Exhibit
4.01


 


 


HERBALIFE
INTERNATIONAL, INC.


 


GUARANTORS PARTY
HERETO


 










 


SUPPLEMENTAL
INDENTURE


 










 


 


with respect to:


 


 


113⁄4% Senior
Subordinated Notes due 2010


 










 


 


THE BANK OF NEW
YORK


 


Trustee


 





















 


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 3⁄4% Senior Subordinated Notes due 2010 (the “Notes”).


 


WHEREAS, the Company, the Guarantors and the Trustee
heretofore executed and delivered an Indenture, dated as of June 27, 2002,
among the Company, the Guarantors and the Trustee (the “Indenture”),
under which the Notes in the aggregate principal amount of $165,000,000 were
issued and of which $160,000,000 are currently outstanding.


 


WHEREAS, the Company has offered to purchase all of
the Notes (the “Offer”) and has
solicited the consents (the “Solicitation”)
to certain amendments to the Indenture pursuant to the Company’s Offer to
Purchase and Consent Solicitation Statement dated November 10, 2004.


 


WHEREAS, Section 9.2 of the Indenture provides that
the Company, when authorized by a resolution of its Board of Directors, and the
Trustee, may amend or supplement the Indenture with the consent of the Holders
of a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer for the Notes).


 


WHEREAS, in accordance with Section 9.2 of the
Indenture, the Company has obtained the written consent to the proposed
amendments to the Indenture from the Holders of at least a majority in
aggregate principal amount of the Notes currently outstanding.


 


WHEREAS, the Company is authorized to enter into this
Supplemental Indenture by a resolution of the Board of Directors of the
Company, and the Trustee has received an Opinion of Counsel and an Officers’
Certificate stating that the execution of this Supplemental Indenture is
permitted by the Indenture and all conditions precedent under the Indenture
have been satisfied.


 


NOW, THEREFORE, for
and in consideration of the foregoing premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, as
follows:


 


ARTICLE
ONE


 


Section 1.1.           Subject to the provisions of Section
2.1 hereof, (A) the following Sections of the Indenture are deleted in their
entirety: Section 4.5 – Taxes;
Section 4.6 – Stay, Extension and Usury
Laws; Section 4.7 – Limitation
on Incurrence of Additional Indebtedness and Disqualified Capital Stock;
Section 4.8 – Limitation on Liens;
Section 4.9 – Limitation on Restricted
Payments; Section 4.10 – Limitation
on Dividends and Other Payment Restrictions Affecting Subsidiaries;
Section 4.11 – Limitation on Lines of
Business; Section 4.12 – Limitation
on Transactions with Affiliates; Section 4.13 – Limitation on Sale of Assets and Subsidiary Stock; Section 4.14 – Repurchase of Notes at the Option of the
Holder upon a Change of Control; Section 4.15 – Repurchase of Notes at the Option of the Holder from Excess Cash Flow;
Section 4.16 – Limitation on Layering
Indebtedness; Section 4.17 – Future
Guarantors; Section 4.18 – Limitation
on Status as Investment Company; Section 4.19 – Maintenance of


 


1





















 


Properties
and Insurance; Section 4.20 – Corporate
Existence; Section 5.1 – Merger,
Consolidation or Sale of Assets of the Company; Section 5.3 – Merger, Consolidation or Sale of Assets of
Parent; and clauses (3), (4), (5), (6), (7), (8), (9) and (10) of
Section 6.1 – Events of Default and (B) the corresponding provisions of the
Notes are deleted in their entirety.


 


Section 1.2.            Subject
to Section 2.1, any definitions used exclusively in the deleted provisions of
the Indenture set forth in Section 1.1, and all references to such deleted
provisions, are hereby deleted in their entirety from the Indenture.


 


ARTICLE
TWO


 


Section 2.1             Effective
Date of This Supplemental Indenture.


 


This Supplemental
Indenture shall be effective as of the date first written above.  The terms of this Supplemental Indenture will
become operative only upon acceptance for purchase by the Company of at least a
majority in aggregate principal amount of outstanding Notes validly tendered
(and not validly withdrawn) pursuant to the terms of the Offer.


 


Section 2.2             Indenture
Ratified.


 


Except as hereby
otherwise expressly provided, the Indenture, as modified by this Supplemental
Indenture, is in all respects ratified and confirmed, and all the terms, provisions
and conditions thereof shall be and remain in full force and effect.


 


Section 2.3             Counterparts.


 


This Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


Section 2.4             Trustee
Not Responsible.


 


The recitals contained
herein shall be taken as the statements of the Company and the Trustee assumes
no responsibility for their correctness. 
The Trustee makes no representation as to the validity or sufficiency of
this Supplemental Indenture.


 


Section 2.5             Definitions
and Terms.


 


Unless otherwise defined
herein, all capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Indenture.


 


Section 2.6             Supplemental Indenture is an
Indenture.


 


This Supplemental
Indenture is an amendment to and implementation of the Indenture, and the
Indenture and this Supplemental Indenture shall be read together from and after
the effectiveness of this Supplemental Indenture.


 


2





















 


Section 2.7             Governing
Law.


 


This Supplemental
Indenture shall be governed by and construed in accordance with the laws of the
State of New York.


 


[Remainder
of Page Intentionally Left Blank]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.


 


	
   

  	
  HERBALIFE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL DO BRASIL

  LTDA.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE (UK) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard E. Hobby

  	
   

  
	
   

  	
  Name:

  	
  Richard E. Hobby

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE EUROPE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Gregory Probert

  	
   

  
	
   

  	
  Name:

  	
  Gregory Probert

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL FINLAND OY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
      /s/
  Christophe Thomann

  	
   

  
	
   

  	
  Name:

  	
  Christophe Thomann

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
					



 





















 


	
   

  	
  HERBALIFE INTERNATIONAL OF ISRAEL

  (1990) LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Director and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE OF JAPAN K.K.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  William Rahn

  	
   

  
	
   

  	
  Name:

  	
  William Rahn

  
	
   

  	
  Title:

  	
  Representative Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL DE MEXICO,

  S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE PRODUCTS DE MEXICO, S.A. DE

  C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE SWEDEN AKTIEBOLAG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Christophe Thomann

  	
   

  
	
   

  	
  Name:

  	
  Christophe Thomann

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  HERBALIFE CHINA, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Gregory Probert

  	
   

  
	
   

  	
  Name:

  	
  Gregory Probert

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL OF AMERICA,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL

  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL

  DISTRIBUTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL OF EUROPE,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
					



 





















 


	
   

  	
  HERBALIFE TAIWAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL (THAILAND)

  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Richard Goudis

  	
   

  
	
   

  	
  Name:

  	
  Richard Goudis

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH LUXEMBOURG CM S.À.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Colin
  Whittington

  	
   

  
	
   

  	
  Name:

  	
  Colin Whittington

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH LUXEMBOURG INTERMEDIATE

  HOLDINGS S.À.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Eric
  Vanderkerken

  	
   

  
	
   

  	
  Name:

  	
  Eric Vanderkerken

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH LUXEMBOURG HOLDINGS S.À.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
      /s/ Eric
  Vanderkerken

  	
   

  
	
   

  	
  Name:

  	
  Eric Vanderkerken

  
	
   

  	
  Title:

  	
  Manager

  
					



 





















 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Luis
  Perez

  	
   

  
	
   

  	
  Name:

  	
  Luis Perez

  
	
   

  	
  Title:

  	
  Assistant Vice President