SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.88

SECOND AMENDMENT TO CREDIT AGREEMENT

          SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 17, 2007 (this “Amendment”), among Herbalife International, Inc., a Nevada corporation (“Borrower”), Herbalife Ltd., a Cayman Islands exempted company with limited liability (“Holdings”), and the other guarantors identified as such on the signature pages hereto (together with Borrower and Holdings, the “Loan Parties”), and Xxxxxxx Xxxxx Capital Corporation (“MLCC”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), in connection with that certain Credit Agreement, dated as of July 21, 2006, as amended by that certain First Amendment to Credit Agreement, dated as of June 21, 2007 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Loan Parties, the lenders party thereto from time to time (the “Lenders”), the Administrative Agent, and MLCC, as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity, the “Collateral Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.

W I T N E S S E T H:

          WHEREAS, the Loan Parties, the Lenders named therein, the Administrative Agent and the other parties thereto have entered into the Credit Agreement, and the Loan Parties and the Collateral Agent have entered into the Security Agreement;

          WHEREAS, the Borrower has requested an increase in the amount of its revolving credit facility in an aggregate principal amount of $150,000,000 (the “Revolving Facility Increase”);

          WHEREAS, the Borrower has asked the Administrative Agent to amend certain provisions of the Credit Agreement related to the Revolving Facility Increase; and

          WHEREAS, the Administrative Agent is willing to consent to such amendments on the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the premises and the agreements herein contained, the Loan Parties and the Administrative Agent hereby agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

          Immediately upon the Effective Date (as defined in Article III below), the following amendments to the Credit Agreement shall become operative:

          Section 1.1 Section 2.18. Section 2.18 of the Credit Agreement is hereby amended by adding the following subsection (e):

          (e) Each of the Revolving Lenders having a Revolving Commitment prior to such Increased Amount Date shall assign, or shall be deemed to have assigned, without recourse, to any Additional Lender as of the Increased Amount Date, and such Additional Lenders shall purchase, or shall be deemed to have purchased, from such assigning Revolving Lenders, such interests in the Revolving Loans outstanding on such Increased Amount Date as

shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increased Revolving Commitments. Such Additional Lenders shall fund any such purchases on the Increased Amount Date. Borrower agrees to pay to the Revolving Lenders on demand any and all amounts required by Section 2.13 resulting from such assignment or purchase of the outstanding Revolving Loans.

          Section 1.2 Commitment Schedule. Annex II attached to the Credit Agreement is hereby deleted in its entirety and replaced with the Annex II attached hereto as Exhibit B.

ARTICLE II

CONFIRMATION

          Each of the Loan Parties hereby confirms that all Loans issued or to be issued pursuant to the Revolving Commitment, as increased by the Revolving Facility Increase, are and continue to constitute “Secured Obligations” (under and as defined in the Security Agreement) and such Secured Obligations are and continue to be secured by the Security Agreement Collateral.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

          Immediately upon the satisfaction of all of the following conditions, the amendments contained in Article I of this Amendment shall become effective (the date on which the applicable conditions are satisfied being the “Effective Date”):

          (a) Amendment. The Administrative Agent shall have received a duly executed counterpart of this Amendment from each of the Loan Parties and the Administrative Agent.

          (b) Representations and Warranties. Each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date).

          (c) Default. No Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall result from the Credit Facilities Increase.

          (d) Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of Borrower,

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confirming compliance with the conditions precedent set forth in (b) and (c) of this Article III.

          (e) Increase Documents. The Administrative Agent shall have received joinder agreements in form and substance reasonably acceptable to it executed by each new Lender and the Borrower.

          (f) Opinion of Counsel. The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special counsel for certain of the Loan Parties (A) in form reasonably acceptable to the Administrative Agent, (B) dated the Effective Date, (C) addressed to the Administrative Agent, the Issuing Bank, and the Lenders and (D) covering such other matters relating to this Amendment, the other Loan Documents and the Revolving Facility Increase, as the Administrative Agent shall reasonably request.

          (g) Requirements of Law. The Administrative Agent shall be satisfied that the Revolving Facility Increase shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board.

          (h) Patriot Act. The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S.A. Patriot Act.

          (i) Fee Letter Amounts. The Borrower shall have paid all fees and expenses due and payable pursuant to that certain Revolving Facility Increase Fee Letter, dated as of August ___, 2007, by and between the Borrower, and the Administrative Agent.

          (j) Fees and Expenses. The Borrower shall have paid all fees and expenses (including, without limitation, legal fees and expenses) payable pursuant to the Loan Documents that have been invoiced on or prior to the date hereof.

ARTICLE IV

MISCELLANEOUS

          Section 4.1 Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

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          Section 4.2 No Representations by Lenders or Agents. The Loan Parties hereby acknowledge that they have not relied on any representation, written or oral, express or implied, by any Lender or any Agent, in entering into this Amendment.

          Section 4.3 Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants to the Agents and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and no Default or Event of Default will result from the Credit Facilities Increase, and (c) no Material Adverse Change has occurred since December 31, 2005.

          Section 4.4 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby and by the Credit Agreement.

          Section 4.5 Headings. Article and section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

          Section 4.6 Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

          Section 4.7 Costs and Expenses. Borrower agrees to pay all reasonable out-of-pocket expenses incurred by any Agent and in connection with the preparation, execution and delivery, administration of this Amendment and the other Loan Documents (whether or not the transactions hereby or thereby contemplated shall be consummated).

          Section 4.8 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW XX XXX XXXXX

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          XX XXX XXXX (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

          Section 4.9 Waiver. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE CREDIT FACILITIES INCREASE CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.9.

          Section 4.10 Ratification of Guarantees. Each Loan Party hereby consents to this Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, each of the Guarantees to which it is a party is, and shall continue to be, in full force and effect and each such Guarantee is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference in such Guarantees to the “Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment, and (b) the Security Documents to which it is a party and all of the Security Agreement Collateral described therein do, and shall continue to, secure the payment of all of the “Secured Obligations” (as defined in the Security Agreement), including, without limitation, the loans made pursuant to the Revolving Facility Increase secured thereby.

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          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

HERBALIFE INTERNATIONAL, INC.,
a Nevada corporation, as Borrower
 

By:  

Name:  

Title:  

WH CAPITAL CORPORATION,
a Nevada corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL OF AMERICA, INC.,
a Nevada corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL OF EUROPE, INC.,
a California corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.,
a California corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL DISTRIBUTION, INC.,
a California corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE TAIWAN, INC.,
a California corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL (THAILAND), LTD.,
a California corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL DO BRASIL LTDA.,
a corporation dually organized in Brazil and Delaware, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE LTD.,
a Cayman Islands exempted company with limited liability, as a Guarantor
 

By:  

Name:  

Title:  

WH INTERMEDIATE HOLDINGS LTD.,
a Cayman Islands exempted company with limited liability, as a Guarantor
 

By:  

Name:  

Title:  

HBL LTD.,
a Cayman Islands exempted company with limited liability, as a Guarantor
 

By:  

Name:  

Title:  

HV HOLDINGS LTD.,
a Cayman Islands exempted company with limited liability, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE DISTRIBUTION LTD.,
a Cayman Islands exempted company with limited liability, as a Guarantor
 

By:  

Name:  

Title:  

WH LUXEMBOURG HOLDINGS S.à.X.X.,
a Luxembourg corporation, as a Guarantor
 

By:  

Name:  

Title:  

HLF LUXEMBOURG HOLDINGS S.à X.X.,
a Luxembourg corporation, as a Guarantor
 

By:  

Name:  

Title:  

WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.X.X.,
a Luxembourg corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE INTERNATIONAL LUXEMBOURG S.À.X.X.,
a Luxembourg corporation, as a Guarantor
 

By:  

Name:  

Title:  

HERBALIFE LUXEMBOURG DISTRIBUTION S.à.X.X.,
a Luxembourg corporation, as a Guarantor
 

By:  

Name:  

Title:  

XXXXXXX XXXXX CAPITAL CORPORATION,
as Administrative Agent
 

By:  

Name:  

Title:  

Annex II

Lenders’ Notice Information and Commitments

		Revolving				Term Loan
Lender		Commitment				Commitment
Xxxxxxx Xxxxx Capital Corporation		$	5,000,000			$	63,000,000
Xxxxxxx Xxxxx Bank USA		$	5,000,000			$	0
JPMorgan Chase Bank, N.A.		$	29,000,000			$	5,000,000
Xxxxxx Xxxxxxx Bank		$	5,000,000			$	0
HSBC Bank USA, National Association		$	26,000,000			$	20,000,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank International”, New York Branch		$	26,000,000			$	20,000,000
Bank of America, N.A.		$	30,500,000			$	0
Citicorp USA, Inc.		$	16,500,000			$	0
Fortis Capital Corp.		$	19,000,000			$	15,000,000
General Electric Capital Corporation		$	0			$	20,000,000
The Governor and Company of the Bank of Ireland		$	0			$	20,000,000
Bayerische Hypo- Und Vereinsbank AG, New York Branch		$	5,000,000			$	10,000,000
Union Bank of California, N.A.		$	10,000,000			$	10,000,000
The CIT Group/Equipment Financing, Inc.		$	0			$	10,000,000
Comerica West Incorporated		$	12,000,000			$	7,000,000
U.S. Bank National Association		$	14,000,000			$	0
KeyBank National Association		$	14,000,000			$	0
Xxxxxxx Sachs Credit Partners L.P.		$	5,000,000			$	0
Wachovia Bank, NA		$	14,000,000			$	0
SunTrust Bank		$	14,000,000			$	0
Total		$	250,000,000			$	200,000,000

Xxxxxxx Xxxxx Capital Corporation

Xxxxxxx Xxxxx Capital Corporation
0 Xxxxx Xxxxxxxxx Xxxxxx
00^xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Xxxxxxx Xxxxx Bank USA

00 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Xxxxxx Xxxxxxx Bank

Xxx Xxxxxxxxxx Xxxxx, 0xx Xxxxx
000 Xxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Dell’Aquila / Xxxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 0000-0000

JPMorgan Chase Bank, N.A.

JPMorgan Chase Bank, N.A.
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx Xxxx, XX 00000
Attention: Xxxx Xxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000; and

X.X. Xxxxxx Securities Inc.
1999 Avenue of the Xxxxx
Xxxxx 00
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

U.S. Bank National Association

0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000, XX-XX-XXXX
Xxxxxx Xxxxx, XX 00000
Attention: R. Xxxx Xxxxxxx, Senior Vice President
Phone: (000) 000-0000
Telecopy No. (000) 000-0000

HSBC Bank USA, National Association

HSBC Bank USA, National Association
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Cooperatieve Centrale Raiffeisen-
Boerenleenbank, B.A. “Rabobank
International”, New York Branch

Rabobank Support Services, Inc.
Corp. Services – Loan Admin.
00 Xxxxxxxx Xxxxx, 00^xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000; and

Rabobank International
00000 Xxxx Xxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: J. Xxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Citicorp USA, Inc.

Citicorp USA, Inc.
000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Phone: (000) 000-0000
Telecopy No.: (000)000-0000

General Electric Capital Corporation

General Electric Capital Corporation
Corporate Financial Services
000 Xxxxxxx 0, X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxx Xxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Bank of America, N.A.

Bank of America, N.A.
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Fortis Capital Corp.

Fortis Capital Corp.
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Solveyra
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

The Governor and Company of the Bank of Ireland

The Governor and Company of the Bank of Ireland
Bank of Ireland Leveraged Finance
U.S. Representative Xxxxxx
00 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Bayerische Hypo- Und Vereinsbank AG,
New York Branch

Bayerische Hypo- Und Vereinsbank AG, New
York Branch
000 Xxxx 00^xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

The CIT Group/Equipment Financing, Inc.

The CIT Group/Equipment Financing, Inc.
CIT Syndicated Loan Group
One Stamford Plaza, 000 Xxxxxxx Xxxx, 0^xx
Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

KeyBank National Association

000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxx Xxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Xxxxxxx Xxxxx Credit Partners L.P.

00 Xxxxxx Xxxxxx, 00^xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Union Bank of California, N.A.

Union Bank of California, N.A.
000 X. Xxxxxxxx Xxxxxx 00/X
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Comerica West Incorporated

Comerica Bank
000 Xxxxx Xxxxxxxxx, 0^xx Xxxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Clear
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

SunTrust Bank

000 Xxxxxxxxx Xx., XX – 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxx Xxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000

Wachovia Bank, NA

0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000