Wh Intermediate Holdings Ltd Sample Contracts

Wh Intermediate Holdings Ltd – SUPPLEMENTAL INDENTURE (December 7th, 2004)

SUPPLEMENTAL INDENTURE, dated as of November 30, 2004 (the “Supplemental Indenture”) among Herbalife International, Inc., a Nevada corporation (the “Company”), the Guarantors and The Bank of New York, as Trustee (the “Trustee”), for the Company’s 11 ¾% Senior Subordinated Notes due 2010 (the “Notes”).

Wh Intermediate Holdings Ltd – HERBALIFE INTERNATIONAL, INC. ANNOUNCES CONSIDERATION TO BE PAID IN CONNECTION WITH TENDER OFFER FOR ITS 11¾% SERIES B SENIOR SUBORDINATED NOTES DUE 2010 (December 7th, 2004)

Los Angeles, California, December 6, 2004 – Herbalife International, Inc. (“Herbalife”) today announced the Total Consideration and Tender Consideration (each as defined below) to be paid in connection with the tender offer (the “Tender Offer”) and related consent solicitation (the “Consent Solicitation”) for the $160 million outstanding principal amount of its 11¾% Series B Senior Subordinated Notes due 2010 (the “Notes”; CUSIP Number: 426908AB5).

Wh Intermediate Holdings Ltd – HERBALIFE INTERNATIONAL, INC. ANNOUNCES RESULTS OF CONSENT SOLICITATION RELATING TO ITS 11¾% SERIES B SENIOR SUBORDINATED NOTES DUE 2010 (November 29th, 2004)

Los Angeles, California, November 24, 2004 — Herbalife International, Inc. (“Herbalife”) today announced that it had received the requisite consents in its consent solicitation (the “Consent Solicitation”) with respect to the $160 million outstanding principal amount of its 11¾% Series B Senior Subordinated Notes due 2010 (the “Notes”; CUSIP Number: 426908AB5) commenced in connection with its tender offer (the “Tender Offer”) for the Notes. As of 5:00 p.m., New York City time, on November 24, 2004, the expiration date of the Consent Solicitation (the “Consent Date”), Herbalife had received tendered Notes and the related consents from holders of approximately 99.1% of the outstanding principal amount of the Notes. Consequently, the requisite consents condition with respect to the Tender Offer has been satisfied.

Wh Intermediate Holdings Ltd – HERBALIFE INTERNATIONAL, INC. COMMENCES CASH TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 11¾% SERIES B SENIOR SUBORDINATED NOTES DUE 2010 (November 12th, 2004)

Los Angeles, Calif. – November 10, 2004 – Herbalife International, Inc. today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its 11¾% Series B Senior Subordinated Notes due 2010 (CUSIP Number: 426908AB5) and a consent solicitation to amend the related indenture (the “Consent Solicitation” and, together with the Tender Offer, the “Offer”). The proposed amendments to the indenture would eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture. Adoption of the proposed amendments requires the consent of at least a majority in aggregate principal amount of notes outstanding. Holders who tender their notes will be required to consent to the proposed amendments, and holders may not deliver consents without tendering their notes in the Offer.

Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (February 23rd, 2004)

This Employment Agreement (the "AGREEMENT"), dated as of October 6, 2003 is made and entered into by BRETT R. CHAPMAN ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows:

Wh Intermediate Holdings Ltd – NON-STATUTORY STOCK OPTION AGREEMENT (Non-Executive Agreement) (February 23rd, 2004)

AGREEMENT (this "Agreement") entered into as of the day of , 200 by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the [NAME] (the "Employee") of the Company or its Subsidiaries.

Wh Intermediate Holdings Ltd – NON-STATUTORY STOCK OPTION AGREEMENT (Executive Agreement) (February 23rd, 2004)

AGREEMENT (this "Agreement") entered into as of the day of , 200 by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the undersigned employee (the "Employee") of the Company or its Subsidiaries.

Wh Intermediate Holdings Ltd – WH HOLDINGS (CAYMAN ISLANDS) LTD. STOCK INCENTIVE PLAN (as restated on November 5, 2003) (February 23rd, 2004)
Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (November 13th, 2003)

EXHIBIT 10.46 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), dated as of July 31, 2003 is made and entered into by Gregory L. Probert ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows: 1. Employment Term. The Company shall employ Executive and Executive shall continue in the employ of the Company for the three-year period from August 11, 2003 to August 11, 2006. 2. Duties. Executive shall serve in the Los Angeles, California area as an Executive Vice President of the Company until December 31, 2003, and thereafter as the Company's Chief Operating Officer, with all of the authority, duties and responsibilities commensurate with such positions. Executive shall report to the Chief Executive Officer. 3

Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (November 13th, 2003)

EXHIBIT 10.45 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), dated as of July 14, 2003 is made and entered into by Matt Wisk ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows: 1. Employment Term. The Company shall employ Executive and Executive shall continue in the employ of the Company for the period commencing on July 21, 2003 and ending on July 21, 2005. After this period, Executive shall be employed on an at-will basis. After July 21, 2005, either Executive or the Company can terminate the employment relationship for any reason and at any time, with or without cause, and with or without prior notice. Similarly, after July 21, 2005, the Company can modify or terminate any non-vested term or co

Wh Intermediate Holdings Ltd – SIDE LETTER AGREEMENT (May 9th, 2003)

EXHIBIT 10.41 SIDE LETTER AGREEMENT AGREEMENT (this "Agreement") entered into as of the 10th day of March, 2003, by and among WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), Brian Kane ("Kane"), Carol Hannah ("Hannah") and each of the other shareholders of the Company listed on the signature pages hereto (each an "Institutional Shareholder" and collectively, the "Institutional Shareholders"). Reference is made to that certain Shareholders' Agreement dated as of July 31, 2002, by and among the Company and certain of its shareholders, including Kane, Hannah and the Institutional Shareholders (as the same may be amended from time to time, the "Shareholders' Agreement"). Capitalized terms used in this Agreement without definition shall have the meanings ascribed thereto in the Shareholders' Agreement. Prior

Wh Intermediate Holdings Ltd – SIDE LETTER AGREEMENT (May 9th, 2003)

EXHIBIT 10.44 EXECUTION COPY SIDE LETTER AGREEMENT AGREEMENT (this "Agreement") entered into as of the 3rd day of April, 2003, by and among WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), Michael O. Johnson ("Johnson") and certain of the shareholders of the Company listed on the signature pages hereto (each an "Institutional Shareholder" and collectively, the "Institutional Shareholders"). Reference is made to that certain Shareholders' Agreement dated as of July 31, 2002, by and among the Company and certain of its shareholders (as the same may be amended from time to time, the "Shareholders' Agreement"). Capitalized terms used in this Agreement without definition shall have the meanings ascribed thereto in the Shareholders' Agreement.

Wh Intermediate Holdings Ltd – NON-STATUTORY STOCK OPTION AGREEMENT (May 9th, 2003)

EXHIBIT 10.43 EXECUTION COPY NON-STATUTORY STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") entered into as of April 3, 2003, by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the undersigned employee (the "Employee") of the Company or its Subsidiaries. WHEREAS, pursuant to the WH Holdings (Cayman Islands) Ltd. Stock Option Plan (the "Plan"), the Committee designated under the Plan desires to grant to the Employee an option to acquire Common Shares, par value $0.001 per share, of the Company; and WHEREAS, the Employee desires to accept such option subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herei

Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (May 9th, 2003)

EXHIBIT 10.42 EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), dated as of April 3, 2003 (the "EFFECTIVE DATE"), is made and entered into by and among Michael O. Johnson ("EXECUTIVE"), HERBALIFE INTERNATIONAL, INC., a Nevada corporation ("PARENT"), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("OPERATING COMPANY") (collectively, Parent and Operating Company are referred to herein as the "COMPANY"). RECITALS A. The Company is engaged primarily in the distribution of weight management, nutritional and personal care products through a "multi-level" marketing system. B. The Company desires to be assured of the services of Executive by emp

Wh Intermediate Holdings Ltd – STOCK OPTION PLAN (March 28th, 2003)

Exhibit 10.40 WH HOLDINGS (CAYMAN ISLANDS) LTD. STOCK OPTION PLAN 1. Purpose of Plan. The WH Holdings (Cayman Islands) Ltd. Stock Option Plan (the "Plan") is designed: (a) to promote the long term financial interests and growth of WH Holdings (Cayman Islands) Ltd. (the "Company") and its affiliates by attracting and retaining employees with the training, experience and ability to enable them to make a substantial contribution to the success of the business of the Company and its affiliates; (b) to motivate employees by means of growth-related incentives to achieve long range goals; (c) to further the alignment of interests of participants with those of the equityholders of the Company through opportunities for increased ownership in the Company; and

Wh Intermediate Holdings Ltd – NON-STATUTORY STOCK OPTION AGREEMENT (March 28th, 2003)

EXHIBIT 10.39 NON-STATUTORY STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") entered into as of the 10th day of March, 2003, by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the undersigned employee (the "Employee") of the Company or its Subsidiaries. WHEREAS, pursuant to the WH Holdings (Cayman Islands) Ltd. Stock Option Plan (the "Plan"), the Committee designated under the Plan desires to grant to the Employee an option to acquire Common Shares, par value $0.001 per share, of the Company; and WHEREAS, the Employee desires to accept such option subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Employee, intending to be legally bound, hereby agree as

Wh Intermediate Holdings Ltd – NON-STATUTORY STOCK OPTION AGREEMENT (March 28th, 2003)

EXHIBIT 10.38 NON-STATUTORY STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") entered into as of the 10th day of March, 2003, by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the "Company"), and the undersigned employee (the "Employee") of the Company or its Subsidiaries. WHEREAS, pursuant to the WH Holdings (Cayman Islands) Ltd. Stock Option Plan (the "Plan"), the Committee designated under the Plan desires to grant to the Employee an option to acquire Common Shares, par value $0.001 per share, of the Company; and WHEREAS, the Employee desires to accept such option subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Employee, intending to be legally bound, hereby agree as

Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (March 28th, 2003)

EXHIBIT 10.36 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), dated as of March 10, 2003 (the "EFFECTIVE DATE"), is made and entered by and between Brian Kane (the "EXECUTIVE") and HERBALIFE INTERNATIONAL, INC., a Nevada corporation ("PARENT"), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("OPERATING COMPANY") (collectively, Parent and Operating Company are referred to herein as the "COMPANY"). This Agreement amends, restates and replaces in its entirety that certain Employment Agreement among the parties hereto dated as of August 20, 2000, as the same may have been amended or modified. RECITALS A. The Company is engaged primarily in the distribution of weight management, nutritional and personal care products through a "multi-level" marketing sys

Wh Intermediate Holdings Ltd – EMPLOYMENT AGREEMENT (March 28th, 2003)

EXHIBIT 10.37 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), dated as of March 10, 2003 (the "EFFECTIVE DATE"), is made and entered by and between Carol Hannah (the "EXECUTIVE") and HERBALIFE INTERNATIONAL, INC., a Nevada corporation ("PARENT"), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("OPERATING COMPANY") (collectively, Parent and Operating Company are referred to herein as the "COMPANY"). This Agreement amends, restates and replaces in its entirety that certain Employment Agreement among the parties hereto dated as of August 20, 2000, as the same may have been amended or modified. RECITALS A. The Company is engaged primarily in the distribution of weight management, nutritional and personal care products through a "multi-level" marketing s

Wh Intermediate Holdings Ltd – SUBORDINATED NOTES DUE 2010 TO JANUARY 29, 2003 (January 27th, 2003)

Exhibit 99 ---------- CONTACT: WILLIAM D. LOWE SENIOR VICE PRESIDENT FINANCE AND TREASURY HERBALIFE INTERNATIONAL, INC. (310) 410-9600 For Immediate Release WH INTERMEDIATE HOLDINGS LTD. AND HERBALIFE INTERNATIONAL, INC. EXTENDS EXPIRATION DATE OF THE EXCHANGE OFFER FOR HERBALIFE INTERNATIONAL, INC.'S 11 3/4% SENIOR SUBORDINATED NOTES DUE 2010 TO JANUARY 29, 2003 LOS ANGELES, CALIFORNIA - JANUARY 24, 2003 - WH Intermediate Holdings Ltd. ("Holdings") and Herbalife International, Inc. ("Herbalife") announced today that Herbalife was extending