Underwriting Agreement

On August 9, 2012, GNC Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") among the Company, Goldman, Sachs & Co., as sole underwriter (the "Underwriter"), Ares Corporate Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board (together with Ares, the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 10,000,000 shares (the "Offering Shares") of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), to the Underwriter at a price of $38.42 per share (the "Offering"). The Offering is expected to close on August 14, 2012, subject to the satisfaction of customary closing conditions. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated August 9, 2012, to the prospectus, dated August 9, 2012, included in the Company's registration statement on Form S-3 (File No. 333-183188), which was filed with the Securities and Exchange Commission (the "Commission") on August 9, 2012.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

Repurchase Agreement

On August 9, 2012, the Company entered into an agreement (the "Repurchase Agreement") with Ares to repurchase 6,000,000 shares of Common Stock, immediately following the closing of the Offering, directly from Ares at a price equal to $38.42 per share, which equals the price at which the Selling Stockholders will sell the Offering Shares to the Underwriter (the "Repurchase"). The Company intends to fund the Repurchase from borrowings under its $200.0 million incremental term loan facility, together with cash on hand. Each of the consummation of the Repurchase and the closing of the Offering is conditioned upon the other.

The Repurchase will be made pursuant to a previously approved share repurchase program pursuant to which the Company may purchase shares of its outstanding Common Stock representing up to an aggregate of $300.0 million. Prior to the consummation of the Offering and the Repurchase, the Company had purchased $58.1 million, or 1,500,000 shares, of Common Stock pursuant to such repurchase program.

The foregoing summaries of the material terms of each of the Underwriting Agreement and Repurchase Agreement are qualified in their entirety by the Underwriting Agreement and the Repurchase Agreement, respectively, which are attached as Exhibit 1.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits:

Exhibit Number                               Description

1.1               Underwriting Agreement, dated August 9, 2012, by and among GNC
                  Holdings, Inc., Goldman, Sachs & Co., as sole underwriter, Ares
                  Corporate Opportunities Fund II, L.P. and Ontario Teachers'
                  Pension Plan Board.

5.1               Opinion of Proskauer Rose LLP.

10.1              Stock Repurchase Agreement, entered into as of August 9, 2012, by
                  and among GNC Holdings, Inc. and Ares Corporate Opportunities
                  Fund II, L.P.