Exhibit
10.1


 


SECOND
AMENDMENT


 


SECOND AMENDMENT dated as
of August 19, 2005 (“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 (as amended by the First Amendment dated as
of April 12, 2005, the “Credit Agreement”), among the Borrower, the
Guarantors, 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.


 


W I T N E S S E T H :


 


WHEREAS, the Borrower has
requested that the Lenders and the Administrative Agent amend the Credit
Agreement in the manner set forth herein.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.  Defined Terms.  Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.


 


2.  Amendment.


 


(a)           Section 6.03 of the Credit
Agreement hereby is amended by deleting the word “and” appearing at the end of
clause (q) thereof; deleting the period appearing at the end of clause (r)
thereof; inserting the phrase “; and” in lieu thereof; and inserting the
following new clause (s) immediately following clause (r) appearing in such
Section:


 


(s)           so long as no Default exists or would
result therefrom, Investments resulting from the purchase, repurchase,
redemption or other acquisition for value of Holdings Senior Notes, to the
extent permitted by Section 6.08(b) hereof.


 


(b)           Section 6.05 of the Credit
Agreement hereby is amended by deleting the word “and” appearing at the end of
clause (j) thereof; deleting the period appearing at the end of clause (k);
inserting the phrase “; and” in lieu thereof; and inserting the following new
clause (l) immediately following clause (k) appearing in such Section:


 


(k)           so long as no Default exists or would
result therefrom, the Borrower may pay cash Dividends to its parent company in
an aggregate amount not in excess of $55,000,000, and the direct and indirect
parent companies of the Borrower (other than Holdings) may pay cash Dividends
to their respective parent companies, so long as the proceeds of all such
Dividends are used within thirty calendar days to pay other such Dividends and
ultimately, directly or indirectly, to purchase or repurchase or redeem not
more than $50,000,000 aggregate principal amount of Holdings Senior Notes.


 





















 


(c)           Section 6.08(b) of the
Credit Agreement hereby is amended and restated in its entirety as follows:


 


(b)           Make (or give any notice in respect
thereof) any voluntary or optional payment or prepayment on or redemption or
acquisition for value of, or any prepayment or redemption as a result of any
asset sale, change of control or similar event of, the Holdings Senior Notes,
except, so long as no Default exists or would result therefrom, the purchase or
repurchase or redemption of not more than $50,000,000 aggregate principal
amount of Holdings Senior Notes;


 


3.  Effectiveness of Amendment.  This Amendment shall become effective as of
the date hereof (the “Effective Date”) when:


 


(a) the Required
Lenders have executed and delivered a counterpart of this Amendment and the
Borrower and the Guarantors have delivered duly executed counterparts of this
Amendment to the Administrative Agent;


 


(b) the Loan Parties
set forth in the Acknowledgement and Consent attached hereto (the “Consent”)
have executed and delivered duly executed counterparts of the Consent;


 


(c) the
Administrative Agent has received payment from the Borrower for any and all
fees, costs and expenses (including those of legal counsel) relating to the
Credit Agreement and this Amendment; and


 


(d) the Borrower
shall have paid to the Administrative Agent, for distribution to the Lenders
signatories hereto, in the amount of 0.05% of the Revolving Commitments and the
outstanding Term Loans.


 


4.  Representations and Warranties.  As of the Effective Date, before and after
giving effect to this Amendment, each of the Borrower and the other Loan
Parties hereby represents and warrants to the Administrative Agent and each
Lender that:


 


(a) the execution,
delivery and performance by each Loan Party of this Amendment and the Consent (i) has
been duly authorized by all necessary corporate, partnership and limited liability
company action, as the case may be, (ii) will not violate any applicable
law or regulation or the organizational documents of any Loan Party, (iii) will
not violate or result in a default under any indenture, agreement or other
instrument binding on any Loan Party or any of its assets and (iv) do not
require any consent, waiver or approval of or by any Person (other than the
Administrative Agent and the Required Lenders) which has not been obtained;


 


(b) the Credit
Agreement, as amended by this Amendment and modified by the Consent, is the
legal, valid and binding obligation of each Loan Party that is a party thereto,
enforceable against such Loan party in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, 


 


2





















 


insolvency,
reorganization, moratorium or similar law affecting creditors’ right generally
and (ii) general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law);


 


(c)  no Default or
Event of Default has occurred or is continuing; and


 


(d)  the
representations and warranties of the Borrower and the other Loan Parties
contained in the Credit Agreement and the other Loan Documents (except to the
extent such representations and warranties expressly relate to an earlier date)
are true and correct in all material respects on and as of the Effective Date
after giving effect to this Amendment and the transactions contemplated hereby.


 


5.  Status of Loan Documents.


 


(a)  This Amendment
is limited solely for the purposes and to the extent expressly set forth
herein, and, except as expressly consented to and amended hereby, the terms,
provisions and conditions of the Loan Documents and the Liens granted under the
Loan Documents shall continue in full force and effect and are hereby ratified
and confirmed in all respects; and


 


(b)  No consent,
amendment or waiver of any terms or provisions of the Credit Agreement made
hereunder shall relieve the Borrower or any other Loan Party from complying
with any other term or provision of the Credit Agreement or the other Loan
Documents.


 


6.  Miscellaneous.


 


(a)  No Waiver,
Cumulative Remedies.  No failure or
delay or course of dealing on the part of the Lenders in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder.  The rights, powers
and remedies herein expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Lenders would otherwise have.  No notice to or demand on the Borrower or any
other Loan Party in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
the rights of the Lenders to any other or further action in any circumstances
without notice or demand.


 


(b)  Ratification
and Reaffirmation; Confirmation; Acknowledgment.  Each Guarantor (i) ratifies and
reaffirms the Loan Documents to which such Guarantor is a party, (ii) confirms
such Guarantor’s agreement to the terms of this Amendment and (iii) acknowledges
that such Guarantor has no offsets or defenses to such Guarantor’s obligations
under the Loan Documents to which such Guarantor is a party and no claims or
counterclaims against the Lenders.


 


3





















 


(c)  Expenses.  The Borrower agrees to pay and reimburse the
Administrative Agent for all of its reasonable costs and expenses (including,
without limitation, reasonable fees and disbursements of legal counsel)
incurred up to and on the Effective Date or in connection with the Credit
Agreement or this Amendment.


 


(d)  Headings
Descriptive.  The headings of the
several Sections and subsections of this Amendment are inserted for convenience
only and shall not in any way affect the meaning or construction of any provision.


 


(e)  Severability.  In case any provision in or obligation under
this Amendment shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


(f)  Counterparts.  This Amendment may be executed and delivered
in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.  The delivery of a
counterpart may be made by facsimile or electronic transmission.


 


(g)  Governing
Law.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


[Signature pages follow]


 


4





















 


IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first above written.


 


 


	
   

  	
  HERBALIFE
  INTERNATIONAL, INC.,

  	
   

  
	
   

  	
  a Nevada corporation,
  as Borrower

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH CAPITAL CORPORATION,

  	
   

  
	
   

  	
  a Nevada corporation,
  as a Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brett R. Chapman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL
  OF AMERICA, INC.,

  	
   

  
	
   

  	
  a Nevada corporation,
  as a Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL
  OF EUROPE, INC.,

  	
   

  
	
   

  	
  a California
  corporation, as a Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL
  COMMUNICATIONS, INC.,

  	
   

  
	
   

  	
  a California
  corporation, as a Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
						



 


[Herbalife Second
Amendment]


 





















 


	
   

  	
  HERBALIFE
  INTERNATIONAL DISTRIBUTION, INC.,

  a California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard P.
  Goudis

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  TAIWAN, INC.,

  a California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard P.
  Goudis

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL (THAILAND), LTD.,

  a California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard P.
  Goudis

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL DO BRASIL LTDA.,

  a corporation dually organized in Brazil and Delaware,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard P.
  Goudis

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  



 





















 


	
   

  	
  HERBALIFE LTD.,

  a Cayman Islands exempted company with limited liability,

  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	 

	
   

  	
   

  	
  Name: 

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WH INTERMEDIATE HOLDINGS LTD.,

  a Cayman Islands exempted company with limited liability,

  as a Guarantor

   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HBL LTD.,

  a Cayman Islands exempted company with limited liability,

  as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
					



 





















 


	
   

  	
  WH LUXEMBOURG HOLDINGS S.à.R.L.,

  a Luxembourg corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Kane

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  HLF LUXEMBOURG HOLDINGS S.à R.L.,

  a Luxembourg corporation, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Kane

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L.,

  a Luxembourg corporation, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Kane

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD.,

  an Israeli corporation, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Kane

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL FINLAND OY,

  a Finnish corporation, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christophe Thomann

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  
					



 





















 


	
   

  	
  HERBALIFE CHINA, LLC,

  a Delaware limited liability company, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Brian Kane

  
	
   

  	
   

  	
  Title:Manager

  



 





















 


 


	
   

  	
  MORGAN STANLEY SENIOR FUNDING, INC.,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


ACKNOWLEDGMENT
AND CONSENT


 


By signing below, the each of the undersigned (x)
ratifies and reaffirms the Loan Documents to which it is a party, (y) confirms
its agreement to the terms of this First Amendment and (z) acknowledges that it
has no offsets or defenses to its obligations under the Loan Documents to which
it is a party and no claims or counterclaims against the Lenders.


 


	
   

  	
  HERBALIFE OF JAPAN, K.K. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William Rahn

  
	
   

  	
   

  	
  Title:

  	
  Representative Director

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL DE MEXICO, S.A. DE C.V. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  HERABLIFE PRODUCTS DE MEXICO, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE (U.K.) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE EUROPE LIMITED 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Goudis

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 





















 


	
   

  	
  SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF
  THE FIRST DATE WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF DECEMBER
  21, 2004, AMONG HERBALIFE INTERNATIONAL, INC., THE GUARANTORS IDENTIFIED AS
  SUCH ON THE SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY
  THERETO, AND MORGAN STANLEY SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  AS A LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: