CREDIT AGREEMENTCredit Agreement • May 9th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 21, 2004, is among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“Borrower”); HERBALIFE LTD., a Cayman Islands exempted company with limited liability (“Holdings”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Holdings (“Parent”); HBL LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Parent ( “Cayman III”); WH LUXEMBOURG HOLDINGS S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“Luxembourg Holdings”); HLF LUXEMBOURG HOLDINGS, S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings (“New Lux”); WH CAPITAL CORPORATION, a Nevada corporation and a direct, wholly-owned subsidiary of New Lux (“WH Capital”); WH LUXEMBOURG INTERMEDIATE HOLDI
SECURITY AGREEMENT by HERBALIFE INTERNATIONAL, INC., HERBALIFE LTD., WH INTERMEDIATE HOLDINGS LTD., HBL LTD., WH LUXEMBOURG HOLDINGS S.à.R.L., HLF LUXEMBOURG HOLDINGS S.à R.L., WH CAPITAL CORPORATION, WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L., THE...Security Agreement • May 9th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 21, 2004, is made by HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“Borrower”); HERBALIFE LTD., a Cayman Islands exempted company with limited liability (formerly known as WH Holdings (Cayman Islands) Ltd.) (“Holdings”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Holdings (“Parent”); HBL LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Parent (“Cayman III”); WH LUXEMBOURG HOLDINGS S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“Luxembourg Holdings”); HLF LUXEMBOURG HOLDINGS, S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings (“New Lux”); WH CAPITAL CORPORATION, a Nevada corporation and a direct, wholly-owned subsidiary of
FIRST AMENDMENTFirst Amendment • May 9th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIRST AMENDMENT, dated as of April 12, 2005 (this “Amendment”), among Herbalife International, Inc., a Nevada corporation (the “Borrower”), the Guarantors identified as such on the signature pages hereto (collectively, the “Guarantors”), the Lenders identified as such on the signature pages hereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”), to that certain Credit Agreement, dated as of December 21, 2004 (the “Credit Agreement”), among the Borrower, the Guarantors identified as such on the signature pages thereto, the Lenders party thereto from time to time, Morgan Stanley & Co. Incorporated, as Collateral Agent, the joint lead arrangers, bookrunners and other agents identified therein and the Administrative Agent.
