FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is made and entered into
by and between USANA Health Sciences, Inc., a Utah corporation (“Borrower”) and Bank of America, N.A., a
national banking association (“Bank”).
A. Borrower and Bank are parties to that certain Credit Agreement dated September 20, 1999 (as
amended or otherwise modified, the “Credit Agreement”) pursuant to which, among other things, Bank made
available a revolving line of credit in the amount of $12,500,000 and a term loan to Borrower in the amount of
B. The Credit Agreement contains certain financial covenants binding upon the Borrower, including a
minimum fixed charge coverage ratio.
C. Borrower has requested that Bank agree to modify the fixed charge coverage ratio, which Bank has
agreed to do on the terms and conditions herein contained.
NOW THEREFORE, in consideration of the foregoing, Borrower and Bank agree as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined herein shall have the meanings given
in the Credit Agreement.
2. AMENDMENT TO CREDIT AGREEMENT. Section 1.10 of the Credit Agreement is amended
and restated to read as follows:
1.10 Fixed Charge Coverage Ratio shall mean:
(a) as of the end of each of Borrower’s fiscal quarters ending March 31, 2001 through
December 29, 2001, the ratio of (i) the sum of (A) EBITDA of Borrower less (B) the sum of (1) fifty
percent (50%) of the capital expenditures made by Borrower plus (2) the provision for taxes based on
income made by Borrower to (ii) the interest expense of Borrower, in each case, for the period of four
consecutive fiscal quarters then ended;
(b) as of the end of each of Borrower’s fiscal quarters ending March 30, 2002 through
December 31, 2002, the ratio of (i) the sum of (A) EBITDA of Borrower less (B) the sum of (1) the
provision for taxes based