Exhibit 6
Commitment for Private Equity Financing
VS INVESTORS LLC
299 Park Avenue
New York, NY 10171
January 12, 2001
Vitamin Shoppe Industries Inc.
4700 Westside Avenue
North Bergen, New Jersey 07047
Re: Commitment for Private Equity Financing
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Ladies and Gentlemen:
You have advised us that Vitamin Shoppe Industries Inc. (the "Company")
is seeking private equity financing (the "Private Equity Financing") to finance
the acquisition of all of the issued and outstanding shares of Class A common
stock of VitaminShoppe.com, Inc., a Delaware corporation (the "Subsidiary"),
pursuant to a merger of the Subsidiary with and into the Company (the "Merger"),
with the Company being the surviving corporation.
Based upon and subject to the terms and conditions set forth in this
Commitment Letter (the "Commitment Letter"), VS Investors LLC (the "Investor")
hereby commits to purchase, through one or more affiliated entities or nominees,
at a valuation previously agreed to by the Company and the Investor, newly
issued shares of common stock and/or preferred stock of the Company (the "New
Stock"), in an amount sufficient for the Company to pay the merger
consideration, which is approximately $7.3 million, and the transaction costs
related thereto, up to a maximum commitment of $10 million (the "Commitment",
and together with the Private Equity Financing and the Merger, the "Contemplated
Transactions"). The Investor acknowledges that each of the current shareholders
and warrant holders of the Company may elect to purchase its pro rata share of
the New Stock offered by the Company in connection with the Private Equity
Financing.
The Company and Investor shall execute definitive documentation related
to the Private Equity Financing, including a stock purchase agreement containing
standard and customary terms, representations, warranties and covenants
(collectively, the "Definitive Documents"). The commitments and agreements of
the Investor hereunder shall are subject only to (i) the approval of the
Company's lenders and (ii) the condition that the consummation of the Merger
occur simultaneously with, or substantially simultaneously with, the closing of
the Private Equity Financing.
Except as required by applicable law, including in connection with any
documents required to be filed with the Securities and Exchange Commission or
provided to the Subsidiary's shareholders in connection with the Contemplated
Transactions, this Commitment Letter and the contents of any Definitive
Documents shall not be disclosed by the Company to any third party without the
prior consent of the Investor, other than to the Company's attorneys,
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Vitamin Shoppe Industries Inc.
January 12, 2001
Page 2
financial advisors and accountants, but in each case only in connection with the
Contemplated Transactions.
The provisions of the immediately preceding paragraph shall remain in
full force and effect regardless of whether Definitive Documents shall be
executed and delivered and notwithstanding the termination of this Commitment
Letter; provided, however, that if any Definitive Documents are executed and
delivered, to the extent the provisions contained therein specifically address
any issue provided for in the provisions of any of the immediately preceding
paragraph, the applicable terms of such Definitive Documents shall supercede
such provisions of the immediately preceding paragraph.
This Commitment Letter may be executed in counterparts, each of which
shall constitute an original but all of which, taken together, shall constitute
a single agreement. This Commitment Letter embodies the entire agreement and
understanding between the Company and the Investor with respect to the specific
matters set forth herein and supersedes all prior agreements and understandings
relating to the subject matter hereof.
THIS COMMITMENT LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY JURISDICTION'S
PRINCIPLES OF CONFLICTS OF LAW.
If you are in agreement with the foregoing, please countersign this
Commitment Letter where indicated below and return it, by fax and first class
mail, to us at the fax number and address indicated at the top of this
Commitment Letter. Following acceptance by the Company, this Commitment Letter
shall expire at 5:00 p.m. on April 10, 2001 unless the Private Equity Financing
is closed by such time.
[Signature page follows.]
<PAGE>
Vitamin Shoppe Industries Inc.
January 12, 2001
Page 3
Very truly yours,
VS INVESTORS LLC
By: FdG Associates Acquisition L.P., the Class
C Member
By: FdG Acquisition Corp., its General
Partner
By: /s/ M. Anthony Fisher
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Name: M. Anthony Fisher
Title: Vice President
ACCEPTED AND AGREED TO THIS
12TH DAY OF JANUARY, 2001:
VITAMIN SHOPPE INDUSTRIES INC.
By: /s/ Jeffrey J. Horowitz
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Name: Jeffrey J. Horowitz
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Title: Chairman
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