First Amendment to Amended and Restated Credit Agreement

This FIRST AMENDMENT (this "First Amendment") to Amended and Restated Credit Agreement referred to below, dated this 11^th day of June, 2012, is by and among NutriSystem, Inc., a Delaware corporation (the "Company"), certain Subsidiaries of the Company set forth on the signature page hereto (together with the Company, each individually a "Borrower" and collectively, the "Borrowers"), the lenders party hereto (the "Lenders"), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (acting in its capacity as Administrative Agent, the "Administrative Agent").

A. Pursuant to that certain Amended and Restated Credit Agreement dated December 5, 2011 (as amended, modified or otherwise supplemented from time to time, the "Credit Agreement") by and among the parties hereto and JPMorgan Chase Bank, N.A., as Syndication Agent, the Lenders agreed, inter alia, to extend to the Borrowers a revolving credit facility in the maximum aggregate principal amount of One Hundred Million Dollars ($100,000,000).

B. The Borrowers have requested, and the Required Lenders have agreed, subject to the terms and conditions provided herein, to make certain amendments to the Credit Agreement.

Now, therefore, for value received, and in consideration of Loans made or to be made, and other credit accommodations given or to be given, to the Borrowers by the Lenders from time to time, the Borrowers and Required Lenders hereby agree as follows:

Four Consecutive Fiscal Quarters Amount Ending During

the period from the First Amendment $30,000,000

ratified and confirmed by the Borrowers. Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments to any of the Loan Documents.

6. Acknowledgments. To induce the Administrative Agent and the Required Lenders to enter into this First Amendment, the Borrowers acknowledge, agree, warrant, and represent to the Lenders that:

7. Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law doctrine of the State of New York.

9. Headings. The headings of the sections of this First Amendment are inserted for convenience only and shall not be deemed to constitute a part of this First Amendment.

10. Counterparts. This First Amendment may be executed in any number of counterparts with the same affect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and Restated Credit Agreement to be duly executed as of the date first above written.

NUTRI/SYSTEM IPHC, INC.

By: /s/ David D. Clark

Name: David D. Clark

Title: EVP & Chief Financial Officer

NSI TECH, INC.

By: /s/ David D. Clark

Name: David D. Clark

Title: EVP & Chief Financial Officer

bank of america, n.a., as Administrative Agent

By: /s/ Charlene Wright-Jones

Name: Charlene Wright-Jones

Title: Vice President

bank of america,

and Swing Line Lender

By: /s/ Joseph Flynn

Name: Joseph Flynn

Title: Senior Vice President

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Peter M. Killea

Name: Peter M. Killea

Title: Senior Vice President

WELLS FARGO BANK, N.A., as a Lender

By: /s/ Robert Bauer

Name: Robert Bauer

Title: Senior Vice President

FIRST NIAGARA BANK, N.A., as a Lender

By: /s/ Carl Goelz

Name: Carl Goelz

Title: First Vice President

REPUBLIC BANK, as a Lender

By: /s/ Stephen McWilliams

Legal Fees & Outside Services Cash $350 $1,550 $1,900 Severance Cash 0 2,303 2,303 Severance Non-Cash 0 3,303 3,303

Executive Severance - Total $350 $7,156 $7,506

Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 5, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among NutriSystem, Inc., a Delaware corporation (the "Company"), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Company has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. (a) The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements and fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

(b) The Company has delivered the reports detailing the first time order and reactivation statistics of the Borrowers required by Section 6.01(d) of the Agreement for the fiscal quarter of the Company ended as of the above date and such reports fairly and accurately present the reactivation statistics of the Borrowers for such period.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by such financial statements.

3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

[to the best knowledge of the undersigned, during such fiscal period the Company performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of each Borrower contained in Article V of the Agreement, and any representations and warranties of any Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedules 1, 2 and 3 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .

For the Quarter/Year ended
___________________
("Statement Date")

I. Section 7.11 (a) -Minimum Consolidated Fixed Charge Coverage Ratio.

A. Adjusted Consolidated EBITDA for four consecutive fiscal quarters ending on above date ("Subject Period") (from Schedule 2): $

Is Line III.A. equal to or greater than the amount in the table in II.B. for the corresponding period? __Y or __ N

IV. Section 7.11(d) - Minimum Cash (for the period commencing on the First Amendment Effective Date through March 31, 2013)

For the Quarter/Year ended
___________________
("Statement Date")

Adjusted Consolidated EBITDA

(in accordance with the definition of Adjusted Consolidated EBITDA as set forth in the Agreement)

• income taxes
• depreciation expense
• amortization expense
• non-recurring non-

• income tax credits
• non-cash income

For the Quarter/Year ended
___________________
("Statement Date")

Consolidated Funded Indebtedness

(in accordance with the definition of Consolidated Funded Indebtedness as set forth in the Agreement)

= Consolidated Funded Indebtedness

FORM OF PERMITTED STOCK REPURCHASE COMPLIANCE CERTIFICATE

Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 5, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among NutriSystem, Inc., a Delaware corporation (the "Company"), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:

1. On the date hereof, the Company is making a Permitted Stock Repurchase in accordance with Section 7.06(d) of the Credit Agreement.

2. No Default or Event of Default has occurred or is continuing as of the date hereof and none would result from the Permitted Stock Repurchase made on the date hereof.

3. The analyses and information set forth on Schedules 1, 2, 3 and 4 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .

Date of Permitted Stock Repurchase:
___________________
("Repurchase Date")

     SCHEDULE 1 to the Permitted Stock Repurchase Compliance Certificate

E. Maximum aggregate Permitted Stock Repurchase Amount (if Permitted Stock Repurchase to be made when EBITDA <$70,000,000): $150,000,000

F. Excess (deficiency) for compliance (Line I.D. - I.E.): $

2014, equal to or less than 0.80 to 1.0 and (ii) after April 1, 2013, equal to or less than 1.75 to 1.0 __ Y or __ N

E. (i) Between the First Amendment Effective Date and March 31, 2013, Consolidated EBITDA (from Schedule 3) times 0.80, and (ii) after April 1, 2013 Consolidated EBITDA (from Schedule 3) times 1.75: $

March 31, 2013, $55,000,000 and (ii) after April 1, 2013, $50,000,000 __ Y or __ N

Date of Permitted Stock Repurchase:
___________________
("Repurchase Date")

Adjusted Consolidated EBITDA

(in accordance with the definition of Adjusted Consolidated EBITDA as set forth in the Agreement)

• income taxes
• depreciation expense
• amortization expense
• non-recurring non-

• income tax credits
• non-cash income

Date of Permitted Stock Repurchase:
___________________
("Repurchase Date")

Consolidated Funded Indebtedness

(in accordance with the definition of Consolidated Funded Indebtedness as set forth in the Agreement)

Date of Permitted Stock Repurchase:
___________________
("Repurchase Date")

Consolidated EBITDA

(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement)

• income taxes
• depreciation expense
• amortization expense
• non-recurring non-

portion of the Executive Severance taken during the fiscal year ending December 31, 2012

• income tax credits
• non-cash income

= Consolidated EBITDA