Item 1.01. Entry into a Material Definitive Agreement.

On October 2, 2012, General Nutrition Centers, Inc. ("Centers"), a Delaware corporation and an indirect wholly owned subsidiary of GNC Holdings, Inc. (the "Company"), entered into a Second Amendment (the "Second Amendment") to its Credit Agreement, dated March 4, 2011. Pursuant to the Second Amendment, Centers' term loan bears interest at a rate per annum equal to the greater of the sum of the applicable Adjusted LIBO Rate and 1.00% plus the applicable margin of 2.75%.

A copy of the Company's press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On October 2, 2012, the Company issued a press release announcing the repricing of its term loan. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description

99.1 Press Release, dated October 2, 2012.

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