Agreements from time to time, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Secured Parties as follows:

Section 1.       Grant of Security.  Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

(a)   all Accounts;

(b)   all cash and Cash Equivalents;

(c)   all Chattel Paper;

(d)   all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below;

(e)   all Deposit Accounts;

(f)    all Documents;

(g)   all Equipment;

(h)   all Farm Products;

(i)    Subject to Section 23 hereof, all Fixtures;

(j)    all General Intangibles;

(k)   all Goods;

(l)    all Instruments;

(m)  all Inventory;

(n)   all Letter-of-Credit Rights;

(o)   the following (the “Security Collateral”):

(i)            all indebtedness from time to time owed to such Grantor (the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time

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to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;

(ii)           all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto;providedthat such Grantor shall not be required to pledge, and the terms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include any Equity Interests in any Foreign Subsidiary (or any Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries) acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Subsidiary pledged by such Grantor, would result in more than 65% of the shares of stock in such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement; provided, further, that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor; and

(iii)          all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;

(p)   all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (all such Collateral being the “Agreement Collateral”);

(q)   the following (collectively, the “Intellectual Property Collateral”):

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(i)            all patents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);

(ii)           all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);

(iii)          all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);

(iv)          all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”);

(v)           all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

(vi)          all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii)         all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

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(viii)        all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary (“IP Agreements”); and

(ix)           any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

(r)    all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;

(s)           and all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; and

(t)            all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and Supporting Obligations that constitute property of the types described in clauses (a) through (s) of this Section 1), and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and cash;

provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), the security interest created by this Agreement shall not extend to, and the terms “Collateral,” “Security Collateral,” “Agreement Collateral,” “Intellectual Property Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (t) shall not include, any of the following (collectively, the “Excluded Property”):

(i)        any Equity Interests issued by an Unrestricted Subsidiary;

(ii)       any Voting Foreign Stock excluded from the Pledged Equity and Security Collateral pursuant to the proviso to clause (o)(ii) above;

(iii)      any lease, license or other agreement or any property subject to a purchase money Lien permitted under the Credit Agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, agreement, or purchase money arrangement, or create a right of termination in favor of any other party thereto (other than any Grantor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under this clause (iii), the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition; and

(iv)      any Equity Interests in Joint Ventures to the extent that the grant of a security interest therein would require the consent of any Person who owns Equity

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Interests in such Joint Venture (other than an Affiliate of the Borrower) which consent has not been obtained;

provided, further, that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), no Grantor shall be required to (x) except with respect to Cash Collateral Accounts, enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and cash equivalents and accounts related to the clearing, payment processing and similar operations of the Borrower and its Restricted Subsidiaries, (y) except with respect to Pledged Equity in Material Foreign Subsidiaries, take any action in any jurisdiction (other than in the United States of America, any state thereof and the District of Columbia) to perfect any security interest in Equity Interests of Foreign Subsidiaries, or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) crops or farm products, (2) vehicles and other equipment subject to a certificate of title statute, (3) Fixtures, except to the extent that the same are Equipment or are related to real property covered or intended by the Loan Documents to be covered by a mortgage in favor of the Lenders, (4) leasehold interests, (5) Assigned Agreements and (6) Letter-of-Credit Rights (collectively, the “Perfection Exceptions”).

Section 2.       Security for Obligations.  This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) (as such Secured Documents may be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder)), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”).  Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations that would be owed by such Grantor to any Secured Party under the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, or reorganization or similar proceeding involving a Loan Party.

Section 3.       Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Secured Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

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Section 4.       Delivery and Control of Security Collateral.  (a)  All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing the Pledged Debt in an aggregate principal amount in excess of $7,500,000 shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent.  During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

(b)   Promptly upon the request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent.  During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

(c)           During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Section 5.       Maintaining Collateral Accounts, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims.  So long as any Loan or any other Obligation of any Loan Party under any Secured Document shall remain unpaid (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), any Letter of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized):

(a)   During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, each Grantor will maintain all (i) Electronic Chattel Paper so that the Administrative Agent has control of the Electronic Chattel Paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable records so that the

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Administrative Agent has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record (“UETA” );

(b)   Each Grantor will give prompt notice to the Administrative Agent of any Commercial Tort Claim in excess of $7,500,000 that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement and otherwise take all necessary action, to subject such Commercial Tort Claim to the first priority security interest created under this Agreement; and

(c)           With respect to any Deposit Accounts constituting Cash Collateral Accounts, each Grantor will maintain such Deposit Accounts only with the Administrative Agent or with another commercial bank reasonably acceptable to the Administrative Agent that has agreed with such Grantor and the Administrative Agent to comply with instructions originated by the Administrative Agent directing the disposition of funds in such accounts without the further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

Section 6.       Representations and Warranties.  Each Grantor represents and warrants as follows (it being understood that none of the foregoing applies to the Excluded Property):

(a)   As of the Closing Date and, after the Closing Date, except as otherwise notified to the Administrative Agent pursuant to Section 9(a), (i) such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, type of organization, jurisdiction of organization, organizational identification number (if any) and taxpayer identification number, is correctly set forth in Schedule I hereto (as such Schedule I may be supplemented from time to time by supplements to this Agreement), (ii) such Grantor is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule I hereto and (iii) such Grantor has no trade names other than as listed on Schedule I hereto and within the 5 years preceding the date hereof, has not changed its name, location, chief executive office, type of organization, jurisdiction of organization, organizational identification number or taxpayer identification number from those set forth on Schedule I, except as described on Schedule I.

(b)   All of the Equipment and Inventory of such Grantor, in each case, with value (together with the value of all Equipment and Inventory of all other Grantors located at the same place) in excess of $7,500,000 are located at the places specified therefor in Schedules 5.08(b), (c) and (d) to the Credit Agreement as of the date specified in Section 5.08(b), (c) and (d), respectively, and as of the date each such schedule is required to be updated pursuant to the terms of the Credit Agreement.  All Pledged Equity consisting of certificated securities and Pledged Debt in an aggregate principal amount in excess of $7,500,000 have been delivered to the Administrative Agent in accordance herewith and the Credit Agreement.

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(c)   Such Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement, and Liens permitted under Section 7.01 of the Credit Agreement.

(d)   The Pledged Equity pledged by such Grantor on the Closing Date constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.

(e)   Upon the filing of appropriate financing statements and the recordation of the Intellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office, all actions necessary to perfect the security interest in the Collateral of such Grantor created under this Agreement with respect to which a Lien may be perfected by filing pursuant to the UCC or 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 shall have been duly made or taken and are in full force and effect, and this Agreement creates in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in such Collateral of such Grantor (subject to the Perfection Exceptions, Liens permitted by Sections 7.01(b), (i), (p), (ee) and (ff) of the Credit Agreement and non-consensual Liens arising by operation of Law and permitted by Section 7.01 of the Credit Agreement), securing the payment of the Secured Obligations.

(f)    Except as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral:

(i)            The operation of such Grantor’s business as currently conducted or as contemplated to be conducted and the use of the Intellectual Property Collateral in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party.

(ii)           Such Grantor is the exclusive owner of all right, title and interest in and to the Intellectual Property Collateral, and is entitled to use all Intellectual Property Collateral subject only to the terms of the IP Agreements.

(iii)          As of the Closing Date, the Intellectual Property Collateral set forth on Schedule III hereto includes (A) all of the patents, patent applications, trademark registrations and applications, copyright registrations and applications and IP Agreements owned by such Grantor and material to such Grantor’s business, (B) all domain names owned by any Grantor and (C) all material IP Agreements of any Grantor.

(iv)          The Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or part, and to such Grantor’s knowledge, is valid and enforceable.  Such Grantor is not aware of any uses of any item of Intellectual Property Collateral that could be expected to lead to such item becoming invalid or unenforceable.

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(v)           Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of Intellectual Property Collateral in full force and effect throughout the world, and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office and in corresponding national and international patent offices, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office and in corresponding national and international copyright offices.  Such Grantor has used proper statutory notice in connection with its use of each patent, trademark and copyright in the Intellectual Property Collateral.

(vi)          No claim, action, suit, investigation, litigation or proceeding has been asserted or is pending or threatened against such Grantor (i) based upon or challenging or seeking to deny or restrict the Grantor’s rights in or use of any of the Intellectual Property Collateral, (ii) alleging that the Grantor’s rights in or use of the Intellectual Property Collateral or that any services provided by, processes used by, or products manufactured or sold by, such Grantor infringe, misappropriate, dilute, misuse or otherwise violate any patent, trademark, copyright or any other proprietary right of any third party, or (iii) alleging that the Intellectual Property Collateral is being licensed or sublicensed in violation or contravention of the terms of any license other agreement. No Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property Collateral or the Grantor’s rights in or use thereof.

(vii)         With respect to each IP Agreement: (A) such IP Agreement is valid and binding and in full force and effect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof; (B) such IP Agreement will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under such IP Agreement; (D) such Grantor has not provided any notice of a breach or default under such IP Agreement, which breach or default has not been cured; (E) such Grantor has not granted to any other third party any rights, adverse or otherwise, under such IP Agreement; and (F) neither such Grantor nor any other party to such IP Agreement is in breach or default thereof in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such IP Agreement.

(viii)        To such Grantor’s knowledge, (A) none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has

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misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral.

(ix)           No Grantor or Intellectual Property Collateral is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral.

(h)           Such Grantor has no Commercial Tort Claims with a value in excess of $7,500,000 other than those listed in Schedule IV and additional Commercial Tort Claims as to which such Grantor has complied with the requirements of Section 5(b) hereof.

Section 7.       Further Assurances.  (a)  Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or that the Administrative Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor, subject in each case to the Perfection Exceptions.  Without limiting the generality of the foregoing, each Grantor will, upon the Administrative Agent’s reasonable request, promptly with respect to Collateral of such Grantor:  (i) if any such Collateral with a value in excess of $7,500,000 shall be evidenced by a promissory note or other instrument or Chattel Paper, deliver and pledge to the Administrative Agent hereunder such note or instrument or Chattel Paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) deliver and pledge to the Administrative Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank (to the extent required to be pledged pursuant to the Credit Agreement or this Agreement) and (iv) deliver to the Administrative Agent evidence that all other action (subject to the Perfection Exceptions) that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest granted or purported to be granted by such Grantor under this Agreement has been taken.

(b)   Each Grantor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing

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statements falls within the scope of the UCC or the granting clause of this Agreement.  A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.  Each Grantor ratifies its authorization for the Administrative Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Section 8.       As to Insurance.  Each insurance policy of each Grantor shall name the Administrative Agent as loss payee and additional insured thereunder, in each case in a manner reasonably satisfactory to the Administrative Agent, and shall in addition (i) provide for all losses to be paid on behalf of the Administrative Agent and such Grantor as their interests may appear, (ii) name such Grantor and the Administrative Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Administrative Agent) as their interests may appear, (iii) provide that there shall be no recourse against the Administrative Agent for payment of premiums or other amounts with respect thereto and (iv) provide that at least 10 days’ prior written notice of cancellation or of lapse shall be given to the Administrative Agent by the insurer.

Section 9.       Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts.  (a)  No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number, taxpayer identification number or location from those set forth in Section 6(a) of this Agreement without first giving at least 10 days’ (or such lesser period of time as the Administrative Agent may agree) prior written notice (or subsequent written notice if the Administrative Agent agrees in its reasonable discretion) to the Administrative Agent and taking all action required by the Administrative Agent for the purpose of perfecting or protecting the security interest granted by this Agreement.

(b)   During the continuation of an Event of Default, if Collateral of any Grantor with an aggregate value in excess of $7,500,000 is at any time in the possession or control of a warehouseman, bailee or agent, upon the request of the Administrative Agent such Grantor will (i) notify such warehouseman, bailee or agent of the security interest created hereunder, (ii) instruct such warehouseman, bailee or agent to hold all such Collateral solely for the Administrative Agent’s account subject only to the Administrative Agent’s instructions, (iii) use commercially reasonable efforts to cause such warehouseman, bailee or agent to authenticate a record (in form and substance reasonably satisfactory to the Administrative Agent) acknowledging that it holds possession of such Collateral for the Administrative Agent’s benefit and shall act solely on the instructions of the Administrative Agent without the further consent of the Grantor or any other Person, and (iv) make such authenticated record available to the Administrative Agent.

(c)   Except as otherwise provided in this Section 9(c), each Grantor will continue to collect, at its own expense, all amounts due or to become due such Grantor under the Accounts.  In connection with such collections, such Grantor may take (and, at the Administrative Agent’s direction during the continuation of an Event of Default, shall take) such commercially reasonable action as such Grantor (or the Administrative Agent) may deem necessary or advisable to enforce collection thereof; provided, however, that the Administrative Agent shall have the right at any time upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the

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Obligors under any Accounts, of the assignment of such Accounts, to the Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Accounts, including, without limitation, those set forth set forth in Section 9-607 of the UCC.  After receipt by any Grantor of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Accounts, of such Grantor shall be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be either (A) released to such Grantor to the extent permitted under the terms of the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 8.04 of the Credit Agreement and (ii) except with the consent of the Administrative Agent, such Grantor will not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any Obligor thereof, or allow any credit or discount thereon.  No Grantor will permit or consent to the subordination of its right to payment under any of the Accounts to any other indebtedness or obligations of the Obligor thereof.

Section 10.     As to Intellectual Property Collateral.  (a)  With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other domestic governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other domestic governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except, in each case, to the extent failure to act could not reasonably be expected to cause a Material Adverse Effect.

(b)   Each Grantor shall use property statutory notice in connection with its use of Intellectual Property Collateral that is material to the business of the Borrower and its Restricted Subsidiaries.  Except as could not be reasonably expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain.

(c)   Except where failure to do so could not reasonably be expected to cause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps which it or the Administrative Agent (during the continuation of an Event of Default) deems reasonable and

13

appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

(d)   With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other domestic governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral.

(e)   Each Grantor agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(q) that is not on the date hereof a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.  Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(a) and (b) of the Credit Agreement, execute and deliver to the Administrative Agent, or otherwise authenticate, an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other domestic governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

Section 11.     Voting Rights; Dividends; Etc.  (a)  So long as no Event of Default shall have occurred and be continuing:

(i)            Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose; provided, however, that such Grantor will not exercise or refrain from exercising any such right in a manner prohibited by the Credit Agreement.

(ii)           Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all

(A)  dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral,

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(B)   dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus and

(C)   cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral,

(x) in the case of the foregoing clause (A), any such property distributed in respect of any Security Collateral, shall be deemed to constitute acquired property and shall be forthwith delivered to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement) in accordance with the provisions of Section 6.12 of the Credit Agreement and (y) in the case of the foregoing clauses (B) and (C), any such cash distributed in respect of any Security Collateral shall be subject to the provisions of the Credit Agreement applicable to the proceeds of a Disposition of property.

(iii)          The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

(b)   Upon the occurrence and during the continuance of an Event of Default:

(i)            Upon notice to the applicable grantor, all rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 11(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

(ii)           All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Section 12.     Additional Shares.  Any issuance of Equity Interests or other securities by an issuer of Pledged Equity (to the extent that such issuer is a Subsidiary) in addition to or in substitution for the Pledged Equity, in each case to any Person other than any Grantor, shall

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constitute a Disposition of property by the Grantor owning such Pledged Equity of such Subsidiary.

Section 13.     Administrative Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints the Administrative Agent such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a)   to obtain and adjust insurance required to be paid to the Administrative Agent,

(b)   to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(c)   to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper, in connection with clause (a) or (b) above, and

(d)   to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Administrative Agent with respect to any of the Collateral.

Section 14.     Administrative Agent May Perform.  If any Grantor fails to perform any agreement contained herein, the Administrative Agent may, after providing notice to such Grantor of its intent to do so, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by such Grantor under Section 17.

Section 15.     The Administrative Agent’s Duties.  The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

Section 16.     Remedies.  If any Event of Default shall have occurred and be continuing:

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(a)   The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may:  (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Accounts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect Cash Collateral Accounts and (C) exercise all other rights and remedies with respect to the Assigned Agreements, the Accounts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)   All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary indorsement).

(c)   The Administrative Agent may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to any Deposit Account that is not an Exempt Deposit Account.

(d)  Any cash held by or on behalf of the Administrative Agent and all cash proceeds received by or on behalf of the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral

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for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 17) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations, in the manner set forth in Section 8.04 of the Credit Agreement.

(e)  In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Administrative Agent or its designee such Grantor’s know-how and expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.

(f)  If the Administrative Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 16, each Grantor agrees that, upon request of the Administrative Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

(g)  The Administrative Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 16, to deliver or otherwise disclose to any prospective purchaser of the Security Collateral:  (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and projections; and (iii) any other information in its possession relating to such Security Collateral.

(h)  Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor to perform any of the covenants contained in Section 16(f) above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages and not as a penalty, an amount equal to the value of the Security Collateral on the date the Administrative Agent shall demand compliance with Section 9(f) above.

Section 17.     Indemnity and Expenses.  Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel that the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Administrative Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof, in each case, in the manner and to the extent set forth in Section 10.04 of the Credit Agreement.

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Section 18.     Amendments; Waivers; Additional Grantors; Etc.  (a)  Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(b)   Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor,  and each reference in this Agreement and the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I through IV attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I through IV, respectively, hereto, and the Administrative Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

Section 19.     Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to the Administrative Agent, at its address specified in Section 10.02 of the Credit Agreement.  All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement.  Delivery by telecopier or in .pdf or similar format by electronic mail of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

Section 20.     Continuing Security Interest; Assignments under the Credit Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any Lender may assign or

19

otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Section 21.     Release; Termination.  (a)  Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that such Grantor shall have delivered to the Administrative Agent a written request for release, together with a form of release for execution by the Administrative Agent, a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and such other supporting information as the Administrative Agent may reasonably request.

(b)   Upon the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor.  Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Section 22.     Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier or in .pdf or similar format by electronic mail shall be effective as delivery of an original executed counterpart of this Agreement.

Section 23.     The Mortgages.  In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.  For the avoidance of doubt, in the event that any lien or security interest other than a Permitted Encumbrance or a Permitted Lien (as defined in the Mortgage) is asserted against any Mortgaged Property, then Grantor, as mortgagee, shall promptly give the holder of the applicable Mortgage a detailed written notice of such lien or security interest (including origin, amount and other terms) and otherwise comply with Section 3.2 of such Mortgage.

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Section 24.     Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ALPHABET MERGER SUB, INC.
By
	Title:
NBTY, INC.
By
	Title:
ALPHABET HOLDING COMPANY, INC.,
By
	Title:
[Each Subsidiary Grantor]
By
	Title:

Signature Page to

Project Alphabet Security Agreement

Schedule I to the
Security Agreement

LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION, ORGANIZATIONAL IDENTIFICATION NUMBER AND TAX IDENTIFICATION NUMBER

Grantor Chief
Executive
Office Type of
Organization Jurisdiction of
Organization Organizational
I.D. No. Tax I.D. No.

Schedule II to the
Security Agreement

PLEDGED EQUITY

Grantor Issuer Class of
Equity
Interest Certificate
No(s) Number
of Shares Percentage
of
Outstanding
Shares

Schedule III to the
Security Agreement

INTELLECTUAL PROPERTY

I.  Patents

Grantor Patent
Titles Country Patent No. Applic. No. Filing Date Issue Date

II.  Domain Names and Trademarks

Grantor Domain
Name/Mark Country Mark Reg.
No. Applic.
No. Filing
Date Issue
Date

III.  Trade Names

Names

IV.  Copyrights

Grantor Title of
Work Country Title Reg. No. Applic. No. Filing
Date Issue
Date

V.  IP Agreements

Grantor IP Agreements

Schedule IV to the
Security Agreement

COMMERCIAL TORT CLAIMS

[Describe nature of claim(s)-see Comment 5 to UCC Section 9-108]

Exhibit A to the
Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Barclays Bank PLC,
as the Administrative Agent for the
Secured Parties referred to in the
Credit Agreement referred to below
                                                
                                                
Attn:                                       

NBTY, Inc.

Ladies and Gentlemen:

Reference is made to (i) the Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NBTY, Inc., a Delaware corporation, as the Borrower, Alphabet Holdings Company, Inc., a Delaware corporation (“Holdings”), the Lenders party thereto, Barclays Bank PLC, as the Swing Line Lender, an L/C Issuer and the Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), and the Lenders party thereto, and (ii) the Security Agreement dated October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties.  Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 1.  Grant of Security.  The undersigned hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned (including all Accounts, cash and Cash Equivalents, Chattel Paper, Commercial Tort Claims set forth on Schedule IV of the Security Agreement, Deposit Accounts, Documents, Equipment, Farm Products, Fixtures (subject to Section 23 of the Security Agreement), General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Financial Assets, Equity Interests and Indebtedness), except for any Excluded Property, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

SECTION 2.  Security for Obligations.  The grant of a security interest in, the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under or in respect of the Secured Documents (as such Secured Documents may be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder)), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.  Without limiting the generality of the foregoing, this Security Agreement Supplement and the Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations that would be owed by the Grantor to any Secured Party under the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, or reorganization or similar proceeding involving a Loan Party.

SECTION 3.  Supplements to Security Agreement Schedules.  The undersigned has attached hereto supplemental Schedules I through IV to Schedules I through IV, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects.

SECTION 4.  Representations and Warranties.  The undersigned hereby makes each representation and warranty set forth in Section 6 of the Security Agreement with respect to itself (as supplemented by the attached supplemental schedules) as of the date hereof.

SECTION 5.  Obligations Under the Security Agreement.  The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors.  The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned and that each reference to the “Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be.

SECTION 6.  Governing Law.  This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

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Very truly yours,
[NAME OF ADDITIONAL GRANTOR]
By
	Title:
		Address for notices:

3

Exhibit B to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 1, 2010, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Barclays Bank PLC, as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, NBTY, Inc., a Delaware corporation, has entered into a Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Alphabet Holding Company Inc., a Delaware corporation (“Holdings”), Barclays Bank PLC, as the Swing Line Lender, an L/C Issuer and the Administrative Agent, and the Lenders party thereto.  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of the Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time, each Grantor has executed and delivered that certain Security Agreement dated October 1, 2010 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and any other appropriate domestic governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

SECTION 1.  Grant of Security.  Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):

(i)            the patents and patent applications set forth in Schedule A hereto (the “Patents”);

(ii)           the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in

United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

(iii)          all copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);

(iv)          all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(v)           any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(vi)          any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

SECTION 2.  Security for Obligations.  The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Secured Documents (as such Secured Documents may be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder)), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment

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of all amounts that constitute part of the Secured Obligations that would be owed by such Grantor to any Secured Party under the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, or reorganization or similar proceeding involving a Loan Party.

SECTION 3.  Recordation.  Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION 4.  Execution in Counterparts.  This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 5.  Grants, Rights and Remedies.  This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.  Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

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SECTION 6.  Governing Law.  This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ALPHABET MERGER SUB, INC.
By
	Title:
NBTY, INC.
By
	Title:
ALPHABET HOLDING COMPANY, INC.,
By
	Title:
[Each Subsidiary Grantor]
By
	Title:

Exhibit C to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated [                      ], is made by the Person listed on the signature page hereof (the “Grantor”) in favor of Barclays Bank PLC (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, NBTY, Inc., a Delaware corporation, has entered into a Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Alphabet Holding Company Inc., a Delaware corporation (“Holdings”), Barclays Bank PLC, as the Swing Line Lender, an L/C Issuer and the Administrative Agent, and the Lenders party thereto.  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Grantors have executed and delivered that certain Security Agreement dated October 1, 2010, made by the Grantor and such other Persons to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and that certain Intellectual Property Security Agreement dated October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”).

WHEREAS, under the terms of the Security Agreement, the Grantor has agreed to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in any after-acquired intellectual property collateral of the Grantor and has agreed in connection therewith to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other domestic governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

SECTION 1.  Grant of Security.  Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following (the “Additional Collateral”):

(i)            the patents and patent applications set forth in Schedule A hereto (the “Patents”);

(ii)           the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair

the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

(iii)          the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);

(iv)          all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(v)           all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(vi)          any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing.

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral,” shall not include any lease, license or other agreement to the extent  that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Additional Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

SECTION 2.  Supplement to Security Agreement.  Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

SECTION 3.  Security for Obligations.  The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment of all Obligations of the Grantor now or hereafter existing under or in respect of the Secured Documents (as such Secured Documents may be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder)), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.  Without limiting the generality of the foregoing, this IP Security Agreement Supplement secures the payment of all amounts that constitute part of the Secured Obligations that would be owed by the Grantor to

any Secured Party under the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, or reorganization or similar proceeding involving a Loan Party.

SECTION 4.  Recordation.  The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer to record this IP Security Agreement Supplement.

SECTION 5.  Grants, Rights and Remedies.  This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement.  The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

SECTION 6.  Governing Law.  This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[NAME OF GRANTOR]
By
	Name:
	Title:
Address for Notices:

EX-10.17

EXHIBIT 10.17

Employment Agreement

This Employment Agreement (this “Agreement”), dated as of November 8, 2010, is made by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Jeffrey Nagel (“Executive”) (collectively referred to herein as the “Parties”).

RECITALS

A.It is the desire of the Company to assure itself of the services of Executive to the Company by entering into this Agreement.

B.Executive and the Company mutually desire that Executive provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows:

1.Employment.

(a)General.  The Company shall employ Executive and Executive shall enter the employ of the Company, for the period and in the position set forth in this Section 1, and upon the other terms and conditions herein provided.

(b)Employment Term.  The initial term of employment under this Agreement (the “Term”) shall be for the period beginning no later than December 6, 2010 and ending on December 6, 2015, subject to earlier termination as provided in Section 3.  The Term shall automatically renew for additional one (1) year periods unless no later than sixty (60) days prior to the end of the otherwise applicable Term, either party gives written notice of non-renewal (“Notice of Non-Renewal”) to the other, in which case Executive’s employment will terminate at the end of the then-applicable Term or any earlier date set by the Company in accordance with Section 3 and subject to earlier termination as provided in Section 3.  The first date that Executive begins his employment with the Company shall be referred to herein as the “Start Date.”

(c)Position and Duties.

(i)Executive shall serve as Chief Executive Officer of the Company and Parent (“CEO”) with the responsibilities, duties and authority customarily associated with such positions in a company the size and nature of the Company and such other responsibilities, duties and authority commensurate with such positions, as may from time to time be assigned to Executive by the Board of Directors of Parent (the “Board”).  Executive shall report only to the Board, the Board of Directors of the Company or any committee of any such board.  Executive shall devote substantially all of his working

time and efforts to the business and affairs of the Company, and Executive shall not serve on any corporate, industry or civic boards or committees without the prior consent of the Board; provided that Executive shall be permitted to serve on charitable boards, be involved in charitable activities and manage his passive personal and family investments so long as such activities do not materially interfere with Executive’s duties hereunder or violate any covenant contained in Section 5, 6 or 7.

(ii)As of the Start Date, the Parent and the Company shall cause the Executive to be appointed or elected to the Board and to the Board of Directors of the Company.  During the Term, the Board shall propose Executive for re-election to the Board and cause the Executive to be appointed or elected to the Board of Directors of the Company, and cause the Principal Stockholders to vote all of their shares of Common Stock in favor of such re-election or re-appointment to the Board.  Notwithstanding the foregoing, if the Principal Stockholders do not “control” the Parent, within the meaning of Section 405 of the Securities Act of 1933, the obligation to appoint or elect the Executive to the Board (but not the foregoing obligations to nominate and to cause the Principal Stockholders to vote for elections) shall not apply.

(iii)Executive’s principal place of employment shall be the offices of the Company in Ronkonkoma, New York.

2.Compensation and Related Matters.

(a)Annual Base Salary.  During the Term, Executive shall receive a base salary at a rate of $750,000 per annum (as increased from time to time, the “Annual Base Salary”), which shall be paid in accordance with the customary payroll practices of the Company.  Such Annual Base Salary shall be reviewed (and may be increased, but not decreased) from time to time by the Board or an authorized committee of the Board.

(b)Annual Bonus Opportunity. For the fiscal year ending September 30, 2011 and for each full fiscal year of the Company that begins thereafter during the Term, Executive will be eligible to participate in an annual bonus program established by the Board (the “Annual Bonus”).  Executive’s Annual Bonus compensation under such bonus program shall be targeted at 100% of his Annual Base Salary, subject to adjustments between the range of 50% to 200% for under or over performance, as determined in good faith by the Board (or an authorized committee of the Board).  Unless other written criteria is agreed to in writing by the Board (or another committee of the Board) and Executive, the bonus awards payable under the incentive program shall be based on the achievement of EBITDA based performance goals to be mutually determined by the Board (or an authorized committee of the Board) and Executive.  The Annual Bonus for fiscal year ending September 30, 2011 shall be pro-rated based on the number of days Executive is employed by the Company during such fiscal year. The Annual Bonus shall be paid as soon as reasonably practicable following the end of the applicable fiscal year, but in no event shall it be paid after March 15th of the calendar year following the calendar year in which the fiscal year to which the Annual Bonus relates.

(c)Sign-On Bonus.  Executive shall receive a one-time guaranteed sign-on bonus of $2.5 million in cash (the “Sign-on Bonus”), payable within 15 days following the Start Date.

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The Company shall provide Executive with the opportunity to invest all or any portion of his after-tax proceeds in respect of the Sign-on Bonus in Common Stock, subject to such terms and conditions as may be approved by the Board.   Executive agrees to reimburse the Company for the Sign-on Bonus if the Company terminates Executive for Cause or Executive resigns without Good Reason prior to November 29, 2011; provided, that any portion of the Sign-on Bonus that is used by Executive to purchase Common Stock shall not be subject to the reimbursement provisions of this Section 2(c).   The Company is hereby authorized to deduct from Executive’s final paycheck(s), net of tax withholding, any amounts due and owing to the Company pursuant to this Section 2(c) and in the event the amount deducted from Executive’s final paycheck(s) is less than the Sign-on Bonus, Executive agrees to pay the Company the balance due within thirty (30) days of the Date of Termination.

(d)Stock Option Award.  On or following the Start Date and no later than December 15, 2010, Executive will receive an award of stock options to purchase Common Stock (the “Options”).  The terms and conditions of the Options will be governed by Parent’s 2010 Equity Incentive Plan and the Stock Option Agreement in substantially the form attached hereto as Exhibit A.  The number of shares covered by such Options shall equal 1.5% of the fully diluted shares of Common Stock of Parent, as determined as of the date such Options are granted to Executive and based on the assumed issuance of all shares reserved for issuance thereunder.  The Options shall have a per share exercise price equal to the per share price paid by the Principal Stockholders, which was $77,500 per share but after a proposed stock split is expected to be $500 per share, and Executive shall have the ability to pay the exercise price with the shares of Common Stock underlying the Options provided that, if the fair market value of such Option on the date of grant, as determined for purpose of Section 409A of the Internal Revenue Code, is greater than the foregoing, such Option shall be issued with an exercise price equal to such fair market value.

(e)Benefits.  During the Term, Executive (and his eligible dependents) shall be eligible to participate in employee benefit plans, programs and arrangements of the Company applicable to senior-level executives (including, without limitation, retirement, health insurance, sick leave and other benefits) and consistent with the terms thereof, as in effect from time to time.

(f)Vacation.  During the Term, Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable to senior executives of the Company, as it may be amended from time to time; provided, however, that, in no event shall Executive be entitled to less than four (4) weeks of paid vacation annually.  Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.

(g)Expenses.  During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement policy.

(h)Reimbursement for Relocation Expenses.  Executive shall be entitled to reimbursement for reasonable and necessary expenses incurred during the Term in connection with Executive’s relocation from the Florence, Italy area to the New York metro area (which

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area shall include Long Island, New York), which reasonable and necessary expenses shall be subject to the terms of the Company’s relocation policy, but shall in any event include the expenses set forth on Exhibit B (collectively the “Moving Expenses”).  Except as otherwise set forth on Exhibit B, the Moving Expenses must be incurred in calendar year 2011 and the Company shall reimburse all Moving Expenses as soon as practicable after the date they are incurred and submitted to the Company but in any event prior to March 15, 2012.  Except as otherwise set forth on Exhibit B, Executive agrees to submit reasonable documentation relating to his requests for Moving Expense reimbursements no later than January 15, 2012.

(i)Key Person Insurance.  At any time during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for the Company’s sole benefit.   The Company shall have the right to determine the amount of insurance and the type of policy.  Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to reasonable physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier.  Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy.

3.Termination.

Executive’s employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances:

(a)Circumstances.

(i)Death.  Executive’s employment hereunder shall terminate upon Executive’s death.

(ii)Disability.  If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s employment while the Executive remains Disabled, provided that a Disability termination shall occur automatically in the event of a Disability pursuant to the second sentence of the definition thereof.

(iii)Termination for Cause.  The Company may terminate Executive’s employment for Cause, as defined below.

(iv)Termination without Cause.  The Company may terminate Executive’s employment without Cause.

(v)Resignation from the Company for Good Reason.  Executive may resign Executive’s employment with the Company for Good Reason, as defined below.

(vi)Resignation from the Company Without Good Reason.  Executive may resign Executive’s employment with the Company for any reason other than Good Reason or for no reason.

(vii)Non-extension of Term by the Company.  The Company may give notice of non-extension to Executive pursuant to Section 1.

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(viii)Non-extension of Term by Executive.  Executive may give notice of non-extension to the Company pursuant to Section 1.

(b)Notice of Termination.  Any termination of Executive’s employment by the Company or by Executive under this Section 3 (other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto (i) indicating the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by Executive, shall be at least thirty (30) days following the date of such notice (a “Notice of Termination”); provided, however, that in the event that Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion, change the Date of Termination to any date that occurs following the date of Company’s receipt of such Notice of Termination and is prior to the date specified in such Notice of Termination.  A Notice of Termination submitted by the Company may provide for a Date of Termination on the date Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion, but not more than thirty (30) days after the giving of the notice without the Executive’s prior written consent.  The failure by either Party hereunder to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason (as applicable) shall not waive any right of such Party or preclude such Party from asserting such fact or circumstance in enforcing such Party’s rights hereunder.

(c)Company Obligations upon Termination (including due to death and Disability).  Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of:  (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive within thirty (30) days of termination; (ii) any accrued vacation owed to Executive under the Company’s vacation policy within thirty (30) days of termination; (iii) any expenses owed to Executive pursuant to Section 2(g) and Section 2(h) in accordance with each such section; (iv) except in the case of a termination by the Company for Cause, the bonus earned for any completed fiscal year at the time it would otherwise have been paid if Executive continued to be employed (including as to any deferrals); (v) except in the case of a termination by the Company for Cause, by the Executive without Good Reason or by the Executive by notice under Section 1(b), a pro rata bonus for the fiscal year of termination based on actual results for such fiscal year and paid when it would otherwise have been paid if the Executive continued to be employed (including as to any deferrals); and (vi) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”).  Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.  In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy with regard to the nonequity compensation for services shall be to receive the severance payments and benefits described in this Section 3(c) or Section 4, as applicable.  The foregoing shall not limit any of Executive’s rights with regard to equity (which shall be controlled by the relevant plan and grants) or any rights to

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indemnification, advancement of legal fees, and coverage under directors and officers liability insurance.

(d)Deemed Resignation.  Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its Affiliates.

4.Severance Payments.

(a)Termination for Cause, or Termination Upon Death, Disability, Resignation from the Company Without Good Reason, or Non-extension of Term by Executive.  If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, or for no reason, or pursuant to Section 3(a)(viii) due to non-extension of the Term by Executive, Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

(b)Termination without Cause, Resignation from the Company With Good Reason or Termination upon Non-Extension of the Term by the Company.  If Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv), pursuant to Section 3(a)(v) due to Executive’s resignation for Good Reason, or pursuant to Section 3(a)(vii) due to non-extension of the Term by the Company, then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in the form attached as Exhibit C to this Agreement (the “Release”), and Executive’s continued compliance with Sections 5 and 6 up to the date of any such payment, subject to Section 11(m) hereof, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), an amount in cash equal to two times the Annual Base Salary of Executive as of the Date of Termination, payable in the form of salary continuation payments in regular installments over the twenty-four month period following the date of Executive’s Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll practices.

(c)Survival.  Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 9 and Section 11 will survive the termination of Executive’s employment and the expiration or termination of the Term.

5.Competition.  Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:

(a)Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the

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Company.  Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.  The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company.  “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.

(b)Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company.  The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.

(c)In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is two (2) years following the Date of Termination.

(e)Each of the Parties hereto agrees that at no time during Executive’s employment by the Company or at any time within two (2) years thereafter shall such Party (which, in the

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case of the Company and Parent, shall mean their officers and the members of the Board and Board of Directors of the Company) make, or cause or assist any other person to make, with intent to damage, any public statement or other public communication which impugns or attacks, or is otherwise critical, in any material respect, of, the reputation, business or character of the other party (including, in the case of Parent, any of its directors or officers).Notwithstanding the foregoing, nothing in this paragraph shall prevent the Company, Parent, Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements, or (ii) making any truthful statement (A) to the extent necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (B) to the extent required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information, or (C) that is a normal comparative statement in the context of advertising, promotion or solicitation of customers, without reference to Executive’s prior relationship with the Company or Parent.

(f)Executive represents that Executive’s employment by the Company does not and will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Executive prior to Executive’s employment by the Company.  During Executive’s employment by the Company, Executive agrees that Executive will not violate any non-solicitation agreements Executive entered into with any former employer or improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will Executive bring onto the premises of the Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party.  The Company represents that it will not require or request Executive to breach any agreement with any former employer as to non-competition, non-solicitation, confidentiality or restrictions of similar nature that it is made aware of by Executive; furthermore, the Company recognizes that the Executive may be subject to certain post employment cooperation obligations to his former employer and will permit Executive to reasonably fulfill such obligations.

6.Nondisclosure of Proprietary Information.

(a)Except in connection with the good faith performance of Executive’s duties hereunder or pursuant to Sections 6(c) and (e), Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual

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relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information.  The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).  Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information, provided, that such publishing of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound.  For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

(b)Upon termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property of the Company or concerning the Company’s customers, business plans, marketing strategies, products, property or processes.  Executive may retain and utilize his rolodex and similar address books (hard copy or electronic) containing only contact information.

(c)Executive may respond to a lawful and valid subpoena or other legal process but (i) shall give the Company prompt notice thereof, (ii) upon request of the Company, shall make available to the Company and its counsel the documents and other information sought, as much in advance of the due date thereof as reasonably possible, and (iii) shall reasonably assist such counsel at the Company’s expense in resisting or otherwise responding to such process.

(d)As used in this Section 6 and Section 7, the term “Company” shall include the Company and its direct and indirect subsidiaries and the Parent.

(e)Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 6(c) above), (ii) disclosing information and documents to Executive’s attorney or tax adviser for the purpose of securing legal or tax advice or to governmental taxing authorities, (iii) disclosing Executive’s post-employment restrictions in this Agreement or elsewhere in confidence to any potential new employer, or (iv) retaining, at any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations.

(f)No equity plan or grant or other arrangement shall have any restrictive covenants or forfeiture provisions applicable to Executive that relate to the same type of limitations that are covered by Sections 5 and 6 hereof that are any broader than the related provisions in Sections 5 and 6.

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7.Inventions.

All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company.  Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company, and at its expense, any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall reasonably assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Executive hereby appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

8.Injunctive Relief.

It is recognized and acknowledged by Executive that a breach of the covenants contained in Sections 5, 6 and 7 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, Executive agrees that in the event of a breach of any of the covenants contained in Sections 5, 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

9.Assignment and Successors.

The Company may assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates, provided that the assignee delivers to Executive a written assumption of the obligations hereunder.  The Company’s rights and obligations may not otherwise be assigned hereunder.  This Agreement shall be binding upon and inure to the benefit of the Company, Parent, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.  None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law.  Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive compensation hereunder following Executive’s death by giving written notice thereof to the Company.

10.Certain Definitions.

(a)Affiliate.  “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person

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where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended; provided, that, with respect to the Company, “Affiliate” shall not include any Principal Stockholder or any portfolio companies of the relevant Principal Stockholder.

(b)Cause.  The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

(i)The Executive’s willful misconduct with regard to the Company that results in a significant adverse impact on the Company; provided that no act or failure to act on Executive’s part will be considered “willful” unless done, or omitted to be done, by Executive not in good faith or without reasonable belief that his action or omission was in the best interests of the Company;

(ii)The Executive being indicted for, convicted of, or pleading nolo contendere to, a felony or intentional crime involving material dishonesty other than, in any case, vicarious liability or traffic violations;

(iii)The Executive’s conduct involving the use of illegal drugs;

(iv)The Executive’s failure to attempt in good faith (other than when absent because of physical or mental incapacity) to follow a lawful directive of the Board within ten (10) days after written notice of such failure; and/or

(v)The Executive’s breach of any provision contained in Sections 5 through 7, which continues beyond ten (10) days after written demand for substantial performance is delivered to Executive by the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by Executive), so long as the breach (which shall be deemed to refer to all breaches in this paragraph) is (A) material and (B) results in a significant adverse impact on the Company.

The Executive shall not be terminated for “Cause” unless reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board, and thereafter whether or not an event giving rise to “Cause” has occurred will be determined by the Board reasonably and in good faith; provided that any such determination by the Board shall be subject to de novo review by the arbitrator pursuant to Section 11(i) based on the facts thereof.

(b)Common Stock.  “Common Stock” shall mean the common stock of Parent.

(c)Date of Termination.  “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii) — (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b), whichever is earlier; (iii) if Executive’s employment is terminated pursuant to Section 3(a)(vii) or Section 3(a)(viii), the expiration of the then-applicable Term.

(d)Disability.  “Disability” shall have occurred when the Executive has been unable to perform his material duties because of physical or mental incapacity for a period of at least

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180 days in any 365 day period, as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.  Notwithstanding the foregoing, a Disability termination shall be deemed to occur earlier if, as a result of physical or mental incapacity, Executive experiences a “separation from service” within the meaning of Code Section 409A.

(e)Good Reason.  Executive shall have “Good Reason” to resign his employment within ninety (90) days after the occurrence of any of the following without his prior written consent:

(i)Failure of the Company to continue Executive in the position of CEO or as a member of the Board; provided that failure to elect or appoint Executive, or to continue Executive’s election or appointment, as a member of the Board shall not constitute “Good Reason” if prohibited by, or impracticable under, law or prevailing corporate practice;

(ii)A material diminution in the nature or scope of Executive’s responsibilities, duties or authority;

(iii)The Company’s or Parent’s material breach of this Agreement or other agreements with Executive which results in a significant adverse impact upon Executive, provided that, for clarity, the parties acknowledge that a breach of Section 1(c)(ii) hereof shall be deemed to have a significant adverse impact upon Executive;

(iv)The relocation by the Company of Executive’s primary place of employment with the Company by more than 50 miles from Ronkonkoma, New York;

(v)The failure of the Company to obtain the assumption in writing delivered to Executive of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or

(vi)The failure of the Company to timely pay to Executive any significant amounts due under the terms of this Agreement;

in any case of the foregoing, that remains uncured after ten (10) business days after Executive has provided the Company written notice that Executive believes in good faith that such event giving rise to such claim of Good Reason has occurred.

(f)Liquidity Event.  “Liquidity Event” shall mean either (a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of transactions, of the equity securities of Parent or its successor held, directly or indirectly, by any of the Principal Stockholders in exchange for cash, or in the case of any transaction resulting in the exchange for consideration other than cash (“non-cash consideration”) the receipt of cash upon the disposition of such non-cash consideration, such that immediately following such transaction or disposition (or series of transactions or dispositions), the total number of all equity securities of Parent or its successor held, directly or indirectly, by the Principal Stockholders is, in the aggregate, less than 25% of the total number of equity securities (as such securities may be adjusted for the occurrence of a corporate event) held, directly or indirectly, by the Principal Stockholders as

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of the Effective Date (as such securities may be adjusted for the occurrence of a corporate event); or (b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation (other than any transaction otherwise covered under the preceding sub-clause(a))), in one or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its subsidiaries taken as a whole, to any “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than to any Principal Stockholders or an Affiliate of any Principal Stockholders.

(g)Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(h)Principal Stockholders.  “Principal Stockholders” shall mean (i) Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, and CEP III Participations, SARL SICAR, and (ii) any of their Affiliates to which (a) any of the Principal Stockholders transfers Common Stock or (b) Parent issues Common Stock.

11.Miscellaneous Provisions.

(a)Governing Law.  This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of New York without reference to the principles of conflicts of law of the State of New York or any other jurisdiction, and where applicable, the laws of the United States.

(b)Validity.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(c)Notices.  Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, as follows:

(i)If to the Company:

NBTY, Inc.

2100 Smithtown Avenue

Ronkonkoma, NY 11779

Attention:  General Counsel

Facsimile: (631) 567-7148

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and copies to:

The Carlyle Group

520 Madison Avenue

New York, NY 10022

Attention: Sandra Horbach

Elliot Wagner

Facsimile: (212) 813-4901

and:

Latham & Watkins LLP

555 Eleventh Street, N.W.

10th Floor

Washington, DC  20004

Fax:  (202) 637-2201

Attn:  David T. Della Rocca

(ii)If to Executive, at the last address that the Company has in its personnel records for Executive.

or at any other address as any Party shall have specified by notice in writing to the other Parties hereto.

(d)Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.  Signatures delivered by facsimile shall be deemed effective for all purposes.

(e)Entire Agreement.  The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral.  The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(f)Amendments; Waivers.  This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive, a duly authorized officer of the Company and a duly authorized officer of Parent.  By an instrument in writing similarly executed, Executive, a duly authorized officer of the Company, or a duly authorized officer of Parent may waive compliance by the other Parties hereto with any specifically identified provision of this Agreement that each such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.  No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

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(g)No Inconsistent Actions.  The Parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement.  Furthermore, it is the intent of the Parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(h)Construction.  This Agreement shall be deemed drafted equally by all the Parties. Its language shall be construed as a whole and according to its fair meaning.  Any presumption or principle that the language is to be construed against any Party shall not apply.  The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation.  Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary.  Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

(i)Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 5, 6 or 7 of the Agreement, as applicable, and the Company, Parent and Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond.  Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel, as a judge or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator.  Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law.  It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration.  In the event that an action is brought to enforce the provisions of this Agreement pursuant to this paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the reasonable attorney’s fees and expenses of the Company and Parent in connection with such arbitration, as well as the arbitrator’s full fees and expenses and (z) if, in the opinion of the arbitrator deciding such action, there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be borne equally by the Parties thereto.

(j)Enforcement.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, such provision shall be

15

fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(k)Attorneys Fees.  The Company shall pay for all reasonable and documented legal fees incurred by Executive in calendar year 2010 in connection with the negotiation of this Agreement and any other agreements related to Executive’s employment arrangement with the Company, up to a maximum of $50,000.

(l)Withholding.  The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

(m)Section 409A.

(i)General.  The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

(ii)Separation from Service.  Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following Executive’s Separation from Service.  Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement.

(iii)Specified Employee.  Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death.  Upon

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the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or to Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.  Any tax gross up payment, within the meaning of Section 409A, provided for in this Agreement shall be made by the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes, provided that, Executive provides the Company with a reimbursement request reasonably promptly following the date such tax is due.

(iii)Expense Reimbursements.  To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request reasonably promptly following the date the expense is incurred, the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during one taxable year shall not affect the amount eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided however, that the foregoing shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.  Executive’s right to reimbursement, or in-kind benefits, under this Agreement will not be subject to liquidation or exchange for another benefit.

(v)Installments.  Executive’s right to receive any installment payments under this Agreement, including without limitation any salary continuation payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A.  To the extent any deferred compensation is intended to comply with and be subject to Section 409A (as opposed to any exception thereto), the Company may accelerate any such deferred compensation as long as such acceleration would not result in additional tax or interest pursuant to Section 409A and as long as such acceleration is permitted by Section 409A.  The decision as to when to make any payment within any specified time period shall solely be that of the Company.

(n)Indemnification.  Executive shall receive indemnification protection pursuant to the indemnification agreements attached hereto as Exhibits D and E.

(o)No Mitigation; No Offset.  The Executive shall not be required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement. The payments provided pursuant to this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination or otherwise. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

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(p)Joint and Several Liability.  The Company and the Parent shall be jointly and severally liable for all obligations of each hereunder.

12.Section 280G

(a)So long as the Company is described in Section 280G(b)(5)(A)(ii)(I) of the Code, if any payment or benefit (within the meaning of Section 280G(b)(2) of the Code), to the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, to the extent, if any, Executive elects to waive the right to receive such payments or benefits unless shareholder approval is obtained in accordance with Section 280G(b)(5)(B) of the Code, the Company shall use its commercially reasonable best efforts to prepare and deliver to its stockholders the disclosure required by Section 280G(b)(5)(B) of the Code with respect to the Payments and to obtain the approval of the Company’s stockholders in accordance with Section 280G(b)(5)(B) of the Code and the regulation codified at 26 C.F.R. §1.280G-1.

(b)In the event that (i) the Executive is entitled to receive any payments or benefits, whether payable, distributed or distributable pursuant to the terms of this Agreement or otherwise, that constitute “excess parachute payments” within the meaning of Section 280G of the Code, and (ii) the net after tax amount of such payments, after the Executive has paid all taxes due thereon (including, without limitation, taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such payments and benefits otherwise due to the Executive in the aggregate, if such aggregate payments and benefits were reduced to an amount equal to 2.99 times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of such payments and benefits payable to Executive shall be reduced to an amount that will equal 2.99 times the Executive’s base amount.  To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Executive (but no non -parachute payment amounts) shall be reduced in the following order: (i) payments and benefits due under Section 4 of this Agreement shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued (or only reduced by a present value factor) for purpose of the calculation to be made under Section 280G calculation of the Code for purposes of this Section 12 (the “280G Calculation”) in reverse order of when payable; and (iii) payments and benefits due in respect of any options or stock appreciation rights with regard to Common Stock or equity securities valued under the 280G Calculation based on time of vesting shall be reduced in an order that is most beneficial to the Executive.

(c)The determinations to be made with respect to this Section 12 shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to the Executive.  The Company shall be responsible for all charges of the Accountant.

(d)In the event that the Internal Revenue Service or court ultimately makes a determination that the excess parachute payments or the base amount is an amount other than as

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determined initially, an appropriate adjustment shall be made with regard to Section 12(a) or (b) above, as applicable to reflect the final determination and the resulting impact.

(e)The provisions of Sections 12(b), (c) and (d) shall override provisions as to cutback below the 2.99 level in any equity plan or grant or any other arrangement.

13.Employee Acknowledgement.

Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.

COMPANY
By:
	Name:
	Title:
PARENT
By:
	Name:
	Title:
EXECUTIVE
By:
	Jeffrey Nagel

[Signature Page to Jeffrey Nagel Employment Agreement]

EXHIBIT A

Form of Stock Option Agreement

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EXHIBIT B

Moving Expenses

General.  Executive shall receive $130,000 to assist with the following items:

·Home lease, utilities, cost of living expenses and school bus expenses in Florence, Italy

·Immigration vendor fee

·Household goods storage

·Relocation airfare to New York

The $130,000 payment shall be paid in a lump sum cash payment to Executive in December 2010.

Household Goods Shipment.  Executive shall receive reimbursement for up to $40,000 for the shipment of household goods from Florence, Italy to New York.  To the extent any portion of the $40,000 is taxable to Executive, the Company will provide Executive with a full gross-up for any ordinary income and employment taxes incurred by Executive with respect to such portion.

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EXHIBIT C

Form of Release

This Agreement and Release (“Agreement”) is made by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Jeffrey Nagel (the “Employee”) (collectively, referred to as the “Parties” or individually referred to as a “Party”).  Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of                           , 2010 (the “Employment Agreement”); and

WHEREAS, in connection with Employee’s termination of employment with the Company or a subsidiary or affiliate of the Company effective                 , 20    , the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Employee may have against the Company, Parent, and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company or its subsidiaries or affiliates.

NOW, THEREFORE, in consideration of the Severance Payments described in Section 4 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Employee’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

1.Severance Payments; Salary and Benefits.  The Company agrees to provide Employee with the severance payments and benefits described in Section 4(b) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Employee all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

2.Release of Claims.  Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, Parent, any of their direct or indirect subsidiaries and affiliates (including, without limitation, TC Group, L.L.C. and its affiliated entities), and, in their capacities related to the foregoing, any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”).  Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees

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arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 7 below), including, without limitation:

(a)any and all claims relating to or arising from Employee’s employment  or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of that relationship;

(b)any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(d)any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the New York City Human Rights Law;

(e)any and all claims for violation of the federal or any state constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g)any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

(h)any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with

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the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, rights with regard to any vested equity (including under any stockholders agreement governing such equity and any side letter relating thereto), and rights (including under Section 11(n) of the Employment Agreement) to indemnity, advancement of legal fees and coverage under the Company’s directors and officers insurance policies and rights under Section 12 of the Employment Agreement.

3.Acknowledgment of Waiver of Claims under ADEA.  Employee understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.  Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement.  Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.  Employee further understands and acknowledges that he has been advised by this writing that:  (a) he should consult with an attorney prior to executing this Agreement; (b) he has at least 21 days within which to consider this Agreement; (c) he has 7 days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.  In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

4.Severability.  In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

5.No Oral Modification.  This Agreement may only be amended in a writing signed by Employee, a duly authorized officer of the Company and a duly authorized officer of Parent.

6.Governing Law; Dispute Resolution.  This Agreement shall be subject to the provisions of Sections 11(a) and 11(i) of the Employment Agreement.

7.Effective Date.  If Employee has attained or is over the age of 40 as of the date of Employee’s termination of employment, then the Employee has seven days after he signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by the Employee before that date (the “Effective Date”).

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8.Voluntary Execution of Agreement.  Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company, Parent or any third party, with the full intent of releasing all of his claims against the Company, Parent and any of the other Releasees.  Employee acknowledges that:  (a) he has read this Agreement; (b) he has not relied upon any representations or statements made by the Company or Parent that are not specifically set forth in this Agreement; (c) he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) he understands the terms and consequences of this Agreement and of the releases it contains; and (e) he is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

Dated:	COMPANY (or any successor thereto)
	By:
	Name:
	Title:
Dated:	PARENT (or any successor thereto)
	By:
	Name:
	Title:
Dated:	EXECUTIVE
	By:
	Name:	Jeffrey Nagel

26

EXHIBIT D

Form of Company Indemnification Agreement

27

EXHIBIT E

Form of Parent Indemnification Agreement

28

EX-10.18

EXHIBIT 10.18

DIRECTOR INDEMNIFICATION AGREEMENT

This Director Indemnification Agreement (“Agreement”) is made as of November 30, 2010 by and between NBTY, Inc., a Delaware corporation (the “Company”), and                          (“Indemnitee”).

RECITALS:

WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, highly competent persons have become more reluctant to serve as directors or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, (i) the Amended and Restated Certificate of Incorporation of the Company (as may be amended from time to time, the “Certificate of Incorporation”) and the Second Amended and Restated Bylaws of the Company (as may be amended from time to time, the “Bylaws”) require indemnification of the officers and directors of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Certificate of Incorporation, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder, and

WHEREAS, (i) Indemnitee does not regard the protection available under the Certificate of Incorporation, Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Definitions.   (a) As used in this Agreement:

“Affiliate” of any specified Person shall mean any other Person controlling, controlled by or under common control with such specified Person.

“Corporate Status” describes the Indemnitee’s past, present or future status as a director, officer, fiduciary, trustee, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise at which such person is or was serving at the request of the Company.

“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, fiduciary or trustee.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all reasonable direct and indirect costs, expenses, fees and charges (including without limitation attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding.  Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of respect of or relating to, any Proceeding, including without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 11(d) only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing.

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

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“Liabilities” means (i) all claims, liabilities, damages, losses, judgments (including pre- and post-judgment interest), orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.

“Proceeding” shall mean any actual, threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened, pending or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought by or in the name or right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any actual or alleged action taken by Indemnitee or of any inaction on Indemnitee’s part while acting by reason of Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

“Sponsor Entities” means (i) Carlyle Partners V, L.P., a Delaware limited partnership, (ii) Carlyle Partners V-A, L.P., a Delaware limited partnership, (iii) CP V Coinvestment A, L.P., a Delaware limited partnership, (iv) CP V Coinvestment B, L.P., a Delaware limited partnership, (v) CEP III Participations, SARL SICAR, a Luxembourg SARL, and (vi) any other investment fund or related management company or general partner that is an Affiliate of the entities described in clauses (i)-(v) hereof, provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, fiduciary, trustee, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, fiduciary, trustee, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 2.Indemnity in Third-Party Proceedings.  The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the name or right of the Company to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, in the

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case of a criminal proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 3.Indemnity in Proceedings by or in the Right of the Company.   The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the name or right of the Company to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 4.Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, to the fullest extent permitted by applicable law, to the extent that (i) Indemnitee is a party to (or a participant in) any Proceeding, (ii) the Company is not permitted by applicable law to indemnify Indemnitee with respect to any claim brought in such proceeding if such claim is asserted successfully against Indemnitee and (iii) Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise (including settlement thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.Indemnification For Expenses as a Witness.  Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Liabilities and Expenses suffered or incurred by him or on his behalf in connection therewith.

Section 6.Additional Indemnification.  Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:

(a)to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

(b)to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

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Section 7.Advancement of Expenses.  In accordance with the pre-existing requirement of Article Tenth of the Certificate of Incorporation, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made no later than ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest free.  Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  Advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.  The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay such advances if and to the extent that it is ultimately determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company.

Section 8.Procedure for Notification and Defense of Claim.

(a)Indemnitee shall notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof.  The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding.  To obtain indemnification and/or advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such action, suit or proceeding.  Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification or advancement of Expenses, advise the Board in writing that Indemnitee has made such a request.

(b)In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed) to represent Indemnitee with respect to such Proceeding, at the sole expense of the Company, or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so.  If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense.  Such legal counsel may represent both Indemnitee and the Company (and/or any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is an actual or potential conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company

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(or any such other party or parties).  Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense.  The party having responsibility for defense of a Proceeding shall provide the other party and its counsel with all copies of pleadings and material correspondence relating to the Proceeding.  Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof.  Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.  The Company may not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, effect any settlement of any Proceeding against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee.

Section 9.Procedure Upon Application for Indemnification.

(a)Upon written request by Indemnitee for indemnification pursuant to Section 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof.  If any determination by the Company is required by applicable law with respect to Indemnitee’s ultimate entitlement to indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, in any manner permitted by the DGCL, subject to Section 9(c).  Any decision that a determination is required by law, and any such determination, shall be made within forty-five (45) days after receipt of Indemnitee’s written request for indemnification pursuant to this Agreement.  Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.  The Company will not deny any written request for indemnification hereunder by Indemnitee unless an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 9(a) has been made.  The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements.

(b)In the event any determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a timely objection, the person so selected shall act as Independent Counsel.  If a written objection

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is so made by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.  If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section  9(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay Liabilities and advance Expenses with respect to such Proceeding the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

Section 10.Presumptions and Effect of Certain Proceedings.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not

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(except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d)Effect of Settlement.  To the greatest extent permitted by law, settlement of any Proceeding without any finding of responsibility, wrongdoing or guilt on the part of the Indemnitee with respect to claims asserted in such Proceeding shall constitute a conclusive determination that Indemnitee is entitled to indemnification hereunder with respect to such Proceeding.

(e)Reliance as Safe Harbor.  For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, boards (or committees thereof) of the Enterprise in the course of their duties, or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert or adviser selected with reasonable care by the Enterprise.  The provisions of this Section 10(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(f)Actions of Others.  The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 11.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(a) of this Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the second to last sentence of Section 9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefore, (v) payment of indemnification pursuant to Section 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration

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commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a prohibition of such indemnification under applicable law.

(d)The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.  It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement, any other agreement, the Certificate of Incorporation or Bylaws of the Company as now or hereafter in effect, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Section 12.Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the Bylaws and/or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom

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or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).  The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnification Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, any Sponsor Entity) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases (1) any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company hereunder; and (2) any right to participate in any claim or remedy of Indemnitee against any Sponsor Entity (or former Sponsor Entity), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Sponsor Entity (or former Sponsor Entity), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.  In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement.  In no event will payment of an Indemnity Obligation of the Company under this Agreement by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).  Any indemnification and/or insurance or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation to provide indemnification and/or insurance or advance Expenses of any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or advancement of Expenses pursuant to this Agreement.

(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.  If, at the time of the receipt of a notice of a

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claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(d)In the event of any payment under this Agreement, the Company shall not be subrogated to and hereby waives any rights to be subrogated to any rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated (including, without limitation, any Sponsor Entity) as well as any rights to contribution that might otherwise exist; provided, however, that the Company shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of the Company or any of its subsidiaries.

(e)The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.

Section 13.Duration of Agreement; Not Employment Contract.  This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or any other Enterprise and (ii) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.  This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.  This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or the Enterprise) and Indemnitee.  Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, and Bylaws, and the DGCL.

Section 14.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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Section 15.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 16.Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto.  Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 17.Notices.All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b)If to the Company to

2100 Smithtown Avenue

Ronkonkoma, NY 11779
Attention:  Irene B. Fisher
Fax Number: 631-218-7341

or to any other address as may have been furnished to Indemnitee by the Company.

Section 18.Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and

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its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 19.Applicable Law and Consent to Jurisdiction.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Chancery Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Chancery Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum.

Section 20.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 21.Third-Party Beneficiaries.  The Sponsor Entities are intended third-party beneficiaries of this Agreement.

Section 22.Miscellaneous.    Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

NBTY, INC.	INDEMNITEE
By:
Name:	Name:
Office:	Address:

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EX-10.19

EXHIBIT 10.19

EQUITY INCENTIVE PLAN
 OF
ALPHABET HOLDING COMPANY, INC.

Alphabet Holding Company, Inc. hereby adopts this Equity Incentive Plan of Alphabet Holding Company, Inc. (the “Plan”).  The purposes of this Plan are as follows:

(1)           To further the growth, development and financial success of the Company and its Subsidiaries (as defined herein), by providing additional incentives to employees, consultants and directors of the Company and its Subsidiaries who have been or will be given responsibility for the management or administration of the Company’s (or one of its Subsidiaries’) business affairs, by assisting them to become owners of Common Stock (as defined herein), thereby benefiting directly from the growth, development and financial success of the Company and its Subsidiaries.

(2)           To enable the Company (and its Subsidiaries) to obtain and retain the services of the type of professional, technical and managerial employees, consultants and directors considered essential to the long-range success of the Company (and its Subsidiaries) by providing and offering them an opportunity to become owners of Common Stock pursuant to the exercise of Options (as defined herein) (including in the case of employees, Options that are intended to qualify as “incentive stock options” under Section 422 of the Code), the grant of restricted stock or restricted stock units or an offer to purchase shares of Common Stock.

ARTICLE I.
DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary.  The singular pronoun shall include the plural where the context so indicates.

Section 1.1       280G Regulations.  “280G Regulations” means the regulation codified at 26 C.F.R. § 1.280G-1.

Section 1.2       “Administrator” shall mean the Board or any of its Committees as shall be administering the Plan in accordance with Article VII hereof.

Section 1.3       “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where “control” shall have the meaning given to such term under Rule 405 of the Securities Act.  For the purposes of this Plan, Affiliates of the Company shall include all Principal Stockholders.

Section 1.4       “Applicable Laws” shall mean the requirements relating to the administration of stock option, restricted stock, and restricted stock unit plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other

1

country or jurisdiction where Options, Restricted Stock or Restricted Stock Units are granted under the Plan.

Section 1.5       “Award” shall mean an Option, a Stock Purchase Right, a Restricted Stock award or a Restricted Stock Unit award granted to a Participant pursuant to the Plan.

Section 1.6       “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

Section 1.7       “Board” shall mean the Board of Directors of the Company.

Section 1.8       “Cause” shall mean,

(a)   the Board’s determination that the Service Provider failed to substantially perform his or her duties (other than any such failure resulting from the Service Provider’s Disability) which is not remedied within ten days after receipt of written notice from the Company specifying such failure;

(b)   the Board’s determination that the Service Provider failed to carry out, or comply with any lawful and reasonable directive of the Board or the Service Provider’s immediate supervisor, which is not remedied within ten days after receipt of written notice from the Company specifying such failure;

(c)   the Service Provider’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, indictable offence or crime involving moral turpitude;

(d)   the Service Provider’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its Affiliate’s) premises or while performing the Service Provider’s duties and responsibilities; or

(e)   the Service Provider’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or material breach of fiduciary duty against the Company or any of its Affiliates.

Notwithstanding the foregoing, if the Service Provider is party to a written employment or consulting agreement with the Company (or its Subsidiary) which defines cause, then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.

Section 1.9       “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.10     “Committee” shall mean a committee of Directors or other individuals satisfying Applicable Laws, who are appointed by the Board in accordance with Article VII hereof.

Section 1.11     “Common Stock” shall mean the Class B common stock, par value $0.01 per share, of the Company and such other class of stock into which such common stock is hereafter converted or exchanged, and solely with respect to Awards granted or issued on or

2

prior to December 31, 2010, “Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company and such other class of stock into which such common stock is hereafter converted or exchanged.

Section 1.12     “Company” shall mean Alphabet Holding Company, Inc., a Delaware corporation, and any successor.

Section 1.13     “Consultant” shall mean any Person who is engaged by the Company or any of its Subsidiaries to render consulting or advisory services to such entity.

Section 1.14     “Corporate Event” shall mean, as determined by the Administrator in its sole discretion, any transaction or event described in Section 8.1(a) or any unusual or nonrecurring transaction or event affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any of its Subsidiaries, or changes in applicable laws, regulations, or accounting principles (including, without limitation, a recapitalization of the Company).

Section 1.15     “Director” shall mean a member of the Board or a member of the Board of Directors of any Subsidiary of the Company.

Section 1.16     “Disability” shall mean “disability,” as such term is defined in Section 22(e)(3) of the Code.

Section 1.17     “Eligible Representative” for a Participant shall mean such Participant’s personal representative or such other person as is empowered under the deceased Participant’s will, trust(s), LLC(s) or the then applicable laws of descent and distribution to represent the Participant or his or her beneficiaries hereunder.

Section 1.18     “Employee” shall mean any employee (as defined in accordance with the regulations and revenue rulings then applicable under Section 3401(c) of the Code) of the Company or one of its Subsidiaries, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan.  A Service Provider shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, any of its Subsidiaries, or any successor.  For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.

Section 1.19     “Equity Restructuring” shall mean, as determined by the Administrator in its sole discretion, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

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Section 1.20     “Exchange Act” shall mean, the Securities Exchange Act of 1934, as amended.

Section 1.21     “Fair Market Value” of a share of Common Stock as of a given date shall be:

(a)   If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for a share of such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)   If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share of the Common Stock on the day of determination; or

(c)   In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

Section 1.22     “Incentive Stock Option” shall mean an Option which qualifies under Section 422 of the Code and is designated as an Incentive Stock Option by the Administrator.

Section 1.23     “Independent Director” shall mean a member of the Board or a member of the Board of Directors of any Subsidiary of the Company who is not an Employee of the Company or any of its Subsidiaries.

Section 1.24     “Non-Qualified Stock Option” shall mean an Option which is not an “incentive stock option” under Section 422 of the Code and shall include an Option which is designated as a Non-Qualified Stock Option by the Administrator.

Section 1.25     “Officer” shall mean an officer of the Company, as defined in Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the future.

Section 1.26     “Option” shall mean an option granted under the Plan to purchase Common Stock.  The term “Option” includes both an Incentive Stock Option and a Non-Qualified Stock Option.

Section 1.27     “Option Price” shall have the meaning set forth in Section 4.3.

Section 1.28     “Optionee” shall mean a Service Provider to whom an Option is granted under the Plan.

Section 1.29     “Participant” shall mean any Service Provider who has been granted an Award pursuant to the Plan.

Section 1.30     “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.

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Section 1.31     “Plan” shall have the meaning set forth in the Recitals hereto.

Section 1.32     “Principal Stockholders” shall mean (i) Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, and CEP III Participations, SARL SICAR, and (ii) any of their Affiliates to which (a) any of the Principal Stockholders identified in clause (i) or any other Person transfers common stock of the Company or (b) the Company issues its common stock.

Section 1.33     “Restricted Stock” shall mean an Award granted pursuant to Section 6.1.

Section 1.34     “Restricted Stock Unit” shall mean an Award granted pursuant to Section 6.2.

Section 1.35     “Secretary” shall mean the Secretary of the Company.

Section 1.36     “Securities Act” shall mean the Securities Act of 1933, as amended.

Section 1.37     “Service Provider” shall mean an Employee, Consultant or Director.

Section 1.38     “Share” shall mean a share of Common Stock.

Section 1.39     “Stock Purchase Right” shall mean an Award granted pursuant to Section 3.4.

Section 1.40     “Stockholders Agreement” shall mean that certain agreement by and between each Participant, the Principal Stockholders, the Company and other parties thereto, which contains certain restrictions and limitations applicable to Options, the Shares acquired upon Option exercise, grant of Restricted Stock, settlement of a Restricted Stock Unit or the purchase of Common Stock pursuant to a Stock Purchase Right, as may be amended from time to time.  If the Participant is not a party to a Stockholders Agreement at the time of grant of Restricted Stock, purchase of Common Stock pursuant to a Stock Purchase Right, settlement of a Restricted Stock Unit or exercise of the Option (or any portion thereof), the grant of Restricted Stock, purchase of Common Stock pursuant to a Stock Purchase Right, settlement of a Restricted Stock Unit or, as applicable, the exercise of the Option shall be subject to the condition that the Participant enter into the Stockholders Agreement with the Company in the form provided to the Participant by the Company.

Section 1.41     “Subsidiary” of any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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ARTICLE II.
SHARES SUBJECT TO PLAN

Section 2.1       Shares Subject to Plan

(a)   Subject to Section 8.1, the aggregate number of Shares which may be issued under this Plan is as follows: 50,268 shares of the Class A common stock, par value $0.01 per share, of the Company, shall be available for issuance, and 148,404 shares of the Class B common stock, par value $0.01 per share, of the Company, shall be available for issuance.  The Shares may be authorized but unissued, or reacquired Common Stock.

(b)   To the extent that an Award terminates, is forfeited, is repurchased, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan; provided, however, vested Shares that are repurchased after being issued from the Plan shall not be available for future issuance under the Plan.  Additionally, any Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an Award pursuant to the Plan.  In addition, notwithstanding anything to the contrary herein, beginning on and following December 31, 2010, no additional Award may be granted in respect of the Company’s Class A common stock, par value $0.01 per share.  To the extent permitted by Applicable Law, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any of its Subsidiaries shall not be counted against Shares available for grant pursuant to this Plan.

ARTICLE III.

GRANTING OF OPTIONS AND SALE OF COMMON STOCK

Section 3.1       Eligibility. Non-Qualified Stock Options may be granted to Service Providers.  Subject to Section 3.2, Incentive Stock Options may only be granted to Employees.

Section 3.2       Qualification of Incentive Stock Options. No Employee may be granted an Incentive Stock Option under the Plan if such Employee, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary of the Company or “parent corporation” (within the meaning of Section 424(e) of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.

Section 3.3       Granting of Options to Service Providers

(a)   The Administrator may from time to time:

(i)            Select from among the Service Providers (including those to whom Options have been previously granted under the Plan) such of them as in its opinion should be granted Options;

(ii)           Determine the number of Shares to be subject to such Options granted to such Service Provider, and determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and

(iii)          Determine the terms and conditions of such Options, consistent with the Plan.

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(b)   Upon the selection of a Service Provider to be granted an Option pursuant to subsection (a), the Administrator shall instruct the Secretary or another authorized Officer to issue such Option and may impose such conditions on the grant of such Option as it deems appropriate.  Without limiting the generality of the preceding sentence, the Administrator may, subject to applicable securities laws, require as a condition to the grant of an Option to a Service Provider that the Service Provider surrender for cancellation all or a portion of the unexercised Options which have previously been granted to him or her.  An Option the grant of which is conditioned upon such surrender may have an Option exercise price lower (or higher) than the Option exercise price of the surrendered Option, may cover the same (or a lesser or greater) number of Shares as the surrendered Option, may contain such other terms as the Administrator deems appropriate and shall be exercisable in accordance with its terms, without regard to the number of Shares, price, period of exercisability or any other term or condition of the surrendered Option.  Subject to Section 8.3 of the Plan, any Incentive Stock Option granted under the Plan may be modified by the Administrator, without the consent of the Optionee, even if such modification would result in the disqualification of such Option as an “incentive stock option” under Section 422 of the Code.

Section 3.4     Sale of Common Stock to Service Providers

The Administrator, acting in its sole discretion, may from time to time designate one or more Service Providers to whom an offer to sell Shares shall be made and the terms and conditions thereof, provided, however, that the price per Share shall not be less than the Fair Market Value thereof on the date any such offer is accepted.  Each Share sold to a Service Provider under this Section 3.4 shall be evidenced by a written stock purchase agreement in a form approved by an authorized Officer of the Company, which shall contain terms consistent with the terms hereof.  Any Common Stock sold under this Section 3.4 shall be subject to the same limitations, restrictions and administration hereunder as would apply to any Common Stock issued pursuant to the exercise of an Option under this Plan including, but not limited to, conditions and restrictions set forth in Section 5.5 hereunder.  Shares acquired pursuant to this Section 3.4 shall also be subject to the terms and conditions of a Stockholders Agreement.

ARTICLE IV.
TERMS OF OPTIONS

Section 4.1       Award Agreement.  Each Option shall be evidenced by a written Award Agreement (“Award Agreement”), which shall be executed by the Optionee and an authorized Officer and which shall contain such terms and conditions as the Administrator shall determine, consistent with the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” under Section 422 of the Code.

Section 4.2       Exercisability and Vesting of Options

(a)   Each Option shall become exercisable according to the terms of the applicable Award Agreement; provided, however, that by a resolution adopted after an Option is granted the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the time at which such Option or any portion thereof may be exercised.

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(b)   Except as otherwise provided in the applicable Award Agreement or as determined by the Administrator, no portion of an Option which is unexercisable on the date that an Optionee incurs a termination of service as a Service Provider shall thereafter become exercisable.

(c)   The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options are first exercisable by a Service Provider in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision.  To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.

Section 4.3       Option Price. The per Share purchase price of the Shares subject to each Option (the “Option Price”) shall be set by the Administrator and shall be not less than 100% of the Fair Market Value of such Shares on the date such Option is granted.  With respect to Incentive Stock Options, in the case of an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, the Option Price shall not be less than 110% of the Fair Market Value of such Shares on the date such Incentive Stock Option is granted.

Section 4.4       Expiration of Options

No Option may be exercised to any extent by anyone after the first to occur of the following events:

(a)   The expiration of ten years from the date the Option was granted; or

(b)   With respect to an Incentive Stock Option in the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary, the expiration of five years from the date the Incentive Stock Option was granted.

ARTICLE V.
EXERCISE OF OPTIONS

Section 5.1       Person Eligible to Exercise.  During the lifetime of the Optionee, only he or she may exercise an Option (or any portion thereof granted to him or her); provided, however, that the Optionee’s Eligible Representative may exercise his or her Option during the period of the Optionee’s Disability.  After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her Eligible Representative.

Section 5.2       Partial Exercise.  At any time and from time to time prior to the time when the Option becomes unexercisable under the Plan or the applicable Award Agreement, the exercisable portion of an Option may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional Shares and the Administrator may, by the

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terms of the Option, require any partial exercise to exceed a specified minimum number of Shares.

Section 5.3       Manner of Exercise.  An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of all of the following prior to the time when such Option or such portion becomes unexercisable under the Plan or the applicable Award Agreement:

(a)   Subject to any conditions that may be imposed by the Administrator, notice in writing signed by the Optionee or his or her Eligible Representative, stating that such Option or portion is exercised, and specifically stating the number of Shares with respect to which the Option is being exercised;

(b)   A copy of the Stockholders Agreement signed by the Optionee or Eligible Representative, as applicable;

(c)   Full payment (in cash (through wire transfer only) or by personal, certified, or bank cashier check) of the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; or

(i)            With the consent of the Administrator or except as otherwise set forth under the applicable Award Agreement, (A) Shares owned by the Optionee duly endorsed for transfer to the Company; or (B) Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; or

(ii)           With the consent of the Administrator, any form of payment permitted by Applicable Laws and any combination of the foregoing methods of payment;

(d)   The payment to the Company (in cash or by personal, certified or bank cashier check or by any other means of payment approved by the Administrator) of all minimum amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option;

(e)   Such representations and documents as the Administrator deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations.  The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and

(f)    In the event that the Option or portion thereof shall be exercised as permitted under Section 5.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Section 5.4       Optionee Representations. The Administrator, in its sole discretion, may require an Optionee to make certain representations or acknowledgements, on or prior to the purchase of any Shares pursuant to any Option granted under this Plan, in respect thereof

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including, without limitation, that the Optionee is acquiring the Shares for an investment purpose and not for resale, and, if the Optionee is an Affiliate, additional acknowledgements regarding when and to what extent any transfers of such Shares may occur.

Section 5.5       Conditions to Issuance of Stock Certificates. The Shares issuable and deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company, subject to Section 2.1(b).  A certificate of Shares will be delivered to the Optionee at the Company’s principal place of business as soon as practicable after the Option is properly exercised or the Company may, in the Administrator’s discretion, retain physical possession of the certificate until such time as the Administrator deems appropriate.  Notwithstanding the above, the Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:

(a)   The admission of such Shares to listing on any and all stock exchanges on which such class of stock is then listed;

(b)   The completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator shall, in its sole discretion, deem necessary or advisable;

(c)   The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable; and

(d)   The payment to the Company (or its Subsidiary, as applicable) of all amounts which it is required to withhold under applicable law in connection with the exercise of the Option.

The Administrator shall not have any liability to any Optionee for any delay in the delivery of Shares to be issued upon an Optionee’s exercise of an Option.

Section 5.6       Rights as Stockholders. The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of an Option unless and until such holder has signed a Stockholders Agreement provided by the Administrator and certificates representing such Shares have been issued by the Company to such holder or an appropriate book entry has been made.

Section 5.7       Transfer Restrictions.  Shares acquired upon exercise of an Option shall be subject to the terms and conditions of a Stockholders Agreement.  In addition, the Administrator, in its sole discretion, may impose further restrictions on the transferability of the shares purchasable upon the exercise of an Option as it deems appropriate.  Any such restriction shall be set forth in the respective Award Agreement and may be referred to on the certificates evidencing such shares.  The Administrator may require the Employee to give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Stock Option,

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within two years from the date of granting such Option or one year after the transfer of such Shares to such Employee.  The Administrator may direct that the certificates evidencing Shares acquired by exercise of an Incentive Stock Option refer to such requirement.

ARTICLE VI.
RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS

Section 6.1       Restricted Stock.

(a)   Grant of Restricted Stock.  The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.  All Awards of Restricted Stock shall be evidenced by an Award Agreement.

(b)   Issuance and Restrictions.  Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock).  These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.

(c)   Forfeiture.  Except as otherwise determined by the Administrator at the time of the grant of the Award or thereafter, upon the holder of Restricted Stock incurring a termination of service as a Service Provider during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however, that, the Administrator may (i) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations of service resulting from specified causes and (ii) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.

(d)   Certificates for Restricted Stock.  Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine.  If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

Section 6.2       Restricted Stock Units.  The Administrator is authorized to make Awards of Restricted Stock Units to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.  At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.  At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee.  On the maturity date, the Company shall, subject to the terms of this Plan,  transfer to the Participant one Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited.  The

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Administrator shall specify the purchase price, if any, to be paid by the grantee to the Company for such Shares.

ARTICLE VII.
ADMINISTRATION

Section 7.1       Administrator. The Plan shall be administered by the Board or an Administrator appointed by the Board, which Administrator shall be constituted to comply with Applicable Laws.

Section 7.2       Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Administrator, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(a)   to determine the Fair Market Value;

(b)   to determine the type or types of Awards to be granted to each Service Provider;

(c)   to select the Service Providers to whom Awards may from time to time be granted hereunder;

(d)   to determine all matters and questions related to the termination of service of a Service Provider with respect to any Award granted to him or her hereunder, including, but not by way of limitation, all questions of whether a particular Service Provider has taken a leave of absence, all questions of whether a leave of absence taken by a particular Service Provider constitutes a termination of service, and all questions of whether a termination of service of a particular Service Provider resulted from discharge for Cause.  For the purpose of clarification, the Board shall be the Administrator of any Award granted to Independent Directors hereunder, and the Board will therefore determine all matters and questions related to the termination of an Independent Director as a Service Provider with respect to any Award granted to him or her hereunder;

(e)   to determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(f)    to approve forms of agreement for use under the Plan, which need not be identical for each Service Provider;

(g)   to determine the terms and conditions of any Awards granted hereunder (including, but not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Awards or the Common Stock relating thereto) based in each case on such factors as the Administrator, in its sole discretion, shall determine;

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(h)   to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(i)    to determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise or purchase price of an Award may be paid in, cash, Common Stock, other Awards, or other property, or an Award may be canceled, forfeited or surrendered;

(j)    to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; and

(k)   to make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

Section 7.3       Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Service Providers.

Section 7.4       Compensation, Professional Assistance, Good Faith Actions.  The Administrator may receive such compensation for its services hereunder as may be determined by the Board.  All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company.  The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons.  The Administrator, the Company and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations and determinations made by the Administrator, in good faith shall be final and binding upon all Participants, the Company and all other interested persons.  The Administrator shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator shall be fully protected by the Company in respect to any such action, determination or interpretation.

ARTICLE VIII.
OTHER PROVISIONS

Section 8.1       Changes in Common Stock; Disposition of Assets and Corporate Events

(a)   In the event that the Administrator determines that any recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, acquisition, disposition, extraordinary dividend, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or any disposition of all or substantially all of the capital stock or assets of the Company (including, but not limited to, a Liquidity Event or Change in Control (as such terms may be defined in any Award Agreement)), exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, the acquisition or disposition of any material assets or business or other similar corporate transaction or event, which, in the Administrator’s sole discretion, affects the Common Stock such that an adjustment to the Awards or Plan is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to

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an Award, then the Administrator may, in such manner as it may deem equitable, adjust any or all of:

(i)            The number and kind of Shares (or other securities or property) with respect to which an Award may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued);

(ii)           The number and kind of Shares (or other securities or property) subject to outstanding Awards;

(iii)          The grant or exercise price per Share for any outstanding Awards under the Plan; and

(iv)          The terms and conditions of any outstanding Awards (including, without limitation, any applicable financial or other performance “targets” specified in each Award Agreement).

(b)   Upon the occurrence of a Corporate Event, the Administrator, in its sole discretion, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under this Plan, (y) facilitate such Corporate Event or (z) give effect to such changes in laws, regulations or accounting principles:

(i)            In its sole discretion, and on such terms and conditions as it deems appropriate, the Administrator may provide, either by the terms of the applicable Award Agreement or by action taken prior to the occurrence of such Corporate Event, and either automatically or upon the Participant’s request, for either (A) the cancellation of any outstanding Award for an amount of cash, securities, or other property equal to the amount that could have been attained upon the exercise of the portion of such Award that was vested and exercisable (and such additional portion of the Award as the Administrator may determine) immediately prior to the occurrence of such Corporate Event or (B) the replacement of such vested (and other) portion of such Award with other rights or property selected by the Administrator in its sole discretion;

(ii)           In its sole discretion, the Administrator may provide, either by the terms of the applicable Award Agreement or by action taken prior to the occurrence of such Corporate Event, that the Award (or any portion thereof) will terminate upon the occurrence of such Corporate Event and cannot vest, be exercised or become payable after such Corporate Event;

(iii)          In its sole discretion, and on such terms and conditions as it deems appropriate, the Administrator may provide, either by the terms of the applicable Award Agreement or by action taken prior to the occurrence of such Corporate Event, that for a specified period of time prior to such Corporate Event, such Award shall be exercisable as to all Shares covered thereby or a specified portion of such Shares, notwithstanding anything to the contrary in (A) Section 4.2 or (B) the provisions of the applicable Award Agreement;

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(iv)          In its sole discretion, and on such terms and conditions as it deems appropriate, the Administrator may provide, either by the terms of the applicable Award Agreement or by action taken prior to the occurrence of such Corporate Event, that upon such Corporate Event, such Award (or any portion thereof) be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or Awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and

(v)           In its sole discretion, and on such terms and conditions as it deems appropriate, the Administrator may make adjustments in the number and type of Shares (or other securities or property) subject to the Plan and outstanding Awards (or any portion thereof) and/or in the terms and conditions of (including the exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future.

For the avoidance of doubt, in taking any of the actions permitted under this subsection (b), the Administrator shall not be obliged to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

(c)   In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 8.1(a) and 8.1(b), the Administrator will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of securities subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, the grant of new Awards to Participants, and/or the making of a cash payment to Participants, as the Administrator deems appropriate to reflect such Equity Restructuring.  The adjustments provided under this Section 8.1(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company; provided that whether an adjustment is equitable shall be determined in the discretion of the Administrator.

(d)   The Administrator may, in its sole discretion, include such further provisions and limitations in any Award Agreement or Stockholders Agreement as it may deem equitable and in the best interests of the Company and its Subsidiaries.

(e)   To the extent required by the terms of an Award Agreement, the Company shall notify the Participant prior to the date of a Corporate Event.

Section 8.2       Awards Not Transferable.  Unless otherwise agreed to in writing by the Administrator, no Award or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 8.2 shall prevent transfers by will or by the applicable laws of descent and distribution.

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Section 8.3       Amendment, Suspension or Termination of the Plan or Award Agreements

(a)   The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator.  However, without stockholder approval or ratification within 12 months before or after such action, no action of the Administrator may, except as provided in Section 8.1, increase any limit imposed in Section 2.1 on the maximum number of Shares which may be issued on exercise of Options under the Plan or extend the limit imposed in this Section 8.3 on the period during which Awards may be granted.

(b)   Except as provided by Section 8.1, neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Award, adversely alter or impair any rights or obligations under any Award theretofore granted.  Except as provided by Section 8.1, notwithstanding the foregoing, the Administrator at any time, and from time to time, may amend the terms of any one or more existing Award Agreements, provided however, that the rights of a Participant under an Award Agreement shall not be adversely impaired without the Participant’s written consent.  The Company shall provide a Participant with notice of any amendment made to such Participant’s existing Award Agreement in accordance with the terms of this Section 8.3(b).

(c)   No Award may be granted during any period of suspension nor after termination of the Plan, and in no event may any Award be granted under this Plan after the expiration of ten years from the date the Plan is adopted by the Board.

Section 8.4       Stockholder Approval.

(a)   Except as otherwise provided in subsection (b) below, in the event that it shall be determined that any right to receive an Award, payment or other benefit under this Plan (including, without limitation, the acceleration of the vesting and/or exercisability of an Award and taking into account the effect of this Section) to or for the benefit of the Participant (the “Payments”), would not be deductible, in whole or part when aggregated with any other right, payment or benefit to or for the Participant under all other agreements or benefit plans of the Company, by the Company or the Person making such payment or distribution or providing such right or benefit as a result of Section 280G of the Code, then, to the extent necessary to make the Payments deductible to the maximum extent possible (but only to such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, arrangement or agreement), the Award held by the Participant or any other right, payment or benefit under this Plan shall not become exercisable, vested or paid.  For purposes of determining whether any of the Payments would not be deductible as a result of Section 280G of the Code and the amount of such disallowed deduction, all Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as nondeductible, unless and except to the extent that in the opinion of a nationally recognized accounting firm selected by the Company (the “Accountants”), such Payments (in whole or in part) either do not constitute “parachute payments,” including by reason of Section 280G(b)(4) of the Code, or are otherwise not subject to disallowance as a deduction.  All determinations required to be made under this subsection (a), including whether and which of the Payments are required to be reduced, the amount of such reduction and the assumptions to be utilized in arriving at such determination, shall be made by the Accountants,

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provided that such determinations shall be based upon “substantial authority” within the meaning of Section 6662 of the Code.

(b)   Notwithstanding any other provision of this Plan, the provisions of subsection (a) above shall not apply to reduce the Payments if the Payments that would otherwise be nondeductible under Section 280G of the Code are disclosed to and approved by the Company’s stockholders in accordance with Section 280G(b)(5)(B) of the Code and the 280G Regulations.

(c)   The Company shall use its commercially reasonable best efforts to prepare and deliver to its stockholders the disclosure required by Section 280G(b)(5)(B) of the Code with respect to the Payments and to obtain the approval of the Company’s stockholders pursuant to subsection (b) above.

Section 8.5       Effect of Plan Upon Other Award and Compensation Plans.  The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Subsidiaries.  Nothing in this Plan shall be construed to limit the right of the Company or any of its Subsidiaries (a) to establish any other forms of incentives or compensation for Service Providers or (b) to grant or assume options or restricted stock otherwise than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options or restricted stock in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.

Section 8.6       At-Will Employment.  Nothing in the Plan, the Stockholders Agreement or any Award Agreement hereunder shall confer upon the Participant any right to continue as a Service Provider for the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written employment agreement between the Participant and the Company or any of its Subsidiaries.

Section 8.7       Stockholder Approval.  Unless determined otherwise by the Administrator, this Plan will be submitted for the approval of the Company’s stockholders within twelve months of the date of the Board’s initial adoption of this Plan.

Section 8.8       Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 8.9       Conformity to Securities Laws. The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any of its Subsidiaries or any Participant is subject to the provisions thereof.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and Awards shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and Awards granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

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Section 8.10     Governing Law.  To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware.

Section 8.11     Severability.  In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.

Section 8.12     Governing Documents.  In the event of any contradiction between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any Subsidiary of the Company that has been approved by the Administrator, the terms of the Plan shall govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan shall not apply.

Section 8.13     Section 409A.  To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code.  To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of the Plan.  Notwithstanding any provision of the Plan to the contrary, in the event that following the adoption of the Plan, the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the adoption of the Plan), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

*   *   *   *   *   *   *

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EX-10.20

EXHIBIT 10.20

EQUITY INCENTIVE PLAN OF

ALPHABET HOLDING COMPANY, INC.

STOCK OPTION AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Equity Incentive Plan of Alphabet Holding Company, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).

You have been granted an Option to purchase Class A Common Stock (referred to in this Agreement as “Common Stock” or “Share”) of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Name of Optionee:	Jeffrey Nagel
Total Number of Shares
Subject to the Option:	49,468
Exercise Price per Share:	$500.00
Total Exercise Price on Grant Date:	$24,734,000
Grant Date:	December 6, 2010
Type of Option:	Nonqualified Stock Option
Final Expiration Date:	December 6, 2020

Vesting Schedule:	This Option will vest and become exercisable in accordance with the vesting schedule set forth in Appendix A, depending on the classification of the Option as follows:
	Time Options:	24,734 Shares Subject to the Option
	Performance Options:	24,734 Shares Subject to the Option

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Your signature below indicates your agreement and understanding that this Option is subject to all of the terms and conditions contained in the Agreement (including this Grant Notice, Appendix A to the Agreement, and the Plan).  ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

ALPHABET HOLDING COMPANY, INC.	OPTIONEE
By
Name:	Jeffrey Nagel
Title:

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APPENDIX A TO STOCK OPTION AGREEMENT

ARTICLE I.
GRANT OF OPTION

Section 1.1Grant of Option.  The Company hereby grants to the Optionee an Option to purchase any part or all of an aggregate of the Shares set forth in the Grant Notice pursuant to which this Appendix is attached, upon the terms and conditions set forth in the Plan and this Agreement (including the Grant Notice and this Appendix).  The Optionee hereby agrees that except as required by law, he or she will not disclose to any Person other than the Optionee’s spouse and/or tax or financial advisor (if any) the grant of the Option or any of the terms or provisions hereof without the prior approval of the Administrator.

Section 1.2Option Subject to Plan.  The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article V and Article VIII thereof.  Except as provided in Section 3.2, in the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail, provided that, except as provided by Section 8.1 of the Plan, neither the amendment, modification, suspension nor termination of this Agreement (including the Grant Notice) shall, without the consent of the Optionee, impair any rights or obligations under the Option.

Section 1.3Exercise Price.  The Exercise Price of the Shares covered by the Option shall be the Exercise Price per Share as set forth in the Grant Notice (without commission or other charge).

ARTICLE II.
VESTING SCHEDULE; EXERCISABILITY

Section 2.1Vesting and Exercisability of Time Options.

(a)Vesting.  Except as provided below, the Time Options shall become vested, so long as the Optionee remains continuously in service as a Service Provider, from the date hereof through each relevant date set forth below, as follows:

(i)20% of the Time Options shall become vested on the first anniversary of the Start Date;

(ii)20% of the Time Options shall become vested on the second anniversary of the Start Date;

(iii)20% of the Time Options shall become vested on the third anniversary of the Start Date;

(iv)20% of the Time Options shall become vested on the fourth anniversary of the Start Date; and

(v)20% of the Time Options shall become vested on the fifth anniversary of the Start Date.

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(b)Termination Vesting; Liquidity Event Vesting.

(i)In the event Optionee becomes entitled to receive severance payments pursuant to Section 4(b) of the Employment Agreement and Optionee executes and does not revoke the Release (as defined in the Employment Agreement), a pro-rata portion of unvested Time Options, if any, which are then outstanding shall become immediately vested, which pro-rata amount shall be determined by multiplying 4,946.80 by a fraction, the numerator of which is the number of days Optionee was a Service Provider during the period beginning on the day following the immediately preceding vesting date under Section 2.1(a) (or if no vesting date under Section 2.1(a) has occurred at such time, the Start Date) and ending on the Date of Termination (as defined in the Employment Agreement) and the denominator of which is 365.

(ii)If, following the date of a Change in Control, the Optionee becomes entitled to receive severance payments pursuant to Section 4(b) of the Employment Agreement and Optionee executes and does not revoke the Release (as defined in the Employment Agreement), any and all unvested Time Options shall become fully vested.

(iii)Any and all unvested Time Options shall become fully vested at the effective time of the first Liquidity Event.

(c)Discretionary Vesting.  The Administrator, in its sole discretion, may accelerate the vesting of any outstanding unvested portion of the Time Options that does not otherwise vest pursuant to this Section 2.1.

Section 2.2Vesting and Exercisability of Performance Options.

(a)Performance Based Vesting.  If, as of the effective date of the first Liquidity Event, the Administrator determines that the Internal Rate of Return is between 20% and 25%, then, so long as the Optionee remains continuously in service as a Service Provider through the date of such Liquidity Event, the portion of the Performance Options which shall be entitled to vest, at the effective time of such Liquidity Event, shall be as follows:

(i)20% of the Performance Options shall vest upon the achievement of an Internal Rate of Return that is equal to and not greater or less than 21.0%;

(ii)40% of the Performance Options shall vest upon the achievement of an Internal Rate of Return that is equal to and not greater or less than 22.0%;

(iii)60% of the Performance Options shall vest upon the achievement of an Internal Rate of Return that is equal to and not greater or less than 23.0%;

(iv)80% of the Performance Options shall vest upon the achievement of an Internal Rate of Return that is equal to and not greater or less than 24.0%;

(v)100% of the Performance Options shall vest upon the achievement of an Internal Rate of Return that is equal to and not greater or less than 25.0%; and

(vi)with respect to any portion of the Performance Options that does not vest pursuant to any of clauses (a)(i) through (a)(v) above, the Administrator shall use linear interpolation on a pro rata basis consistent with the vesting provisions contained in clauses (a)(i) through (a)(v) above to determine the portion of the Performance Options that shall vest and become exercisable, at the effective time of such Liquidity Event.

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For the avoidance of doubt, and notwithstanding anything herein to the contrary, no portion of the Performance Options shall vest if the Internal Rate of Return as of the effective time of such Liquidity Event is below 20%, and 100% of the Performance Options shall vest, at the effective time of such Liquidity Event, if the Internal Rate of Return as of such date is 25% or greater.

(b)Termination Vesting.  In the event (i) Optionee’s Date of Termination occurs on or following the date of the first Change in Control and prior to the date of the first Liquidity Event, (ii) Optionee becomes entitled to receive severance payments pursuant to Section 4(b) of the Employment Agreement, and (iii) Optionee executes and does not revoke the Release, the Performance Options shall remain outstanding and eligible to become vested pursuant to Section 2.2(a) until the earlier of (i) the Final Expiration Date, (ii) the effective time of the first Liquidity Event, and (iii) the second anniversary of the Date of Termination.  Any portion of the Performance Options that remains outstanding hereunder and does not become vested prior to the effective time of the first Liquidity Event shall be immediately forfeited on the earlier of (i) the Final Expiration Date, (ii) the effective time of the first Liquidity Event, and (iii) the second anniversary of the Date of Termination.  Notwithstanding Section 2.5, the portion of the Performance Option that becomes vested at the effective time of the first Liquidity Event, if any, shall be exercisable until the later of (x) the date ninety (90) days following the date of the first Liquidity Event, and (y) in the event an underwriter’s lock-up exists for more than sixty (60) days during such ninety (90) day period with respect to the Shares, thirty (30) days following the date the Shares are no longer subject to such lock-up; provided, that such vested portion of the Performance Option will terminate at the effective time of the Liquidity Event if (A) such vested portion of the Performance Option is terminated in accordance with Section 8.1(b)(i)(A) of the Plan or (B) Optionee receives fifteen (15) days advance written notice that such vested portion of the Performance Option will be terminated in connection with the Liquidity Event and that any vested portion may be exercised at the effective time of the Liquidity Event.

(c)Discretionary Vesting.  The Administrator, acting reasonably in its sole discretion, may accelerate the vesting of any outstanding unvested portion of the Performance Options that does not otherwise vest pursuant to this Section 2.2.

Section 2.3No Vesting of Options.  Notwithstanding anything to the contrary in this Agreement and except as provided in Section 2.2(b), any portion of the Option that has not become vested pursuant to Section 2.1 or 2.2 on or prior to the date of the Optionee’s termination of service as a Service Provider shall be forfeited and shall not thereafter become vested or exercisable.

Section 2.4Exercisability of the Option.   The Optionee shall not have the right to exercise the Option until the date the applicable portion of the Option becomes vested pursuant to Section 2.1 or 2.2.  The date that the applicable portion of the Option becomes exercisable is referred to herein as the “Exercise Commencement Date.”  Subject to Section 8.1 of the Plan, following the Exercise Commencement Date, the applicable portion of the Option shall remain exercisable until it becomes unexercisable under Section 2.5.  Once the Option becomes unexercisable, it shall be forfeited immediately.

Section 2.5Expiration of Option.

(a)Subject to the terms of the Plan, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

(i)The Final Expiration Date;

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(ii)Except for such longer period of time as the Administrator may otherwise approve, in the event of Optionee’s termination of service as a Service Provider for any reason other than Cause, death or Disability, one-hundred eighty (180) days following the date of the Optionee’s termination of service as a Service Provider;

(iii)Except as the Administrator may otherwise approve, the date that the Company terminates the Optionee’s service as a Service Provider for Cause; or

(iv)Except for such longer period of time as the Administrator may otherwise approve, twelve (12) months following the Optionee’s termination of service as a Service Provider by reason of the Optionee’s death or Disability.

(b)Notwithstanding Section 2.5(a)(ii), in the event (i) Optionee’s Date of Termination occurs prior to the date of the first Liquidity Event, (ii) Optionee becomes entitled to receive severance payments pursuant to Section 4(b) of the Employment Agreement, and (iii) Optionee executes and does not revoke the Release, Optionee may elect (the “Election”) by providing written notice to the Company, within the one-hundred eighty (180) day period following Optionee’s Date of Termination, to extend the exercise period of the portion of the Option which is outstanding and vested (the “Vested Portion”) from the date such Election is made until the earlier of (i) the later of (x) the date ninety (90) days following the date of the first Liquidity Event, and (y) in the event an underwriter’s lock-up exists for more than sixty (60) days during such ninety (90) day period with respect to the Shares, thirty (30) days following the date the Shares are no longer subject to such lock-up; provided, that the Vested Portion will terminate at the effective time of the Liquidity Event if (A) the Vested Portion is terminated in accordance with Section 8.1(b)(i)(A) of the Plan or (B) Optionee receives fifteen (15) days advance written notice that the Vested Portion will be terminated in connection with the Liquidity Event and that the Vested Portion may be exercised at the effective time of the Liquidity Event, (ii) the Final Expiration Date and (iii) the date that is thirty (30) days following the date the Optionee is legally free to sell the Shares underlying the Vested Portion through an established public securities market and is not prohibited from selling such Shares due to a an underwriter’s lock-up of such Shares, assuming for this clause (iii) that the Vested Portion has been exercised.  In the event Optionee makes the Election, the Vested Portion subject to the Election shall only be exercisable for that number of Shares (rounded up to the nearest whole Share) determined by dividing (A) the Date of Termination Fair Market Value, by (B) the Fair Market Value per Share on the date the Optionee exercises the Vested Portion; provided, that, in no event shall the number of Shares exceed the original number of Shares subject to the Vested Portion.  Notwithstanding anything herein to the contrary, if the Optionee makes the Election, and provided that the Optionee subsequently decides to exercise all or any portion of the Vested Portion, such exercise must occur on a single date following the date the Election is made and prior to the expiration of the extended exercise period as provided in this paragraph.  Any portion of the Vested Portion not exercised on such exercise date and any portion of the Vested Portion not exercised at the expiration of the extended exercise period (as provided in this paragraph) shall be forfeited immediately.

(c)For the purposes of the Plan and this Agreement, the date of the Optionee’s termination of service as a Service Provider shall be the last day that the Optionee provided service as a Service Provider.

Section 2.6Partial Exercise.  Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable.

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Section 2.7Exercise of Option.  The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan.

Section 2.8Manner of Exercise; Tax Withholding.

(a)Unless determined otherwise by the Administrator, as a condition to the exercise of the Option, the Optionee shall concurrently with the exercise of the Option, execute the Stockholders Agreement, unless the Optionee has already executed the Stockholders Agreement.  This Section 2.8(a) shall not apply if the Shares underlying the Option are registered on Form S-8 or otherwise.

(b)To the extent permitted by law or the applicable listing rules, if any, the Optionee may pay for the Shares with respect to which such Option or portion of such Option is exercised through (i) payment in cash; (ii) the delivery of Shares which are owned by the Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised portion of the Option; (iii) through the surrender of Shares then issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the exercised portion of the Option; or (iv) following the date the Shares are listed on a national securities exchange, the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to Shares then-issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Exercise Price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale.

(c)The Optionee shall make appropriate arrangements for the payment to the Company (or its Subsidiary, as applicable) of all amounts which the Company (or its Subsidiary, as applicable) is required to withhold under applicable law in connection with the exercise of the Option.  With the consent of the Administrator and subject to any applicable legal conditions or restrictions, the Company shall, upon the Optionee’s request, withhold from the Shares otherwise issuable to the Optionee upon the exercise of the Option (or any portion thereof) a number of whole Shares having a Fair Market Value, determined as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid adverse accounting).  Any adverse consequences to the Optionee arising in connection with the Share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Optionee.

ARTICLE III.
OTHER PROVISIONS

Section 3.1Optionee Representation; Not a Contract of Service.  The Optionee hereby represents that the Optionee’s execution of this Agreement and participation in the Plan is voluntary and that the Optionee has in no way been induced to enter into this Agreement in exchange for or as a requirement of the expectation of service with the Company or any of its Subsidiaries.  Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue as a Service Provider, or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause, except pursuant to an employment or consulting agreement executed by and between the Company and the Optionee and approved by the Board.

Section 3.2Shares Subject to Plan and Stockholders Agreement; Restrictions on the Transfer of Options and Common Stock.  Except as otherwise set forth in this Section 3.2, the Optionee acknowledges that this Option and any Shares acquired upon exercise of the Option are subject to the

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terms of the Plan and the Stockholders Agreement including, without limitation, the restrictions set forth in Sections 5.6 and 5.7 of the Plan.  Notwithstanding anything in the Plan or this Agreement to the contrary, (i) in the event a Corporate Event occurs prior to the date of a Liquidity Event and the Administrator takes any action with respect to the unvested portion of the Option pursuant to Section 8.1(b)(i)(A) or Section 8.1(b)(ii) of the Plan, the unvested portion of such Option that is scheduled to terminate pursuant to either of such sections will automatically vest at the effective time of such Corporate Event and the Optionee shall be provided with no less than fifteen (15) days advance notice that the applicable portion of the Option may be exercised at the effective time of such Corporate Event, (ii) where the Plan states that the Administrator may act in its “sole discretion,” the Administrator agrees that it shall act in good faith to the extent any such action will adversely affect the Option and the Administrator shall use its commercially reasonable efforts to ensure that its actions do not result in adverse tax consequences to the Optionee under Section 409A of the Code; (iii) Section 8.4 of the Plan shall not apply to Optionee; and (iv) all disputes regarding this Option shall be subject to the arbitration provisions set forth in Section 11(i) of the Employment Agreement and shall be subject to a de novo standard of review, unless the dispute relates to a matter that requires Administrator discretion (e.g., equitable adjustment of outstanding Options pursuant to Section 8.1 of the Plan, determination of Fair Market Value, etc.), in which case the decision shall be subject to an arbitrary and capricious standard of review.

Section 3.3Construction.  This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware.

Section 3.4Conformity to Securities Laws.  The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3.  Notwithstanding anything herein to the contrary, the Plan, the Stockholders Agreement and this Agreement shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 3.5Amendment, Suspension and Termination.  The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as provided by Section 8.1 of the Plan, neither the amendment, modification, suspension nor termination of this Agreement (including the Grant Notice) shall, without the consent of the Optionee, impair any rights or obligations under the Option.

Section 3.6Data Privacy Consent.  As a condition of the Option grant, the Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.  The Optionee understands that the Company and its Subsidiaries and Affiliates hold certain personal information about the Optionee, including the Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all restricted stock or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”).  The Optionee further understands that the Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan, and that the Company and its Subsidiaries and Affiliates may each further transfer the Data to any third parties assisting the Company in the implementation, administration

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and management of the Plan.  The Optionee understands that these recipients may be located in the Optionee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country.  The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.  The Optionee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Optionee may elect to deposit any Shares.  The Optionee understands that the Data will be held only as long as is necessary to implement, administer, and manage the Optionee’s participation in the Plan.  The Optionee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative.  The Optionee understands that refusal or withdrawal of consent may affect the Optionee’s ability to participate in the Plan.  For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

ARTICLE IV.
DEFINITIONS

Whenever the following terms are used in this Agreement (including the Grant Notice), they shall have the meaning specified below unless the context clearly indicates to the contrary.  Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan.  The singular pronoun shall include the plural, where the context so indicates.

Section 4.1Change in Control.  “Change in Control” shall mean (a) any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any “person” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act), other than any of the Principal Stockholders or an Affiliate of any Principal Stockholders, obtains (i) direct or indirect beneficial ownership of more than fifty (50) percent of the voting power of the Successor Company’s securities outstanding immediately after such transaction, or (ii) all or substantially all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, or (B) the consummation of a merger which results in the Principal Stockholders, including any Affiliates of any Principal Stockholders, no longer holding, directly or indirectly, beneficial ownership of more than fifty (50) percent of the voting power of the Successor Company’s securities.  For this purpose, “Successor Company” shall mean the Company, its successor or the entity that, as a result of a transaction, controls, directly or indirectly, the Company (or its successor) immediately after the transaction.  Notwithstanding the foregoing, in no event shall a Change in Control occur as a result of a public offering of shares of common stock of the Company or a Successor Company.

Section 4.2Company.  “Company” shall mean Alphabet Holding Company, Inc., a Delaware corporation.

Section 4.3Effective Date.  “Effective Date” shall mean October 1, 2010, the date of the consummation of the transactions contemplated in that certain Agreement and Plan of Merger among the Company, NBTY, Inc., and Alphabet Merger Sub, Inc., dated as of July 15, 2010.

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Section 4.4Date of Termination Fair Market Value.  “Date of Termination Fair Market Value” shall mean the product determined by multiplying (i) the number of Shares subject to the Vested Portion that is subject to the Election, by (ii) the Fair Market Value per Share on the Date of Termination.  Fair Market Value for this purpose shall be determined in accordance with the terms of the Stockholders Agreement, as amended by any side letter agreement between the Company and the Optionee.

Section 4.5Employment Agreement.  “Employment Agreement” shall mean the Employment Agreement dated as of November 8, 2010, by and among the Company, NBTY, Inc. and the Optionee, as such Employment Agreement may be amended from time to time.

Section 4.6Exercise Price.  “Exercise Price” shall mean the per Share price set forth in the Grant Notice.

Section 4.7Final Expiration Date.  “Final Expiration Date” shall mean the final expiration date set forth in the Grant Notice.

Section 4.8Grant Date.  “Grant Date” shall be the grant date set forth in the Grant Notice.

Section 4.9Grant Notice.  “Grant Notice” shall mean the Grant Notice referred to in Section 1.1 of this Agreement, which Grant Notice is for all purposes a part of the Agreement.

Section 4.10Internal Rate of Return.  “Internal Rate of Return” shall mean the internal rate of return realized by the Principal Stockholders on the Invested Capital as a result of the Investment Proceeds realized or deemed realized by the Principal Stockholders, calculated without reduction for any taxes imposed on such Investment Proceeds and after giving effect to any vested Awards. The Internal Rate of Return shall be determined in respect of any Liquidity Event as if the Principal Stockholders liquidated their entire remaining Investment in such Liquidity Event for a price equal to the fair market value of the remaining Investment on the date of the Liquidity Event, as reasonably determined by the Administrator.  In determining the Internal Rate of Return as of any date, all Investment Proceeds theretofore received, directly or indirectly, by the Principal Stockholders in respect of their Investment shall be taken into account, and no other amounts theretofore received by the Principal Stockholders shall be taken into account.

Section 4.11Invested Capital.  “Invested Capital” shall mean the purchase price paid by the Principal Stockholders for the Investment, including any fees and expenses paid by any Principal Stockholder.

Section 4.12Investment.  “Investment” shall mean the Shares acquired by the Principal Stockholders in connection with their investment in the Company on the Effective Date.

Section 4.13Investment Proceeds.  “Investment Proceeds” shall mean all cash or cash equivalents received by the Principal Stockholders in respect of the Investment, net of any unreimbursed fees and expenses paid or payable to any Principal Stockholder or third party, including the aggregate value of any cash received in connection with the disposition of any property previously exchanged for or in consideration of any portion of the Investment.  In connection with a Liquidity Event, the Fair Market Value of any equity securities of the Company and any property previously received in consideration for the Investment, in each case, held by the Principal Stockholders at the time of the Liquidity Event that are not disposed of in the Liquidity Event shall be treated as Investment Proceeds.

Section 4.14Liquidity Event.  “Liquidity Event” shall mean either (a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of transactions, of the equity securities of the Company or its successor held, directly or indirectly, by any of the Principal Stockholders in exchange for

10

cash, or in the case of any transaction resulting in the exchange for consideration other than cash (“non-cash consideration”) the receipt of cash upon the disposition of such non-cash consideration, such that immediately following such transaction or disposition (or series of transactions or dispositions), the total number of all equity securities of the Company or its successor held, directly or indirectly, by the Principal Stockholders is, in the aggregate, less than 25% of the total number of equity securities (as such securities may be adjusted for the occurrence of a corporate event) held, directly or indirectly, by the Principal Stockholders as of the Effective Date (as such securities may be adjusted for the occurrence of a corporate event); or (b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation and other than by way of any transaction otherwise covered under the preceding sub-clause(a)), in one or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any “person” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act ) other than to any Principal Stockholders or an Affiliate of any Principal Stockholders.

Section 4.15Option.  “Option” shall mean the option to purchase Common Stock granted under this Agreement.

Section 4.16Optionee.  “Optionee” shall be the Person designated as such in the Grant Notice.

Section 4.17Performance Options.  “Performance Option(s)” shall mean the portion of the Option designated as Performance Options in the Grant Notice.

Section 4.18Plan.  “Plan” shall mean the Equity Incentive Plan of Alphabet Holding Company, Inc.

Section 4.19Start Date. “Start Date” shall have the meaning given to such term in the Employment Agreement.

Section 4.20Time Options.  “Time Options” shall mean the portion of the Option designated as Time Options in the Grant Notice.

***

11

EX-10.21

EXHIBIT 10.21

EQUITY INCENTIVE PLAN

OF ALPHABET HOLDING COMPANY, INC.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 17th day of December, 2010 (the “Effective Date”) by and between Alphabet Holding Company, Inc. (the “Company”) and Jeffrey Nagel (the “Purchaser”).

AGREEMENT

In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1Definitions.  As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings specified below.  All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Plan.

(a)“Company” shall have the meaning set forth above.

(b)“Contractual Obligation” means as to any Person, any provision of any security issued by such Person or any provision of any agreement, lease of real or personal property, undertaking, contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound.

(c)“Governmental Authority” means the government of any nation, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity exercising public functions owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

(d)“Plan” means the Equity Incentive Plan of Alphabet Holding Company, Inc., as may be amended from time to time.

(e)“Requirements of Law” means, as to any Person, the provisions of the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, right, privilege, qualification, license or franchise, order, judgment, or determination, in each case, of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding upon such Person or any of its property (or to which such Person or any of its property is subject) or applicable to any or all of the transactions contemplated by, or referred to in, this Agreement.

ARTICLE 2
PURCHASE AND SALE OF COMMON STOCK

2.1Purchase and Sale of Shares.  Upon the terms and subject to the conditions set forth herein, contemporaneously with the execution and delivery of this Agreement, the Company is selling to the Purchaser from the Plan and the Purchaser is purchasing from the Company 800 Shares and the Purchaser is paying to the Company, by check, $400,000 for the Shares described above.

2.2Manner of Purchase of Shares.  Shares purchased pursuant to this Agreement shall only be issued following the occurrence of all of the following:

(a)Execution by the Purchaser of this Agreement;

(b)Execution by the Purchaser of the Stockholders Agreement; and

(c)Full payment (in cash or by personal, certified, or bank cashier check) by the Purchaser for the Shares being acquired by the Purchaser.

2.3Conditions to Issuance of Stock Certificates.  The Administrator may, in good faith in the reasonable exercise of its discretion, take whatever additional actions it deems appropriate to effect compliance by the Company and the Purchaser of the Securities Act, the Exchange Act and any other federal or state securities laws or regulations, including, without limitation, placing legends on share certificates.  A certificate of shares will be delivered to the Purchaser at the Company’s principal place of business following the receipt by the Company of the executed documents referenced in Section 2.2 above, unless an earlier date is agreed upon.  Notwithstanding the above, the Company shall not be required to issue or deliver any certificate or certificates for Shares purchased prior to fulfillment of all of the following conditions or if the Company chooses to issue the shares in another form (e.g., book entry):

(a)The admission of such Shares to listing on any and all stock exchanges on which such class of stock is then listed;

(b)The completion of any registration or other qualification of such Shares, or the determination of exemption from registration or qualification, under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator shall, in good faith, in the reasonable exercise of discretion, deem necessary or advisable; and

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in good faith, in the reasonable exercise of its discretion, determine to be necessary or advisable.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants as of the date hereof as follows:

2

3.1Authorization.  The Purchaser has the necessary authority and capacity to enter into and perform his obligations under this Agreement.

3.2Noncontravention.  The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby, do not and will not (a) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or the Purchaser’s properties.

3.3Binding Effect.  This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

3.4Governmental Authorization; Third Party Consent.  No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any Requirements of Law, and no lapse of a waiting period under any Requirements of Law, is necessary or required in connection with the execution, delivery or performance by the Purchaser (including, without limitation, the acquisition of the Shares) or enforcement against the Purchaser of this Agreement or the transactions contemplated hereby.

3.5Broker’s, Finder’s or Similar Fees.  There are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Purchaser or any action taken by the Purchaser.  The Company shall not be liable for any costs or expenses incurred by or on behalf of the Purchaser in connection with this Agreement or the transactions contemplated hereby.

3.6Securities Law Representations.

(a)The Purchaser is receiving the Shares for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof, other than as contemplated hereby.

(b)The Purchaser has been given the opportunity to obtain any information or documents which he deems necessary to evaluate the merits and risks related to his investment in the Shares and to verify the information received, and the Purchaser’s knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his receipt of the Shares.

(c)The Purchaser’s financial condition is such that he can afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for Purchaser’s current needs and contingencies and to suffer a complete loss of his investment in the Shares.

3

(d)The Purchaser hereby consents to the placement of a restrictive legend as contemplated by the Stockholders Agreement.

ARTICLE 4
MISCELLANEOUS

4.1Stockholders Agreement.  Any Shares acquired pursuant to this Agreement shall also be subject to the terms and conditions of a Stockholders Agreement.

4.2Amendment and Waiver.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Purchaser and (ii) only in the specific instance and for the specific purpose for which made or given.

4.3Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4.4Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

4.5Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

4.6Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired.

4.7Entire Agreement.  This Agreement, together with the Stockholders Agreement and the Plan, is intended by the parties hereto as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth herein or therein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

4.8Further Assurances.  Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement or caused this Agreement to be executed and delivered by their authorized representatives as of the date first above written.

ALPHABET HOLDING COMPANY, INC.
By:
	Name:	Sandra J. Horbach
	Title:	Authorized Person
PURCHASER
By:
	Name: Jeffrey Nagel

5

EX-12.1

Exhibit 12.1

NBTY INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Three months ended December 31,					Fiscal year ended September 30,
(Dollars in thousands)	2010			2009		2010		2009		2008			2007			2006
EARNINGS AVAILABLE TO COVER FIXED CHARGES:
Income before provision for income taxes	$	(83,761	)	$	115,929	$	327,715	$	228,968	$	231,040		$	303,976		$	152,827
Less:
Interest capitalized	—			—		—		—		(1,404		)	(912		)	(985		)
Add:
Fixed charges deducted from earnings (see below)	57,820			19,239		74,106		77,010		56,275			51,432			60,151
Earnings available to cover fixed charges	$	(25,941	)	$	135,168	$	401,821	$	305,978	$	285,911		$	354,496		$	211,993
FIXED CHARGES:
Interest expensed and capitalized and amortized premiums, discounts and capitalized expenses related to indebtedness	$	46,599		$	8,056	$	30,195	$	34,882	$	18,639		$	16,749		$	25,924
Appropriate portion (1/3) of rentals	11,221			11,183		43,911		42,128		37,636			34,683			34,227
Fixed charges	$	57,820		$	19,239	$	74,106	$	77,010	$	56,275		$	51,432		$	60,151
Ratio of Earnings to Fixed Charges	—		(a)	7.03		5.42		3.97		5.08			6.89			3.52

(a) For the three months ended December 31, 2010, earnings were insufficient to cover fixed charges by $83,761.

EX-21.1

Exhibit 21.1

Subsidiaries of

NBTY, Inc.  (Delaware)

Holland & Barrett Retail Limited (United Kingdom)

NBTY Acquisition, LLC (Delaware) d/b/a

Leiner Health Products

NBTY Europe Limited (United Kingdom)

Puritan’s Pride, Inc.  (New York)

Rexall Sundown, Inc.  (Florida)

Solgar, Inc.  (Delaware)

United States Nutrition, Inc.  (Delaware), d/b/a US Nutrition

Vitamin World, Inc.  (Delaware)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of NBTY, Inc. of our report dated January 13, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of NBTY, Inc. as well as our report dated March 21, 2011 relating to the financial statements of Alphabet Merger Sub, Inc., all of which appear in such Registration Statement.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, NY

March 21, 2011

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)      o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)

One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

NBTY, Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-2228617
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

5100 New Horizons Boulevard, LLC

(Exact name of obligor as specified in its charter)

New York	20-8512423
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

AMERICAN HEALTH, INC.

(Exact name of obligor as specified in its charter)

Nevada	11-3215708
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

ARCO PHARMACEUTICALS, INC.

(Exact name of obligor as specified in its charter)

Delaware	11-1964154
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

ARTHRITIS RESEARCH CORP.

(Exact name of obligor as specified in its charter)

Delaware	11-3571750
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

DE TUINEN LTD.

(Exact name of obligor as specified in its charter)

New York	55-0829244
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

2

Diabetes American Research Corp.

(Exact name of obligor as specified in its charter)

Delaware	20-2521263
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Food Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-0329655
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GOOD ‘N NATURAL MANUFACTURING CORP.

(Exact name of obligor as specified in its charter)

Delaware	06-1309453
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

HEALTHWATCHERS (DE), INC.

(Exact name of obligor as specified in its charter)

Delaware	11-3547669
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

HOLLAND & BARRETT, LTD.

(Exact name of obligor as specified in its charter)

New York	11-3521646
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

3

MET-Rx Nutrition, Inc.

(Exact name of obligor as specified in its charter)

Delaware	74-2900945
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

MET-Rx Substrate Technology, Inc.

(Exact name of obligor as specified in its charter)

California	74-2900977
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

MET-RX USA, Inc.

(Exact name of obligor as specified in its charter)

Nevada	33-0626256
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NABARCO ADVERTISING ASSOCIATES, INC.

(Exact name of obligor as specified in its charter)

New York	11-2337463
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NATURE’S BOUNTY INC.

(Exact name of obligor as specified in its charter)

Delaware	11-3476521
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

4

NATURE’S BOUNTY, INC.

(Exact name of obligor as specified in its charter)

New York	11-3476520
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NATURE’S BOUNTY MANUFACTURING CORP.

(Exact name of obligor as specified in its charter)

Delaware	11-3155471
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NatureSmart, LLC

(Exact name of obligor as specified in its charter)

Colorado	84-1574109
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Acquisition, LLC

(Exact name of obligor as specified in its charter)

Delaware	26-2669276
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY CAH COMPANY

(Exact name of obligor as specified in its charter)

Delaware	57-1179086
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

5

NBTY CAM COMPANY

(Exact name of obligor as specified in its charter)

Delaware	57-1179084
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY China Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2340410
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY China, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2340866
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY DISTRIBUTION, INC.

(Exact name of obligor as specified in its charter)

New York	65-1194684
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY FLIGHT SERVICES, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-0405973
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

6

NBTY Global, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-4709742
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Global Distribution, Inc.

(Exact name of obligor as specified in its charter)

Delaware	26-2825233
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Lendco, LLC

(Exact name of obligor as specified in its charter)

Delaware	26-2669383
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Manufacturing, LLC

(Exact name of obligor as specified in its charter)

Delaware	11-3602075
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY PAH, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-1450146
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

7

NBTY Transportation, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-1414398
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Ukraine, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2417970
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Ukraine 1, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-2418308
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NBTY Ukraine 2, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-2418361
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

NUTRITION HEADQUARTERS (DE), INC.

(Exact name of obligor as specified in its charter)

Delaware	11-3434258
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

8

Precision Engineered Limited (USA)

(Exact name of obligor as specified in its charter)

Delaware	20-0900916
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

PURITAN’S PRIDE, INC.

(Exact name of obligor as specified in its charter)

New York	06-1309452
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Puritan’s Pride of Japan, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-5488286
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Puritan’s Pride Retail Stores, Inc.

(Exact name of obligor as specified in its charter)

New York	26-2411129
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Rexall, Inc.

(Exact name of obligor as specified in its charter)

Florida	75-3144967
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

9

Rexall Sundown, Inc.

(Exact name of obligor as specified in its charter)

Florida	59-1688986
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

RICHARDSON LABS, INC.

(Exact name of obligor as specified in its charter)

Delaware	94-3290105
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Solgar, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-3140469
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Solgar Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-3140356
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Solgar Mexico Holdings, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-3140561
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

10

The Ester C Company

(Exact name of obligor as specified in its charter)

Arizona	86-0420399
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

The Non-Irradiated Herbal Manufacturers Group, LLC

(Exact name of obligor as specified in its charter)

Delaware	16-1690316
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

United States Nutrition, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-0375273
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

VITAMIN WORLD, INC.

(Exact name of obligor as specified in its charter)

Delaware	11-2302283
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Vitamin World China, Inc.

(Exact name of obligor as specified in its charter)

Delaware	26-3016184
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

11

VITAMIN WORLD OF GUAM LLC

(Exact name of obligor as specified in its charter)

Delaware	11-3612056
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

VITAMIN WORLD ONLINE, INC.

(Exact name of obligor as specified in its charter)

New York	11-3477485
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

VITAMIN WORLD OUTLET STORES, INC.

(Exact name of obligor as specified in its charter)

Nevada	11-3215707
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Worldwide Sport Nutritional Supplements, Inc.

(Exact name of obligor as specified in its charter)

New York	16-1477378
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

2100 Smithtown Avenue Ronkonkoma, New York	11779
(Address of principal executive offices)	(Zip code)

9% Senior Notes due 2018
and Guarantees of 9% Senior Notes due 2018
(Title of the indenture securities)

12

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of March, 2011.

THE BANK OF NEW YORK MELLON
By:	/S/ KIMBERLY AGARD
	Name:	KIMBERLY AGARD
	Title:	VICE PRESIDENT

15

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2010, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	2,924,000
Interest-bearing balances	64,634,000
Securities:
Held-to-maturity securities	3,651,000
Available-for-sale securities	58,491,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	20,000
Securities purchased under agreements to resell	1,792,000
Loans and lease financing receivables:
Loans and leases held for sale	6,000
Loans and leases, net of unearned income	23,307,000
LESS: Allowance for loan and lease losses	482,000
Loans and leases, net of unearned income and allowance	22,825,000
Trading assets	4,910,000
Premises and fixed assets (including capitalized leases)	1,163,000
Other real estate owned	6,000
Investments in unconsolidated subsidiaries and associated companies	947,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,364,000
Other intangible assets	1,805,000

Other assets	12,317,000
Total assets	181,855,000
LIABILITIES
Deposits:
In domestic offices	65,674,000
Noninterest-bearing	33,246,000
Interest-bearing	32,428,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	75,029,000
Noninterest-bearing	4,900,000
Interest-bearing	70,129,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	3,272,000
Securities sold under agreements to repurchase	1,550,000
Trading liabilities	6,207,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	2,191,000
Not applicable
Not applicable
Subordinated notes and debentures	3,490,000
Other liabilities	8,577,000
Total liabilities	165,990,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	8,591,000
Retained earnings	6,821,000
Accumulated other comprehensive income	-1,044,000
Other equity capital components	0
Total bank equity capital	15,503,000
Noncontrolling (minority) interests in consolidated subsidiaries	362,000
Total equity capital	15,865,000
Total liabilities and equity capital	181,855,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Robert P. Kelly
Gerald L. Hassell	Directors
Catherine A. Rein

EX-99.1

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Exhibit 99.1

Letter of Transmittal

To Tender for Exchange
9% Senior Notes due 2018
of

NBTY, Inc.

Pursuant to the Prospectus dated                , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. 

The Exchange Agent is:
THE BANK OF NEW YORK MELLON

By Registered Mail, Certified Mail, Overnight Courier or Hand Delivery:	By Facsimile:
The Bank of New York Mellon 480 Washington Boulevard, 27th Floor Jersey City, New Jersey 07310 Attention: Corporate Trust Operations—Reorganization Unit Attention: Mr. William Buckley	(212) 298-1915 Attention: Mr. William Buckley Confirm by Telephone: (212) 815-5788

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus, dated            , 2011 (the "Prospectus"), of NBTY, Inc., a Delaware corporation (the "Issuer"), and this Letter of Transmittal (this "Letter of Transmittal"), which, together with the Prospectus, constitutes the Issuer's offer (the "Exchange Offer") to exchange an aggregate principal amount of up to U.S. $650,000,000 of its 9% Senior Notes due 2018 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 9% Senior Notes due 2018 (the "Outstanding Notes"), issued and sold in a transaction exempt from registration under the Securities Act. Recipients of the Prospectus should read the requirements described in such Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        The undersigned hereby tenders the Outstanding Notes described in the box entitled "Description of the Outstanding Notes" below under the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered holder of all the Outstanding Notes tendered hereby (the "Holder") and the undersigned represents that it has received from each beneficial owner of Outstanding Notes tendered hereby (the "Beneficial Owners") a duly completed and executed form of "Instructions to Registered Holder from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

        This Letter of Transmittal is to be used by a Holder (i) if certificates representing Outstanding Notes are to be forwarded herewith and (ii) if a tender of certificates representing Outstanding Notes is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures."

        Holders that are tendering by book-entry transfer to the Exchange Agent's account at the Depository Trust Company ("DTC") can execute the tender through DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offer will be eligible. The Exchange Agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's ATOP to tender. Participants in the program may, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the Exchange Agent, transmit their acceptance of this Exchange Offer electronically. They may do so by causing DTC to transfer the Outstanding Notes to the Exchange Agent in accordance with its procedures for transfer. DTC will then send an agent's message to the Exchange Agent. The term "agent's message" means a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, to the effect that: (i) DTC has received an express acknowledgment from a participant in its ATOP that is tendering Outstanding Notes that are the subject of the book-entry confirmation; (ii) the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal; and (iii) the agreement may be enforced against that participant.

        Any Beneficial Owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such Holder promptly and instruct such Holder to tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner must either make appropriate arrangements to register ownership of the Outstanding Notes in such Beneficial Owner's name or obtain a properly completed bond power from the Holder before completing and executing this Letter of Transmittal and delivering its Outstanding Notes. The transfer of record ownership may take considerable time.

        To properly complete this Letter of Transmittal, a Holder must (i) complete the box entitled "Description of the Outstanding Notes," (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions, (iii) sign this Letter of Transmittal by completing the box entitled "Sign Here To Tender Your Outstanding Notes" and (iv) complete the Form W-9. Each Holder should carefully read the detailed instructions below before completing this Letter of Transmittal.

        Holders of Outstanding Notes who wish to tender their Outstanding Notes for exchange and (i) whose Outstanding Notes are not immediately available, (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or before the Expiration Date or (iii) who cannot complete the applicable procedures under DTC's ATOP on or before the Expiration Date, must tender the Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 2.

        Holders of Outstanding Notes who wish to tender their Outstanding Notes for exchange must complete columns (1) through (3) in the box below entitled "Description of the Outstanding Notes," and sign the box below entitled "Sign Here To Tender Your Outstanding Notes." If only those columns are completed, such Holder will have tendered for exchange all Outstanding Notes listed in column (3) below. If the Holder wishes to tender for exchange less than all of such Outstanding Notes, column (4) must be completed in full. In such case, such Holder should refer to Instruction 5.

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        The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Outstanding Notes previously tendered in the Exchange Offer and not withdrawn will remain subject to such Exchange Offer.

        The undersigned hereby tenders for exchange the Outstanding Notes described in the box entitled "Description of the Outstanding Notes" below under the terms and conditions described in the Prospectus and this Letter of Transmittal.

DESCRIPTION OF THE OUTSTANDING NOTES
(1) Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		(2) Certificate Number(s)	(3) Aggregate Principal Amount Represented by Certificate(s)(A)	(4) Principal Amount Tendered For Exchange(B)
[SPECIMEN]		[SPECIMEN]	[SPECIMEN]	[SPECIMEN]
[SPECIMEN]		[SPECIMEN]	[SPECIMEN]	[SPECIMEN]
[SPECIMEN]		[SPECIMEN]	[SPECIMEN]	[SPECIMEN]
[SPECIMEN]		[SPECIMEN]	[SPECIMEN]	[SPECIMEN]
[SPECIMEN]		Total Principal Amount Tendered	[SPECIMEN]	[SPECIMEN]
(A)	Unless indicated in this column, any tendering Holder will be deemed to have tendered the entire aggregate principal amount represented by the Outstanding Notes indicated in the column labeled "Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5.
(B)	The minimum permitted tender is $2,000 in principal amount of Outstanding Notes. All other tenders must be in integral multiples of $1,000.

3

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

        Name(s) of Registered Holder(s): [SPECIMEN]

        Date of Execution of Notice of Guaranteed Delivery: [SPECIMEN]

        Window Ticket Number (if any): [SPECIMEN]

        Name of Institution that Guaranteed Delivery: [SPECIMEN]

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name: [SPECIMEN]

        Address: [SPECIMEN]

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaging in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Only Holders are entitled to tender their Outstanding Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC's system and whose name appears on a security position listing as the record owner of the Outstanding Notes and who wishes to make book-entry delivery of Outstanding Notes as described above must complete and execute a participant's letter (which will be distributed to participants by DTC) instructing DTC's nominee to tender such Outstanding Notes for exchange. Persons who are Beneficial Owners of Outstanding Notes but are not Holders and who seek to tender Outstanding Notes should (i) contact the Holder and instruct such Holder to tender on his or her behalf, (ii) obtain and include with this Letter of Transmittal, Outstanding Notes properly endorsed for transfer by the Holder or accompanied by a properly completed bond power from the Holder, with signatures on the endorsement or bond power guaranteed by a firm that is an eligible institution (as defined in the Prospectus), or (iii) effect a record transfer of such Outstanding Notes from the Holder to such Beneficial Owner and comply with the requirements applicable to Holders for tendering Outstanding Notes before the Expiration Date. See the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering."

SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

4

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 8 and 9)

            To be completed ONLY (i) if the Exchange Notes issued in exchange for the Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange, are to be issued in the name of someone other than the undersigned or (ii) if Outstanding Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC other than the DTC account from which such Notes were tendered.

Issue to:

Name:	[SPECIMEN] (Please Type or Print)
Address:	[SPECIMEN]
	[SPECIMEN] (Include Zip Code)
[SPECIMEN] (Taxpayer Identification or Social Security No.)

Credit Outstanding Notes not exchanged and delivered by book-entry transfer to DTC account set forth below:

[SPECIMEN]

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 8 and 9)

            To be completed ONLY if the Exchange Notes issued in exchange for Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange, are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned's signature.

 

Mail or deliver to:

Name:	[SPECIMEN] (Please Type or Print)
Address:	[SPECIMEN]
	[SPECIMEN] (Include Zip Code)
[SPECIMEN] (Taxpayer Identification or Social Security No.)

5

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer for exchange the Outstanding Notes indicated above. Subject to, and effective upon, acceptance for exchange of the Outstanding Notes tendered for exchange herewith, the undersigned will have irrevocably sold, assigned, transferred and exchanged, to the Issuer, all right, title and interest in, to and under all the Outstanding Notes tendered for exchange hereby, and hereby will have appointed the Exchange Agent as the true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Issuer) of such Holder with respect to such Outstanding Notes, with full power of substitution to (i) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to the Issuer, (ii) present and deliver such Outstanding Notes for transfer on the books of the Issuer and (iii) receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such Outstanding Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph will be deemed to be irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes; and that when such Outstanding Notes are accepted for exchange by the Issuer, the Issuer will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned further warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered for exchange hereby. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuer and the issuance of Exchange Notes in exchange therefor will constitute performance in full by the Issuer of its obligations under the registration rights agreement (as defined in the Prospectus).

        By tendering, the undersigned hereby further represents to the Issuer that (i) the Exchange Notes to be acquired by the undersigned in exchange for the Outstanding Notes tendered hereby and any Beneficial Owner(s) of such Outstanding Notes in connection with the Exchange Offer will be acquired by the undersigned and such Beneficial Owner(s) in the ordinary course of their respective businesses, (ii) neither the undersigned nor any Beneficial Owner has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act and, at the time of consummation of the Exchange Offer, neither the undersigned nor any Beneficial Owner will have any such arrangement or understanding, and if such person is not a broker-dealer, such person is not engaging in, and does not intend to engage in, a distribution of the Exchange Notes, (iii) the undersigned and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the SEC set forth in certain no-action letters, (iv) the undersigned and each Beneficial Owner understand that a secondary resale transaction described in clause (iii) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Outstanding Notes acquired by the undersigned directly from the Issuer must be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, (v) neither the undersigned nor any Beneficial Owner is an "affiliate," as defined under Rule 405 under the Securities Act, of the Issuer or an affiliate of any guarantor, or if it is an affiliate, the undersigned or any Beneficial Owner will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and

6

(vi) neither the undersigned nor any Beneficial Owner is acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to the Outstanding Notes acquired other than as a result of market-making activities or other trading activities.

        For purposes of the Exchange Offer, the Issuer will be deemed to have accepted for exchange, and to have exchanged, validly tendered Outstanding Notes, if, as and when the Issuer gives oral (promptly confirmed in writing) or written notice thereof to the Exchange Agent. Tenders of Outstanding Notes for exchange may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer—Withdrawal Rights" in the Prospectus. Any Outstanding Notes tendered by the undersigned and not accepted for exchange will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled "Special Delivery Instructions" promptly after the Expiration Date.

        The undersigned acknowledges that the Issuer's acceptance of Outstanding Notes validly tendered for exchange under any one of the procedures described in the section of the Prospectus entitled "The Exchange Offer" and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer.

        Unless otherwise indicated in the box entitled "Special Issuance Instructions," please return any Outstanding Notes not tendered for exchange in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail any certificates for Outstanding Notes not tendered or exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). If both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered for exchange or not exchanged to, the person(s) so indicated. The undersigned recognizes that the Issuer has no obligation under the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the Holder(s) thereof if the Issuer does not accept for exchange any of the Outstanding Notes so tendered for exchange or if such transfer would not be in compliance with any transfer restrictions applicable to such Outstanding Note(s).

To validly tender Outstanding Notes for exchange, Holders must complete, execute, and deliver this Letter of Transmittal.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred will survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder will be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Prospectus, this tender for exchange of Outstanding Notes is irrevocable.

7

SIGN HERE TO TENDER YOUR OUTSTANDING NOTES

[SPECIMEN]

[SPECIMEN] Signature(s) of Owner(s)

Dated:                         [SPECIMEN]                         , 201    

            Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered Outstanding Note holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. (See Instruction 6.)

Name(s):	[SPECIMEN]
[SPECIMEN] (Please Type or Print)

Capacity (full title):	[SPECIMEN]
[SPECIMEN]

Address: [SPECIMEN] (Include Zip Code)

Principal place of business (if different from address listed above): [SPECIMEN]

Area Code and Telephone No.: (                    )	[SPECIMEN]
[SPECIMEN]

Tax Identification or Social Security Nos.: [SPECIMEN]

GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)

Authorized Signature: [SPECIMEN]

Name and Title:	[SPECIMEN]
[SPECIMEN] (Please Type or Print)

Name of Firm: [SPECIMEN]

Address: [SPECIMEN]

Area Code and Telephone No.: [SPECIMEN]

Dated: [SPECIMEN]

IMPORTANT: COMPLETE AND SIGN THE FORM W-9 IN THIS LETTER OF TRANSMITTAL.

8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.     Guarantee of Signatures.

        Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by an institution which is an eligible institution that is a member of one of the following recognized Signature Guarantee Programs:

        (a)   The Securities Transfer Agents Medallion Program (STAMP);

        (b)   The New York Stock Exchange Medallion Signature Program (MSP); or

        (c)   The Stock Exchange Medallion Program (SEMP).

        Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the Holder(s) of the Outstanding Notes tendered herewith and such Holder(s) have not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) if such Outstanding Notes are tendered for the account of an eligible institution. In all other cases, all signatures must be guaranteed by an eligible institution.

2.     Delivery of this Letter of Transmittal and Outstanding Notes; Guaranteed Delivery Procedures.

        This Letter of Transmittal is to be completed by Holders if certificates representing Outstanding Notes are to be forwarded herewith. All physically delivered Outstanding Notes, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other required documents, must be received by the Exchange Agent at its address set forth herein on or before the Expiration Date or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.

        The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder. Except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. Neither this Letter of Transmittal nor any Outstanding Notes should be sent to the Issuer. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such Holders.

        Holders of Outstanding Notes who elect to tender Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver the Outstanding Notes, this Letter of Transmittal or other required documents to the Exchange Agent on or before the Expiration Date must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus. Holders may have such tender effected if:

        (a)   such tender is made through an eligible institution;

        (b)   before 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent has received from such eligible institution a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery, setting forth the name and address of the Holder, the certificate number(s) of such Outstanding Notes tendered and the principal amount of Outstanding Notes tendered for exchange, stating that tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the date

9

of execution of the Notice of Guaranteed Delivery, this Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing such Outstanding Notes (or a book-entry confirmation and an agent's message), in proper form for transfer, and any other documents required by this Letter of Transmittal, will be deposited by such eligible institution with the Exchange Agent; and

        (c)   a properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the certificate(s) for all tendered Outstanding Notes in proper form for transfer or a book-entry confirmation and an agent's message, together with any other documents required by this Letter of Transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

        No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

3.     Inadequate Space.

        If the space provided in the box entitled "Description of the Outstanding Notes" above is inadequate, the certificate numbers and principal amounts of the Outstanding Notes being tendered should be listed on a separate signed schedule affixed hereto.

4.     Withdrawals.

        A tender of Outstanding Notes may be withdrawn at any time before the Expiration Date by delivery of written notice of withdrawal (or facsimile thereof) to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal of Outstanding Notes must (i) specify the name of the person who tendered the Outstanding Notes to be withdrawn, (ii) identify the Outstanding Notes to be withdrawn (including the certificate number(s) and aggregate principal amount of such Outstanding Notes to be withdrawn), (iii) include a statement that the person is withdrawing his election to have such Outstanding Notes exchanged, (iv) be signed by the person who tendered the Outstanding Notes in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered (including any required signature guarantees) and (v) specify the name in which the Outstanding Notes are to be re-registered, if different from that of the withdrawing holder. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Issuer in its sole discretion, whose determination will be final and binding on all parties. Any Outstanding Notes so withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described in the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering" at any time before the Expiration Date

5.     Partial Tenders.

        Tenders of Outstanding Notes will be accepted only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 thereafter. If a tender for exchange is to be made with respect to less than the entire principal amount of any Outstanding Notes, fill in the principal amount of the Outstanding Notes, which are tendered for exchange in column (4) of the box entitled "Description of the Outstanding Notes," as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Outstanding Notes, will be sent to the Holders unless otherwise indicated in the appropriate box on this Letter of Transmittal promptly after the expiration or termination of the Exchange Offer.

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6.     Signatures on this Letter of Transmittal, Powers of Attorney and Endorsements.

        (a)   The signature(s) of the Holder on this Letter of Transmittal must correspond with the name(s) as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever.

        (b)   If tendered Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        (c)   If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are different registrations or certificates.

        (d)   When this Letter of Transmittal is signed by the Holder listed and transmitted hereby, no endorsements of Outstanding Notes or bond powers are required. If, however, Outstanding Notes not tendered or not accepted, are to be issued or returned in the name of a person other than the Holder, then the Outstanding Notes transmitted hereby must be endorsed or accompanied by a properly completed bond power, in a form satisfactory to the Issuer, in either case signed exactly as the name(s) of the Holder(s) appear(s) on the Outstanding Notes. Signatures on such Outstanding Notes or bond powers must be guaranteed by an eligible institution (unless signed by an eligible institution).

        (e)   If this Letter of Transmittal or Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys in fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

        (f)    If this Letter of Transmittal is signed by a person other than the Holder listed, the Outstanding Notes must be endorsed or accompanied by a properly completed bond power which authorizes the person to tender the Outstanding Notes on behalf of the Holder, in either case signed by such Holder exactly as the name(s) of the Holder appear(s) on the certificates. Signatures on such Outstanding Notes or bond powers must be guaranteed by an eligible institution (unless signed by an eligible institution).

7.     Form W-9.

THE FORM W-9 SHOULD BE COMPLETED AND SIGNED IF YOU ARE A U.S. PERSON. IF YOU ARE A FOREIGN PERSON (OR A DOMESTIC DISREGARDED ENTITY THAT HAS A FOREIGN OWNER), DO NOT USE FORM W-9. INSTEAD USE THE APPROPRIATE IRS FORM W-8.

        Under the U.S. federal income tax laws, payments that may be made by the Issuer with respect to the Exchange Notes issued in the Exchange Offer may be subject to backup withholding at the rate specified in Section 3406(a)(1) of the Code (the "Specified Rate"). To avoid such backup withholding, each tendering Holder (or other payee) that is a U.S. person should complete and sign the Form W-9 included in this Letter of Transmittal, provide the correct taxpayer identification number ("TIN"), or indicate that such Holder is awaiting a TIN and certify, under penalties of perjury, that (a) the TIN provided is correct or that such Holder is awaiting a TIN; (b) that the Holder is not subject to backup withholding because (i) the Holder has not been notified by the Internal Revenue Service (the "IRS") that the Holder is subject to backup withholding as a result of a failure to report all interest or dividends, (ii) the IRS has notified the Holder that the Holder is no longer subject to backup withholding, or (iii) the Holder is exempt from backup withholding; and (c) the Holder is a U.S. person (including a U.S. resident alien). If a Holder has been notified by the IRS that it is subject to backup

11

withholding, it must cross out item (2) of Part II in the Certification box of the W-9, unless such Holder has since been notified by the IRS that it is no longer subject to backup withholding. In general, if a Holder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent or the Issuer are not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS in addition to backup withholding of the Specified Rate of payments to such Holder.

        The Holder (other than a foreign holder, as described below,) is required to give the TIN (e.g. the social security number or employer identification number) of the person who will be the record Holder of the Exchange Notes. If such Holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such Holder should write "Applied For" in the space provided for the TIN in Part I of the Form W-9 and sign and date the Form W-9. If "Applied For" is written in Part I, the Issuer (or the paying agent under the indenture governing the Exchange Notes) may retain the Specified Rate of payments made to the record Holder of the Exchange Notes during the sixty (60) day period after the date of the Form W-9. In such case, if the Holder furnishes the Exchange Agent or the Issuer with his or her TIN within sixty (60) days after the date of the Form W-9, the Issuer (or the paying agent) will remit such amounts retained during the sixty (60) day period to the Holder and no further amounts will be retained or withheld from payments made to the Holder thereafter; however, if the Holder fails to furnish the Exchange Agent or the Issuer with his or her TIN within such sixty (60) day period, the Issuer (or the paying agent) will remit such previously retained amounts to the IRS as backup withholding and will continue to retain the Specified Rate of payments made to the record Holder of the Exchange Notes and remit such amounts to the IRS as backup withholding until the Holder furnishes its TIN to the Exchange Agent or the Issuer.

        Certain Holders (including, among others, certain holders that are not U.S. persons or U.S. resident aliens ("Exempt Holders")) are not subject to these backup withholding and reporting requirements. To avoid erroneous backup withholding, each Exempt Holder (other than an Exempt Holder that is a foreign person ("Foreign Holder")) should enter the Exempt Holder's name, address, status and TIN on the face of the Form W-9 and check "EXEMPT" on Form W-9, and sign, date and return the Form W-9 to the paying agent with this Letter of Transmittal. See the enclosed Form W-9 for additional instructions. A Foreign Holder should not complete the W-9. To qualify as an exempt recipient, a Foreign Holder must submit a properly completed IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8EXP, IRS Form W-8IMY or other applicable IRS form, signed under penalties of perjury, attesting to that person's exempt status. Such forms can be obtained from the Exchange Agent.

        For further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a TIN if you do not have one and how to complete the Form W-9 if the Exchange Notes are registered in more than one name), consult the enclosed Form W-9. Failure to complete the Form W-9 will not, by itself, cause Outstanding Notes to be deemed invalidly tendered for exchange, but may require the Issuer (or the paying agent) to withhold the Specified Rate of the amount of any payments made with respect to the Exchange Notes. Backup withholding is not an additional U.S. federal income tax. Rather, the amount of tax withheld will be allowed as a refund or credit against the U.S. tax liability of a person subject to backup withholding if the required information is timely furnished to the IRS.

All Holders should consult the "Material United States Federal Income Tax Considerations" section of the Prospectus.

8.     Transfer Taxes.

        Except as set forth in this Instruction 8, the Issuer will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however, Exchange Notes are to be delivered to, or issued or registered in the name of, any person other than the registered Holder

12

of the Outstanding Notes tendered, or a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

9.     Special Issuance and Delivery Instructions.

        If the Exchange Notes are to be issued, or if any Outstanding Notes not tendered for exchange are to be issued or sent to someone other than the Holder or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not accepted be credited to such account maintained at DTC as such Holder may designate.

10.   Irregularities.

        All questions as to the validity, form, eligibility (including time of receipt), compliance with conditions, acceptance and withdrawal of tendered Outstanding Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Issuer's acceptance of which would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Issuer's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuer will determine. Although the Issuer intends to notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date.

11.   Waiver of Conditions.

        The Issuer reserves the absolute right to waive, amend or modify certain of the specified conditions as described under "The Exchange Offer—Conditions to the Exchange Offer" in the Prospectus in the case of any Outstanding Notes tendered (except as otherwise provided in the Prospectus).

12.   Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

        Any tendering Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated herein for further instructions.

13.   Requests for Information or Additional Copies.

        Requests for information, questions related to the procedures for tendering or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal. The Issuer has also appointed Georgeson, Inc. as information agent in connection with this Exchange Offer. Holders may

13

also direct questions and requests for assistance and additional copies of the Prospectus and this Letter of Transmittal to the information agent as follows:

Georgeson, Inc.
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers, Please Call: (212) 440-9800
All Others Call Toll-Free: (866) 741-9588

14.   Certain Tax Consequences.

        This Letter of Transmittal does not provide any tax disclosure to the Holders of Outstanding Notes or Exchange Notes. You should consult your tax advisor regarding the federal income tax consequences of the Exchange Offer, as well as tax consequences under any applicable state, local and foreign tax laws. Notwithstanding the foregoing, you should understand that the Issuer will comply with all income tax and withholding requirements that apply to consideration received by Holders with respect to the Exchange Notes. All Holders should consult the "Material United States Federal Income Tax Considerations" section of the Prospectus.

IMPORTANT: This Letter of Transmittal (or a facsimile thereof) together with certificates, or confirmation of book-entry or the Notice of Guaranteed Delivery, and all other required documents must be received by the Exchange Agent before the Expiration Date.

THE FOLLOWING TO BE COMPLETED BY ALL HOLDERS THAT ARE U.S. PERSONS
(INCLUDING U.S. RESIDENT ALIENS) (See Instruction 7)

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Form       W-9
(Rev. January 2011)
  
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
        See Specific Instructions on page 2.

Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):    o Individual/sole proprietor    o C Corporation    o S Corporation    o Partnership    o Trust/estate
		o Exempt payee
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > .....
o Other (see instructions) >
Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]-[  ][  ]-[  ][  ][  ][  ]

Employer identification number
[  ][  ]-[  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

     Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 2

     The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.

Form W-9 (Rev. 1-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 1-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner 3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*
For this type of account:			Give name and EIN of:
7.	Disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		Legal entity 4
9.	Corporate or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.	Partnership or multi-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

     If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

     For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

     Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer

EX-99.2

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Exhibit 99.2

Notice of Guaranteed Delivery

With Respect to Tender of
Any and All Outstanding 9% Senior Notes due 2018
In Exchange For
9% Senior Notes due 2018
of

NBTY, Inc.

Pursuant to the Prospectus dated                        , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. 

The Exchange Agent is:
THE BANK OF NEW YORK MELLON

By Registered Mail, Certified Mail, Overnight Courier or Hand Delivery:	By Facsimile: (212) 298-1915
The Bank of New York Mellon 480 Washington Boulevard, 27th Floor Jersey City, New Jersey 07310 Attention: Corporate Trust Operations— Reorganization Unit Attention: Mr. William Buckley	Confirm by Telephone: (212) 815-5788

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

        As set forth in the prospectus dated                        , 2011 (the "Prospectus"), of NBTY, Inc., a Delaware corporation (the "Issuer"), and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form, or one substantially equivalent to it, must be used to accept the Issuer's offer (the "Exchange Offer") to exchange an aggregate principal amount of up to U.S. $650,000,000 of its 9% Senior Notes due 2018 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all its outstanding 9% Senior Notes due 2018 (the "Outstanding Notes"), issued and sold in a transaction exempt from registration under the Securities Act, if (i) the Outstanding Notes are not immediately available, (ii) the Outstanding Notes, the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent on or before the Expiration Date, or (iii) if the applicable procedures under the Automated Tender Offer Program of The Depository Trust Company cannot be completed on or before the Expiration Date. This form may be delivered by an eligible institution (as defined in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to the Issuer upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Notes specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder ("Holder") of Outstanding Notes set forth in the Letter of Transmittal.

        The undersigned understands that tenders of Outstanding Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, before the Expiration Date, a facsimile transmission or letter which specifies the name of the person who tendered the Outstanding Notes to be withdrawn, identifies the Outstanding Notes to be withdrawn, including the certificate number or numbers and the aggregate principal amount of Outstanding Notes to be withdrawn, includes a statement that the person is withdrawing his election to have such Outstanding Notes exchanged, signed by the person who tendered the Outstanding Notes in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered, including any required signature guarantees and specifies the name in which the Outstanding Notes are to be re-registered, if different from that of the withdrawing holder, all in accordance with the procedures set forth in the Prospectus.

        All authority herein conferred or agreed to be conferred will survive the death, incapacity, or dissolution of the undersigned and every obligation of the undersigned hereunder will be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

        The undersigned hereby tenders the Outstanding Notes listed below:

PLEASE SIGN AND COMPLETE

Certificate Numbers of Outstanding Notes (if Available)	Principal Amount of Outstanding Notes Tendered
[SPECIMEN]	[SPECIMEN]

[SPECIMEN] Signature(s) of registered holder(s) or Authorized Signatory

Name(s)	[SPECIMEN]
(Please Type or Print)

Title [SPECIMEN]

Address [SPECIMEN]

Area Code and Telephone No. [SPECIMEN]

Date [SPECIMEN]

If Outstanding Notes will be tendered by book-entry transfer, check below:

o The Depository Trust Company

Depository Account No.: [SPECIMEN]

GUARANTEE
(Not To Be Used For Signature Guarantee)

            The undersigned, a participant in a recognized Signature Guarantee Medallion Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company together with an agent's message, pursuant to the procedure for book-entry transfer set forth in the Prospectus, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the date of execution hereof.

SIGN HERE

Name of Firm: [SPECIMEN]

Authorized Signature: [SPECIMEN]

Name (please type or print): [SPECIMEN]

Address:	[SPECIMEN]
[SPECIMEN]
[SPECIMEN]

Area Code and Telephone No.: [SPECIMEN]

Date: [SPECIMEN]

DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

PROCEDURES FOR TENDERING OUTSTANDING NOTES—GUARANTEED DELIVERY
INSTRUCTIONS

1.

Delivery of this Notice of Guaranteed Delivery.

        A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover of this Notice of Guaranteed Delivery on or before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the Holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the Holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Issuer.

2.

Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures.

        If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Outstanding Notes, without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the Holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the Holder(s) appear(s) on the face of the Outstanding Notes, without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.

Requests for Assistance or Additional Copies.

        Questions relating to the Exchange Offer or the procedure for tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company. The Issuer has also appointed Georgeson, Inc. as information agent in connection with this Exchange Offer. Holders may also direct questions and requests for assistance and additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery to the information agent as follows:

Georgeson, Inc.
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers, Please Call: (212) 440-9800
All Others Call Toll-Free: (866) 741-9588

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Exhibit 99.2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
PLEASE SIGN AND COMPLETE
SIGN HERE

EX-99.3

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Exhibit 99.3

Letter to DTC Participants Regarding the Offer to Exchange

Any and All Outstanding 9% Senior Notes due 2018
for
9% Senior Notes due 2018
of

NBTY, Inc.

Pursuant to the Prospectus dated                        , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. 

                        , 2011

To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Enclosed for your consideration is a Prospectus, dated                        , 2011 (the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), that together constitute the offer (the "Exchange Offer") by NBTY, Inc., a Delaware corporation (the "Issuer"), to exchange an aggregate principal amount of up to U.S. $650,000,000 of its 9% Senior Notes due 2018 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 9% Senior Notes due 2018 (the "Outstanding Notes"), issued and sold in a transaction exempt from registration under the Securities Act, upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        We are asking you to contact your clients for whom you hold Outstanding Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Outstanding Notes registered in their own name.

        Enclosed are copies of the following documents:

1.

The Prospectus;



2.

The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients;



3.

The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if (a) the Outstanding Notes are not immediately available, (b) the Outstanding Notes, the Letter of Transmittal and all other required documents cannot be delivered to the Exchange Agent on or before the Expiration Date or (c) the applicable procedures of DTC's Automated Tender Offer Program cannot be completed on or before the Expiration Date;



4.

A form of letter that may be sent to your clients for whose accounts you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining the clients' instructions with regard to the Exchange Offer; and



5.

Guidelines for Certificate of Taxpayer Identification Number on Form W-9.

        DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2011, unless extended by the Issuer. We urge you to contact your clients as promptly as possible.

        The Issuer will reimburse you for customary mailing and handling expenses you incur in forwarding the enclosed materials to your clients.

        Additional copies of the enclosed material may be obtained from the Exchange Agent, at the address and telephone numbers set forth in the Prospectus, or from Georgeson, Inc., as information agent in connection with this Exchange Offer, at the address and telephone numbers set forth below:

Georgeson, Inc.
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers, Please Call: (212) 440-9800
All Others Call Toll-Free: (866) 741-9588

Very truly yours,

NBTY, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER, THE EXCHANGE AGENT OR INFORMATION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

2

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

Letter to Beneficial Holders Regarding the Offer to Exchange

Any and All Outstanding 9% Senior Notes due 2018
for
9% Senior Notes due 2018
of

NBTY, Inc.

Pursuant to the Prospectus dated                        , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. 

                        , 2011

To Our Clients:

        Enclosed for your consideration is a Prospectus, dated                        , 2011 (the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), that together constitute the offer (the "Exchange Offer") by NBTY, Inc., a Delaware corporation (the "Issuer"), to exchange up to U.S. $650,000,000 of its 9% Senior Notes due 2018 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount 9% Senior Notes due 2018 (the "Outstanding Notes"), issued and sold in a transaction exempt from registration under the Securities Act, upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        These materials are being forwarded to you as the beneficial owner of Outstanding Notes carried by us for your account or benefit but not registered in your name. A tender of any Outstanding Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Issuer urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Outstanding Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish us to tender any or all of your Outstanding Notes, under the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read the Prospectus and Letter of Transmittal carefully before instructing us to tender your Outstanding Notes.

        Your instructions to us should be forwarded as promptly as possible to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2011. Outstanding Notes tendered in the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time before the Expiration Date.

        If you wish to have us tender any or all of your Outstanding Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

Instructions To Registered Holder
From Beneficial Owner of
9% Senior Notes due 2018 of

NBTY, Inc.

        The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Issuer.

        This will instruct you to tender the principal amount of Outstanding Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

        $[SPECIMEN] of the Outstanding Notes.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered, if any):

        $[SPECIMEN] of the Outstanding Notes.

o

NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that (i) the undersigned's principal residence is in the state of (fill in state) [SPECIMEN], (ii) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (iii) the undersigned has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act and at the time of consummation of the Exchange Offer the undersigned will have no such arrangement or understanding, and if the undersigned is not a broker-dealer, the undersigned is not engaging in, and does not intend to engage in, the distribution of Exchange Notes, (iv) the undersigned acknowledges and agrees that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the SEC set forth in certain no action letters (see the section of the Prospectus entitled "The Exchange Offer—Resale of Exchange Notes"), (v) the undersigned understands that a secondary resale transaction described in clause (iv) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Outstanding Notes acquired by the undersigned directly from the Issuer must be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, if applicable, of Regulation S-K of the SEC, (vi) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuer or an affiliate of any guarantor, or, if it is an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it

2

acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and (viii) the undersigned is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Outstanding Notes.

        The purchaser status of the undersigned is (check the box that applies):[SPECIMEN]

o

A "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act).



o

An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).



o

A non "U.S. person" (as defined in Regulation S under the Securities Act) that purchased the Outstanding Notes outside the United States in accordance with Rule 904 under the Securities Act.



o

Other (describe)

SIGN HERE

Name of beneficial owner(s) [SPECIMEN]

Signature(s) [SPECIMEN]

Name(s) of Signatory(ies), if different from beneficial owner (please print)	[SPECIMEN]
[SPECIMEN]

Address [SPECIMEN]

Principal place of business (if different from address listed above)	[SPECIMEN]
[SPECIMEN]

Telephone Number(s) [SPECIMEN]

Taxpayer Identification or Social Security Number [SPECIMEN]

Date [SPECIMEN]

3

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Exhibit 99.4