FIRST AMENDMENT

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of August 1, 2012 (this “Amendment”), to the CREDIT AGREEMENT dated as of March 4, 2011 (as amended, modified, restated and supplemented from time to time, the “Credit Agreement”), among GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), GNC CORPORATION, a Delaware corporation (“Parent”), the lending and other financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other parties party thereto.

WHEREAS, pursuant to the Credit Agreement, the Lenders, the Issuing Bank and the Swingline Lender have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended as set forth herein;

WHEREAS, the Required Lenders and the Administrative Agent are willing to agree to such amendments, subject to the terms and conditions set forth herein;

WHEREAS, pursuant to Section 2.24(a) of the Credit Agreement, the Borrower has requested that the 2012 Incremental Term Lenders (as defined below) provide Incremental Term Loans (as defined in the Credit Agreement) in the form of 2012 Incremental Term Loans (as defined below) to the Borrower in an aggregate principal amount of $200,000,000; and

WHEREAS, the 2012 Incremental Term Lenders are willing to provide such Incremental Term Loans in the form of 2012 Incremental Term Loans to the Borrower pursuant to the terms and subject to the conditions set forth herein;

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1.           Defined Terms.  Terms defined in the preamble to this Amendment shall have the meanings given to such terms in such preamble. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. In addition, as used in this Amendment, the following terms have the meanings specified below:

“2012 Incremental Term Commitment”:  as to any 2012 Incremental Term Lender, the obligation of such Lender, if any, to make a 2012 Incremental Term Loan hereunder to the Borrower in a principal amount not to exceed the amount set forth under the heading “2012 Incremental Term Commitment” opposite such Lender’s name on Schedule 1 hereto. The aggregate amount of the 2012 Incremental Term Commitments of all 2012 Incremental Term Lenders as of the First Amendment Effective Date is $200,000,000.

“2012 Incremental Term Facility”:  each of the 2012 Incremental Term Commitments and the 2012 Incremental Term Loans made thereunder.

“2012 Incremental Term Lenders”:  each Lender that has a 2012 Incremental Term Commitment or is the holder of a 2012 Incremental Term Loan.

“2012 Incremental Term Loan”:  as defined in Section 2.

“Acknowledgment and Confirmation”:  an acknowledgement and confirmation substantially in the form of Exhibit A hereto.

“First Amendment Effective Date”:  as defined in Section 6.

“Specified Provisions”:  Sections 2.1, 2.2, 2.3, 2.24 and 3.15 of the Credit Agreement.

SECTION 2.           2012 Incremental Term Loans.  (a) Subject to the terms and conditions set forth herein, each 2012 Incremental Term Lender severally agrees to make term loans (each, a “2012 Incremental Term Loan”) to the Borrower in Dollars on the First Amendment Effective Date in an aggregate principal amount not to exceed the 2012 Incremental Term Commitment of such Lender pursuant to a single Borrowing. Unless previously terminated, the 2012 Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

(b)           All amounts of the 2012 Incremental Term Loans shall be made available to the Administrative Agent, and the Administrative Agent will make such amounts available to the Borrower, each in accordance with Section 2.9 of the Credit Agreement.  The failure of any 2012 Incremental Term Lender to make any 2012 Incremental Term Loan required to be made by it shall not relieve any other 2012 Incremental Term Lender of its obligations hereunder.

(c)           Except as expressly set forth herein and the Credit Agreement and other than with respect to the Specified Provisions, the 2012 Incremental Term Loans will have the same terms as the Tranche B Term Loans and will increase the outstanding principal amount of the Tranche B Term Loans.  The existing outstanding Tranche B Term Loans and the 2012 Incremental Term Loans shall constitute a single class and together shall be the Tranche B Term Loans and the Tranche B Term Loan Facility.  Each 2012 Incremental Term Lender, by executing and delivering this Amendment, shall be a Lender for all purposes of the Loan Documents (including Section 8 thereof).  For the avoidance of doubt, the entire 2012 Incremental Term Facility shall be a Ratio-Based Incremental Facility. The Lenders consent to the 2012 Incremental Term Loans and hereby waive application of the requirement to give notice to the Administrative Agent of the request for such 2012 Incremental Term Loans as set forth in the first sentence of Section 2.24(a) of the Credit Agreement.

(d)           Notwithstanding anything to the contrary contained herein or in the Credit Agreement, the 2012 Incremental Term Loans shall initially be Eurodollar Loans with a single Interest Period beginning on the First Amendment Effective Date and ending on August 28, 2012.

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SECTION 3.           Amendment to Section 1.1.  Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in alphabetical order:

“First Amendment”:  the First Amendment, dated as of August     , 2012, to this Agreement.

“First Amendment Effective Date”:  as defined in the First Amendment.

“2012 Incremental Term Lender”:  as defined in the First Amendment.

SECTION 4.           Amendment to Section 2.3.  Section 2.3 of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

2.3  Repayment of Tranche B Term Loans.

The Tranche B Term Loan of each Tranche B Term Loan Lender, including the 2012 Incremental Term Lenders, outstanding on the First Amendment Effective Date shall mature in 22 consecutive quarterly installments (each a “Tranche B Term Loan Installment Date”), commencing on September 30, 2012, each of which shall be in an amount equal to such Lender’s Tranche B Term Loan Percentage multiplied by the amount set forth below opposite such installment:

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; provided that the final principal repayment installment of the Tranche B Term Loans repaid on the Tranche B Term Loan Maturity Date shall be, in any event, in an amount equal to the aggregate principal amount of all Tranche B Term Loans outstanding on such date.

SECTION 5.           Amendment to Section 6.6. Section 6.6(d)(i) of the Credit Agreement is hereby amended by deleting the amount “$25,000,000” and replacing it with the amount “$75,000,000”.

SECTION 6.           Conditions to Effectiveness and Funding.  This Amendment shall become effective on the date (which date shall not be later than August 31, 2012) on which each of the following conditions is satisfied (the “First Amendment Effective Date”):

(a)           The Administrative Agent shall have received from the Borrower, the 2012 Incremental Term Lenders, the Required Lenders and the Administrative Agent, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b)           The Administrative Agent shall have received an Acknowledgment and Confirmation from an authorized officer of each Loan Party.

(c)           The Administrative Agent shall have received, on behalf of itself and the Lenders, on the First Amendment Effective Date, a written opinion of (i) the General Counsel of the Borrower and its Subsidiaries and (ii) Proskauer Rose LLP, counsel to Parent, the Borrower and its Subsidiaries, in each case (a) dated the First Amendment Effective Date and (b) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Loan Documents and this Amendment as the Administrative Agent shall reasonably request and in each case no broader than the respective opinions delivered by such Persons pursuant to Section 4.1(h) of the Credit Agreement.

(d)           The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of the Borrower certified (as of a date reasonably near the First Amendment Effective Date) by the relevant authority of the jurisdiction of organization of the Borrower, and (ii) a good standing certificate (as of a date reasonably near the First Amendment Effective Date) for the Borrower from its jurisdiction of organization.

(e)           The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to the 2012 Incremental Term Loans, the representations and warranties made by any Loan Party in or pursuant to the Loan Documents, as amended by this Amendment, are true and

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correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect) and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date after giving effect to the 2012 Incremental Term Loans.

(f)            The Lenders, the Administrative Agent and the Lead Arranger with respect to the 2012 Incremental Term Facility shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented not less than one Business Day prior to the First Amendment Effective Date.

(g)           The Consolidated Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period as if the 2012 Incremental Term Loans had been outstanding on the last day of such Relevant Reference Period, shall not exceed 3.50 to 1.00, and the Borrower shall have provided reasonably satisfactory support for such calculations to the Administrative Agent and the Lenders.

(h)           The Lenders shall have received a reasonably satisfactory solvency certificate by the chief financial officer of the Borrower with respect to the solvency of the Loan Parties, on a consolidated basis, after giving effect to the 2012 Incremental Term Loans and the use of proceeds thereof.

SECTION 7.           Representations and Warranties.  The Borrower represents and warrants to the Administrative Agent and to each of the Lenders that:

(a)           each of the representations and warranties made in Section 3 of the Credit Agreement and in the other Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect);

(b)           after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;

(c)           after giving effect to this Amendment, the 2012 Incremental Term Loans and the application of the proceeds thereof, and after giving effect to Sections 2.1(b) and 2.2 of the Guarantee and Collateral Agreement, on the First Amendment Effective Date the Loan Parties, on a consolidated basis, are Solvent; and

(d)           the full amount of the 2012 Incremental Term Loans may be drawn without violating the terms of any Material Debt.

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SECTION 8.           Amendments; Counterparts.  (a) This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of Parent or the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent.  Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

(b)           The Borrower and the other parties hereto hereby acknowledge and agree that this Amendment and the Acknowledgment and Confirmation shall each constitute a “Loan Document” as such term is used in the Credit Agreement, and each reference in the Credit Agreement as amended hereby to the “Loan Documents” shall be deemed to include this Amendment and the Acknowledgment and Confirmation.

(c)           This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, including by means of facsimile or electronic transmission in .pdf format, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(d)           Except as expressly provided herein, the 2012 Incremental Term Loans shall be subject to the provisions of the Credit Agreement and the other Loan Documents that apply to “Loans” and “Tranche B Term Loans” thereunder.

SECTION 9.           Acknowledgment.  The parties hereto agree that (a) the 2012 Incremental Term Facility is an “Incremental Facility” for purposes of the Credit Agreement and (b) this Amendment is an “Incremental Facility Amendment” as defined in the Credit Agreement and is, together with the borrowings made hereunder, subject in all respects to the terms and provisions of the Credit Agreement except as expressly set forth in this Amendment and the Credit Agreement.

SECTION 10.         Notices.  All notices hereunder shall be given in accordance with the provisions of Section 9.1 of the Credit Agreement.

SECTION 11.         GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 9.9 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN, MUTATIS MUTANDIS.

SECTION 12.         Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

SECTION 13.         Headings.  The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment.

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SECTION 14.         Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[SIGNATURE PAGES FOLLOW.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

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