Standard Contracts
Exhibit 10.42 MSW WH ACQUISITION CORP. $165,000,000 11 3/4% SENIOR SUBORDINATED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
7 - 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • September 15th, 1999 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
Contract Type FiledSeptember 15th, 1999 Company Industry Jurisdiction
INDENTUREIndenture • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledAugust 14th, 2002 Company Industry
RECITALSCredit Agreement • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledDecember 20th, 2002 Company Industry Jurisdiction
SECURITY AGREEMENT BY HERBALIFE INTERNATIONAL, INC., WH HOLDINGS (CAYMAN ISLANDS) LTD., WH INTERMEDIATE HOLDINGS LTD., WH LUXEMBOURG HOLDINGS S.A.R.L., WH LUXEMBOURG INTERMEDIATE HOLDINGS S.A.R.L., WH LUXEMBOURG CM S.A.R.L., and THE SUBSIDIARY...Security Agreement • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF HERBALIFE LEINER, LLCLimited Liability Company Agreement • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledDecember 20th, 2002 Company Industry Jurisdiction
FORShareholder Agreement • March 27th, 1997 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledMarch 27th, 1997 Company Industry
RECITALSSeparation Agreement • July 31st, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledJuly 31st, 2002 Company Industry Jurisdiction
EXHIBIT 10.44 CREDIT AGREEMENT Dated as of July 31, 2002Credit Agreement • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
RECITALSEmployment Agreement • March 29th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
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andRights Agreement • August 3rd, 2000 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
Contract Type FiledAugust 3rd, 2000 Company Industry Jurisdiction
EXHIBIT 3.36 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledDecember 20th, 2002 Company Industry Jurisdiction
1 EXHIBIT 1.1 DECS TRUST III 5,000,000 DECS* SM (Representing Beneficial Interests in Contracts Relating to Shares of Class B Common Stock, $.01 par value, of Herbalife International, Inc.) Underwriting AgreementUnderwriting Agreement • March 23rd, 1998 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledMarch 23rd, 1998 Company Industry Jurisdiction
EXHIBIT 10.43 ================================================================= =============== REGISTRATION RIGHTS AGREEMENT Dated as of June 27, 2002Registration Rights Agreement • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
1 EXHIBIT 10.25 CREDIT AGREEMENT This Credit Agreement (as it may be amended or modified and in effect from time to time, the "Agreement"), dated as of December 14, 1998, is among Herbalife International of America, Inc., a California corporation...Credit Agreement • March 30th, 1999 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
Exhibit 9.1 SHAREHOLDERS' AGREEMENT AGREEMENT (this "AGREEMENT"), dated as of July 31, 2002, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the "COMPANY"), a Cayman Islands company, WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC...Shareholder Agreement • November 13th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
2 TRUST AGREEMENT FOR HERBALIFE 2001 EXECUTIVE RETENTION PLANTrust Agreement • March 30th, 2001 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledMarch 30th, 2001 Company Industry Jurisdiction
RECITALSEmployment Agreement • March 29th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
AndMerger Agreement • April 11th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
Contract Type FiledApril 11th, 2002 Company Industry Jurisdiction
RIGHTS AGREEMENT ----------------Rights Agreement • May 22nd, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledMay 22nd, 2002 Company Industry
April 10, 2002 Whitney & Co., LLC 177 Broad Street Stamford, Connecticut 06901 Attention: Peter M. Castleman Golden Gate Private Equity, Inc. One Embarcadero Center, 33rd Floor San Francisco, California 94111 Attention: Jesse Rogers Commitment Letter...Commitment Letter • May 7th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledMay 7th, 2002 Company Industry
Exhibit 10.33 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this "Agreement") is effective as of July 31, 2002, and is by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the "Company") and WH ACQUISITION CORP. ("WH Acquisition", and, together with the...Indemnification Agreement • November 13th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
RECITALSSeparation Agreement and General Release • March 29th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
1 EXHIBIT 1.2 FORWARD PURCHASE AGREEMENT* THIS AGREEMENT is made as of this [ ] day of March, 1998 among [Selling Shareholder], a limited liability company organized under the laws of the State of Delaware ("Seller" and, together with the Other...Forward Purchase Agreement • March 23rd, 1998 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledMarch 23rd, 1998 Company Industry Jurisdiction
betweenSupply Agreement • November 12th, 1997 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledNovember 12th, 1997 Company Industry Jurisdiction
1 EXHIBIT 99 SALOMON SMITH BARNEY Smith Barney Inc. 388 Greenwich Street New York, NY 10013 (212) 816-6000 PSA MASTER SECURITIES LOAN AGREEMENTMaster Securities Loan Agreement • March 23rd, 1998 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledMarch 23rd, 1998 Company Industry Jurisdiction
Exhibit 9.2 INSTITUTIONAL SHAREHOLDERS' AGREEMENT AGREEMENT (this "AGREEMENT"), dated as of July 31, 2002, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the "COMPANY"), a Cayman Islands company, WHITNEY V, L.P., a Delaware limited partnership,...Shareholder Agreements • November 13th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
R E C I T A L SConsulting Agreement • March 27th, 1997 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledMarch 27th, 1997 Company Industry Jurisdiction
Exhibit 10.38 FORM OF INCENTIVE STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") entered into as of the ____ day of __________, ____ by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the undersigned...Incentive Stock Option Agreement • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledDecember 20th, 2002 Company Industry
Exhibit 10.31 MONITORING FEE AGREEMENT This Monitoring Fee Agreement (this "Agreement") is made and entered into as of July 31, 2002, by and among Herbalife International, Inc., a Nevada corporation, on behalf of itself and each of its subsidiaries...Monitoring Fee Agreement • November 13th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledNovember 13th, 2002 Company Industry Jurisdiction
Luxembourg, December 19, 2002 WH LUXEMBOURG HOLDINGS S.a.R.L. WH LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L. WH LUXEMBOURG CM S.a.R.L. (HEREINAFTER REFERRED TO AS THE "WH GUARANTORS") Dear Sirs, We have acted as Luxembourg counsel in connection with: -...Notes Indenture • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledDecember 20th, 2002 Company Industry
CERTIFIED COPYPartnership Agreement • December 20th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledDecember 20th, 2002 Company Industry
betweenSupply Agreement • November 12th, 1997 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledNovember 12th, 1997 Company Industry Jurisdiction
RECITALSAgreement for Retention of Legal Services • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledAugust 14th, 2002 Company Industry
Exhibit 10.40 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release is entered into by and between Robert A. Sandler ("Sandler"), and Herbalife International of America, Inc./Herbalife International, Inc., and/or any...Separation Agreement • August 14th, 2002 • Herbalife International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction