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
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
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
