REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2004 • Wh Capital Corp • New York
This Registration Rights Agreement (this "Agreement") is dated as of March 8, 2004, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands exempted limited liability company (the "Company"), WH CAPITAL CORPORATION, a Nevada corporation ("Capital," and together with the Company, the "Issuers") on the one hand, and UBS SECURITIES LLC (the "Initial Purchaser"), on the other hand.
WH CAPITAL CORPORATION (a Nevada corporation) INDEMNITY AGREEMENTIndemnity Agreement • May 11th, 2004 • Wh Capital Corp • Nevada
THIS INDEMNITY AGREEMENT is made and entered into as of February 9, 2004, by and between WH Capital Corporation, a Nevada corporation (the "Company"), and Gregory Probert ("Indemnitee"), as an "Agent" (as hereinafter defined) of the Company.
WH HOLDINGS (CAYMAN ISLANDS) LTD. WH CAPITAL CORPORATION $275,000,000 91/2% Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • May 11th, 2004 • Wh Capital Corp • New York
WH Holdings (Cayman Islands) Ltd., a Cayman Islands exempted limited liability company (the "Company") and WH Capital Corporation, a Nevada corporation ("Capital," and together with the Company, the "Issuers"), agree with you as follows:
STOCK SUBSCRIPTION AGREEMENT OF WH CAPITAL CORPORATIONWh Capital Corp • May 11th, 2004
This is to inform you that in connection with the Subscriber's purchase of the Stock, the Subscriber is aware that the Stock is not being registered under the Securities Act of 1933 (the "1933 Act"), or applicable state securities laws. The Subscriber understands that the Stock is being offered and sold in reliance on the exemption from registration provided by Section 4(2) of the 1933 Act. The Subscriber represents and warrants that: (i) the Stock is being acquired solely for Subscriber's own account, for investment purposes only, and not for distribution, subdivision or fractionalization thereof; and (ii) the Subscriber has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Stock or which would guarantee to the Subscriber any profit, or protect the Subscriber against any loss, with respect to this investment and the Subscriber has no plans to enter into any such agreement or arrangement. The Subscriber further understand
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 11th, 2004 • Wh Capital Corp • New York
WH Holdings (Cayman Islands) Ltd., a Cayman Islands exempted limited liability Issuers and WH Capital Corporation, a Nevada corporation (the "Issuers"), propose to make an offer (the "Exchange Offer") to exchange all of their outstanding 91/2% Outstanding Notes due 2011 (the "Outstanding Notes") for their 91/2% New Notes due 2011 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated [ • ], 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Outstanding Notes. The Outstanding Notes and the New Notes are collectively referred to herein as the "Securities".
