GENERAL NUTRITION COMPANIES INC - S-4/A - 20040809 - EXHIBITS
Item 21.
Exhibits and Financial Statement
Schedules.
Item 21(a).
Exhibits.
3
.1
Certificate of Incorporation of Apollo GNC
Holding, Inc. (n/k/a General Nutrition Centers, Inc.),
filed October 16, 2003.(1)
3
.2
Certificate of Amendment to the Certificate of
Incorporation of Apollo GNC Holding, Inc. (changing name to
General Nutrition Centers, Inc.), filed November 19,
2003.(1)
3
.3
By-laws of General Nutrition Centers, Inc.(1)
3
.4
Articles of Incorporation of General
Nutrition, Incorporated, filed October 28, 2003.(1)
3
.5
By-laws of General
Nutrition, Incorporated.(1)
3
.6
Articles of Incorporation of General Nutrition
Corporation, filed October 28, 2003.(1)
3
.7
By-laws of General Nutrition Corporation.(1)
3
.8
Articles of Incorporation of Nutricia
Manufacturing USA, Inc. (n/k/a Nutra
Manufacturing, Inc.), filed October 31, 2003.(1)
3
.9
Amendment to Articles of Incorporation of
Nutricia Manufacturing USA, Inc. (changing name to Nutra
Manufacturing, Inc.), filed March 25, 2004.(1)
3
.10
By-laws of Nutra Manufacturing, Inc.(1)
3
.11
Certificate of Organization of GNC Franchising,
LLC, filed December 31, 2003.(1)
3
.12
Limited Liability Company Operating Agreement of
GNC Franchising, LLC, dated January 1, 2004.(1)
3
.13
Certificate of Incorporation of GND Investment
Company (n/k/a General Nutrition International, Inc.),
filed March 1, 1989.(1)
3
.14
Certificate Amendment to Certificate of
Incorporation of GNC Investment Company (changing name to
General Nutrition International, Inc.), filed
April 12, 1990.(1)
3
.15
By-Laws of General Nutrition
International, Inc.(1)
3
.16
Articles of Incorporation of General Nutrition
Investment Company, filed October 28, 2003.(1)
3
.17
By-Laws of General Nutrition Investment
Company.(1)
3
.18
Certificate of Incorporation of General Nutrition
Systems, Inc., dated September 21, 1999.(1)
3
.19
By-Laws of General Nutrition Systems, Inc.(1)
3
.20
Certificate of Incorporation of General Nutrition
Distribution Company, filed September 29, 1992.(1)
3
.21
Certificate of Amendment to Certificate of
Incorporation of General Nutrition Distribution Company
(changing name to General Nutrition Services, Inc.), filed
January 13, 1993.(1)
Certificate of Amendment to Certificate of
Incorporation of General Nutrition Services, Inc. (changing
name to General Nutrition Distribution Company), filed
February 1, 1998.(1)
3
.23
By-Laws of General Nutrition Distribution
Company.(1)
3
.24
Certificate of Incorporation of GNC, Limited,
filed April 3, 1996.(1)
3
.25
By-Laws of GNC, Limited.(1)
3
.26
Certificate of Incorporation of GNC (Canada)
Holding Company, filed April 3, 1996.(1)
3
.27
By-Laws of GNC (Canada) Holding Company.(1)
3
.28
Articles of Incorporation of Informed
Nutrition, Inc., filed November 16, 1995.(1)
3
.29
By-Laws of Informed Nutrition, Inc.(1)
3
.30
Certificate of Incorporation of General Nutrition
Government Services, Inc., filed August 14, 1996.(1)
3
.31
Certificate Amendment to Certificate of
Incorporation of General Nutrition Government
Services, Inc.(1) (changing name to GN Government Oldco
Services, Inc.), filed October 29, 2003.(1)
3
.32
Certificate Amendment to Certificate of
Incorporation of GN Government Oldco Services, Inc.
(changing name to General Nutrition Government
Services, Inc.), filed November 7, 2003.(1)
3
.33
By-Laws of General Nutrition Government
Services, Inc.(1)
3
.34
Certificate of Incorporation of GN
Investment, Inc., filed October 29, 2003.(1)
3
.35
By-Laws of GN Investment, Inc.(1)
3
.36
Articles of Incorporation of General Nutrition
Sales Corporation, filed October 28, 2003.(1)
3
.37
By-Laws of General Nutrition Sales Corporation.(1)
3
.38
Certificate of Incorporation of GNC US
Delaware, Inc., filed October 29, 2003.(1)
3
.39
By-Laws of GNC US Delaware, Inc.(1)
3
.40
Certificate of Limited Partnership of General
Nutrition Distribution, L.P., filed January 28, 1998.(1)
3
.41
Agreement of Limited Partnership of General
Nutrition Distribution, L.P., dated January 27, 1998.(1)
3
.42
Certificate of Incorporation of General Nutrition
Companies, Inc., dated October 29, 2003.(1)
3
.43
By-Laws of General Nutrition
Companies, Inc.(1)
4
.1
Indenture, dated as of December 5, 2003
among General Nutrition Centers, Inc., the Guarantors (as
defined therein) and U.S. Bank National Association, as
trustee relating to General Nutrition Centers, Inc.’s
8 1/2% Senior Subordinated Notes due 2010.(1)
4
.2
Supplemental Indenture, dated as of April 6,
2004 among GNC Franchising, LLC, General Nutrition
Centers, Inc., the other Guarantors (as defined in the
Indenture referred to therein) and U.S. Bank National
Association, as trustee relating to General Nutrition
Centers, Inc.’s 8 1/2% Senior Subordinated
Notes due 2010.(1)
4
.3
Form of 8 1/2% Senior Subordinated Note
due 2010.(1)
4
.4
Registration Rights Agreement, dated
December 5, 2003 among General Nutrition
Centers, Inc., the guarantors listed on Schedule I
thereto and Lehman Brothers Inc., J.P. Morgan Securities
Inc. and UBS Securities LLC, as the initial purchasers of the
notes.(1)
5
.1
Opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to General Nutrition
Centers, Inc., General Nutrition Companies, Inc.,
General Nutrition Distribution Company, General Nutrition
Government Services, Inc., General Nutrition
International, Inc., General Nutrition Systems, Inc.,
GNC (Canada) Holding Company, GNC, Limited, GNC US
Delaware, Inc. and GN Investment, Inc.(1)
5
.2
Opinion of Pepper Hamilton, LLP, counsel to
General Nutrition Corporation, General Nutrition Distribution,
L.P., General Nutrition, Incorporated and GNC Franchising,
LLC.(1)
5
.3
Opinion of Lewis and Roca LLP, counsel to General
Nutrition Investment Company and General Nutrition Sales
Corporation.(1)
5
.4
Opinion of Holland & Knight LLP, counsel to
Informed Nutrition, Inc.(1)
5
.5
Opinion of Kennedy Covington Lobdell &
Hickman, L.L.P., counsel to Nutra Manufacturing USA, Inc.(1)
Credit Agreement, dated as of December 5,
2003 among General Nutrition Centers Holding Company (a/k/a GNC
Corporation), General Nutrition Centers, Inc., as borrower,
the several other banks and other financial institutions or
entities from time to time party thereto, Lehman Brothers Inc.
and J.P. Morgan Securities Inc., as joint lead arrangers
and joint bookrunners, JPMorgan Chase Bank, as syndication agent
and Lehman Commercial Paper Inc., as administrative agent.(1)
10
.2
Guarantee and Collateral Agreement, dated as of
December 5, 2003, made by General Nutrition Centers Holding
Company (a/k/a GNC Corporation), General Nutrition
Centers, Inc. and certain of its subsidiaries in favor of
Lehman Commercial Paper Inc. as administrative agent.(1)
10
.3
Form of Intellectual Property Security Agreement,
dated as of December 5, 2003 made in favor of Lehman
Commercial Paper Inc. as administrative agent.(1)
10
.4
Management Services Agreement, dated as of
December 5, 2003, by and among General Nutrition
Centers, Inc., General Nutrition Centers Holding Company
(a/k/a GNC Corporation) and Apollo
Management V, L.P.(1)
10
.5
Mortgage, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing from Gustine
Sixth Avenue Associates, Ltd. as Mortgagor to Allstate Life
Insurance Company as Mortgagee dated March 23, 1999.(1)
10
.6
Patent License Agreement, dated December 5,
2003, by and between N.V. Nutricia and General Nutrition
Corporation.(1)
10
.7
Patent License Agreement, dated December 5,
2003, by and between N.V. Nutricia and General Nutrition
Investment Company.(1)
10
.8
Patent License Agreement, dated December 5,
2003, by and between N.V. Nutricia and General Nutrition
Investment Company.(1)
10
.9
Patent License Agreement, dated December 5,
2003, by and between N.V. Nutricia and General Nutrition
Corporation.(1)
10
.10
Know-How License Agreement, dated
December 5, 2003, by and between N.V. Nutricia and General
Nutrition Corporation.(1)
10
.11
Know-How License Agreement, dated
December 5, 2003, by and between Numico Research B.V. and
General Nutrition Investment Company.(1)
10
.12
Know-How License Agreement, dated
December 5, 2003, by and between General Nutrition
Corporation and N.V. Nutricia.(1)
10
.13
Patent License Agreement, dated December 5,
2003, by and between General Nutrition Investment Company and
Numico Research B.V.(1)
10
.14
GNC Live Well Later Non-Qualified Compensation
Plan.(1)
10
.15
General Nutrition Centers Holding Company 2003
Omnibus Stock Incentive Plan.(1)
10
.16
Employment Agreement, dated as of
December 5, 2003 between General Nutrition
Centers, Inc., and Louis Mancini.(1)
10
.17
First Amendment to Employment Agreement, dated
February 12, 2004 between General Nutrition
Centers, Inc. and Louis Mancini.(1)
10
.18
Employment Agreement, dated as of
December 5, 2003 between General Nutrition
Centers, Inc., and David Heilman.(1)
10
.19
First Amendment to Employment Agreement, dated
February 12, 2004 between General Nutrition
Centers, Inc. and David Heilman.(1)
10
.20
Employment Agreement, dated as of
December 5, 2003 between General Nutrition
Centers, Inc., and Joseph Fortunato.(1)
10
.21
First Amendment to Employment Agreement, dated
February 12, 2004 between General Nutrition
Centers, Inc. and Joseph Fortunato.(1)
10
.22
Employment Agreement, dated as of
December 5, 2003 between General Nutrition
Centers, Inc. and Susan Trimbo.(1)
10
.23
Employment Agreement, dated as of
December 5, 2003 between General Nutrition
Centers, Inc. and Reginald Steele.(1)
GNC/Rite Aid Retail Agreement, dated as of
December 8, 1998 between General Nutrition Sales
Corporation and Rite Aid Corporation.(3)
10
.25
Amendment to the GNC/Rite Aid Retail Agreement,
effective as of November 20, 2000 between General Nutrition
Sales Corporation and Rite Aid Hdqtrs Corp.(3)
10
.26
Amendment to the GNC/Rite Aid Retail Agreement
effective as of May 1, 2004 between General Nutrition Sales
Corporation and Rite Aid Hdqtrs Corp.(3)
12
.1
Statement Regarding the Computation of Ratio of
Earnings to Fixed Charges for General Nutrition
Centers, Inc.
21
.1
Subsidiaries of General Nutrition
Centers, Inc.(1)
23
.1
Consent of PricewaterhouseCoopers LLP relating to
financial statements of General Nutrition Companies, Inc.
23
.2
Consent of PricewaterhouseCoopers LLP relating to
financial statements of General Nutrition Centers, Inc.
23
.3
Consent of Skadden, Arps, Slate,
Meagher & Flom LLP (included in Exhibit 5.1).(1)
23
.4
Consent of Pepper Hamilton, LLP (included in
Exhibit 5.2).(1)
23
.5
Consent of Lewis and Roca LLP (included in
Exhibit 5.3).(1)
23
.6
Consent of Holland & Knight LLP (included in
Exhibit 5.4).(1)
23
.7
Consent of Kennedy Covington Lobdell &
Hickman, L.L.P. (included in Exhibit 5.5).(1)
24
.1
Powers of Attorney (included in the signature
pages to the Registration Statement).(1)
25
.1
Statement of Eligibility and Qualification on
Form T-1 of U.S. Bank National Association, as trustee
under the Indenture for General Nutrition
Centers, Inc.’s 8 1/2% Senior Subordinated
Notes due 2010.(1)
99
.1
Form of Letter of Transmittal.(1)
99
.2
Form of Notice of Guaranteed Delivery.(1)
99
.3
Form of Letter to Clients.(1)
99
.4
Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.(1)
(1)
Previously filed with the Form S-4 filed by
the Registrants on April 15, 2004.
(2)
Previously filed with the Form S-1 filed by
GNC Corporation on May 28, 2004.
(3)
Portions of this exhibit have been omitted
pursuant to a request for confidential treatment. The omitted
portions have been separately filed with the Securities and
Exchange Commission.
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