EXHIBIT 10.11


 


MSW WH ACQUISITION CORP.


 


$165,000,000 11 3/4% SENIOR
SUBORDINATED NOTES DUE 2010


 


PURCHASE AGREEMENT


 


June 21, 2002


New York, New York


 


 


UBS WARBURG LLC


299 Park Avenue


New York, New York  10171


 


Ladies and Gentlemen:


 


WH Acquisition Corp., a Nevada corporation
(the “ISSUER”), Herbalife International, Inc., a Nevada corporation (the
“COMPANY”), and the entities listed on the signature page hereto as Guarantors
(as defined herein), agree with you as follows:


 


1. 
Issuance of Notes.  The Issuer
proposes to issue and sell to UBS Warburg LLC (the “INITIAL PURCHASER”)
$165,000,000 aggregate principal amount of 11 3/4% Senior Subordinated Notes
due 2010 (the “ORIGINAL NOTES”). The Original Notes will be issued pursuant to
an indenture (the “INDENTURE”), to be dated the Closing Date (as defined
herein), by and among the Issuer, the WH Guarantors (as defined herein) and The
Bank of New York, as trustee (the “TRUSTEE”). The Original Notes will be
initially guaranteed (the “GUARANTEES”) by WH Intermediate Holdings Ltd., a
Cayman Islands corporation (“HOLDINGS”) and each of its wholly owned
subsidiaries, WH Luxembourg Holdings SaRL, WH Luxembourg Intermediate Holdings
SaRL and WH Luxembourg CM SaRL (collectively with Holdings, the “WH
GUARANTORS”), as and to the extent set forth in the Indenture. After the
issuance of the Notes and following the consummation of the Merger (as defined
herein), the Notes will be guaranteed by the WH Guarantors and each subsidiary
of the Company that guarantees the Credit Facilities (as defined herein) (the
“HERBALIFE GUARANTORS”), as and to the extent set forth in the Indenture. The
WH Guarantors and the Herbalife Guarantors (subject to Section 17 of this
Agreement) are sometimes collectively referred to herein as the “GUARANTORS.”
Capitalized terms used but not otherwise defined herein shall have the meanings
given to such terms in the Offering Memorandum (as defined herein).


 


The Original Notes will be offered and sold
to the Initial Purchaser pursuant to an exemption from the registration
requirements under the Securities Act of 1933, as amended (the “ACT”). The
Issuer, with the assistance of the Company, has prepared a preliminary offering
memorandum, dated May 24, 2002 (the “PRELIMINARY OFFERING MEMORANDUM”),and a
final offering memorandum dated and available for distribution on the date
hereof (the “OFFERING MEMORANDUM”) relating to the Issuer, the Company the
Guarantors and the Original Notes.


 


The Initial Purchaser has advised the
Issuer and the Company that the Initial Purchaser intends, as soon as it deems
practicable after this Purchase Agreement (this “AGREEMENT”) has been executed
and delivered, to resell (the “EXEMPT RESALES”) the Original Notes purchased by
the Initial Purchaser under this Agreement in private sales exempt from
registration under the Act on the terms set forth in the Offering Memorandum,
as amended or supplemented, solely to (i) persons whom the Initial Purchaser
reasonably believes to be “qualified institutional buyers,” as defined in Rule
144A under the Act (“QIBS”), and (ii) other eligible purchasers pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Act; the Persons specified in clauses (i) and (ii) are
sometimes collectively referred to herein


 


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as the “ELIGIBLE PURCHASERS.”


 


Upon issuance of the Original Notes and
until such time as the same is no longer required under the applicable
requirements of the Act, the Original Notes shall bear the legend relating
thereto substantially in the form set forth under “Notice to Investors” in the
Offering Memorandum.


 


Holders (including subsequent transferees)
of the Original Notes will have the registration rights set forth in the
registration rights agreement, to be dated the Closing Date, substantially in
the form attached hereto as Annex A (the “REGISTRATION RIGHTS AGREEMENT”).
Pursuant to the Registration Rights Agreement, the Issuer and, after the
Merger, the Company will agree to (i) file with the Securities and Exchange
Commission (the “COMMISSION”) under the circumstances set forth in the
Registration Rights Agreement, (a) a registration statement under the Act (the
“EXCHANGE OFFER REGISTRATION STATEMENT”) relating to a new issue of debt securities
(collectively with the Private Exchange Notes (as defined in the Registration
Rights Agreement) as the “EXCHANGE NOTES” and, the Exchange Notes are referred
to herein, together with the Original Notes, as the “NOTES”) to be offered in
exchange for the Original Notes (the “EXCHANGE OFFER”) and issued under the
Indenture or indentures substantially identical to the Indenture and/or (b)
under certain circumstances set forth in the Registration Rights Agreement, a
shelf registration statement pursuant to Rule 415 under the Act (the “SHELF
REGISTRATION STATEMENT” and, together with the Exchange Offer Registration
Statement, the “REGISTRATION STATEMENTS”) relating to the resale by certain
holders of the Original Notes, and (ii) to use its reasonable best efforts to
cause such Registration Statements to be declared effective. This Agreement,
the Notes, the Indenture and the Registration Rights Agreement are hereinafter
sometimes referred to collectively as the “NOTE Documents.”


 


As described in the Offering Memorandum
under “The Acquisition,” proceeds from the issuance and sale of the Original
Notes, together with available cash of the Company and credit facilities to be
entered into by the Company (the “CREDIT Facilities”), will be used to
consummate the acquisition of the Company, pursuant to an Agreement and Plan of
Merger dated as of April 10, 2002 (the “MERGER AGREEMENT”) among the
Company, the Issuer and WH Holdings (Cayman Islands) Ltd., a Cayman Islands
corporation (“PARENT”), pursuant to which the Issuer will merge with and into
the Company (the “MERGER”), and the Company will be the surviving corporation
and an indirect wholly owned subsidiary of Parent. The Merger is subject to the
approval by majority vote of the Class A shareholders of the Company.


 


The net proceeds from the issuance of the
Original Notes will be paid in cash directly to The Bank of New York, as
securities intermediary (the “SECURITIES INTERMEDIARY”). The Securities
Intermediary will invest those proceeds in United States Treasury securities
(the “PLEDGED SECURITIES”) and will deposit the Pledged Securities into a
securities account (the “SECURED PROCEEDS ACCOUNT”). All earnings on the
Pledged Securities will accumulate in the Secured Proceeds Account. Under a
Security and Control Agreement among the Issuer, the Securities Intermediary
and the Trustee (the “SECURITY AGREEMENT”) substantially in the form attached
as Annex B, the Trustee will have a security interest in the Secured Proceeds
Account.


 


In the event the Merger has not occurred on
or prior to August 31, 2002, the Issuer will be required to redeem (a
“MANDATORY REDEMPTION”) all of the outstanding Notes, for a price equal to 101%
of their principal amount, plus accrued and unpaid interest thereon through the
redemption date (the “MANDATORY REDEMPTION PRICE”). Under (i) a Collateral
Support and Assignment Agreement between Whitney V, L.P., Whitney Equity
Partners V, L.L.C., the Issuer and the Trustee substantially in the form
attached hereto as Annex C-1 (the “WHITNEY SUPPORT AGREEMENT”) and (ii) a
Collateral Support and Assignment Agreement between CCG Investments (BVI) L.P.,
Golden Gate Capital Management, L.L.C., the Issuer and the Trustee
substantially in the form attached hereto as Annex C-2 (the “GOLDEN GATE
SUPPORT AGREEMENT,” and together with the Whitney Support Agreement, the
“SUPPORT AGREEMENTS”)), the equity sponsors have agreed to provide, when and if
due, the difference between the special Mandatory


 


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Redemption Price and the
net proceeds of the offering.


 


The issuance and sale of the Original Notes
(including the Guarantees) and the placement of the net proceeds in the Secured
Proceeds Account are referred to as the “TRANSACTIONS.”


 


2. 
Agreements to Sell and Purchase. On the basis of the representations,
warranties and covenants contained in this Agreement and subject to the terms
and conditions contained in this Agreement, the Issuer agrees to issue and sell
to the Initial Purchaser and the Initial Purchaser agrees to purchase from the
Issuer $165,000,000 aggregate principal amount of Original Notes at a purchase
price equal to 95.755% of their principal amount.


 


3. 
Delivery and Payment. Delivery of, and payment of the purchase price
for, the Original Notes will be made at 9:00 a.m., New York time, on
June 27, 2002 (such date and time, the “CLOSING DATE”) at the offices of
Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York 10112. The
Closing Date and the location of delivery of and the form of payment for the
Original Notes may be varied by mutual agreement between the Initial Purchaser
and the Issuer.


 


All of the Original Notes will be delivered
by the Issuer to the Initial Purchaser (or as the Initial Purchaser may direct)
against payment by theInitial Purchaser of the purchase price therefor by means
of transfer of immediately available funds to such account or accounts
specified by the Issuer in accordance with its obligations under
Section 4(g) hereof on or prior to the Closing Date, or by such means as
the parties hereto agree prior to the Closing Date. Delivery of the Original
Notes shall be made through the facilities of the Depositary Trust Company
(“DTC”) unless the Initial Purchaser shall otherwise instruct. The Original
Notes shall be evidenced by one or more certificates in global form registered
in such names as the Initial Purchaser may request upon at least one business
day’s notice prior to the Closing Date and having an aggregate principal amount
corresponding to the aggregate principal amount of the Original Notes.


 


4. 
Agreements of the Issuer, the Company and the Guarantors. Each of the
Issuer, the Company (subject to Section 17 of this Agreement) and the
Guarantors severally covenant and agree with the Initial Purchaser as follows:


 


(a) 
To furnish the Initial Purchaser and those persons identified by the
Initial Purchaser, without charge, with as many copies of the Preliminary
Offering Memorandum and the Offering Memorandum, and any amendments or
supplements thereto, as the Initial Purchaser may reasonably request. Each of
the Issuer, the Company and the Guarantors consent to the use of the
Preliminary Offering Memorandum and the Offering Memorandum, and any amendments
and supplements thereto required pursuant to this Agreement, by the Initial
Purchaser in connection with Exempt Resales.


 


(b) 
Not to amend or supplement the Offering Memorandum prior to the Closing
Date unless the Initial Purchaser has previously been advised of such proposed
amendment or supplement at least two business days prior to the proposed use,
and shall not have reasonably objected to such amendment or supplement.


 


(c) 
If, prior to the time that the Initial Purchaser has notified the Issuer
that it has completed its distribution of the Original Notes, any event shall
occur that makes


 


any statement of a material fact in the
Offering Memorandum, as then amended or supplemented, untrue or requires the
making of any additions to or changes in the Offering Memorandum in order to
make the statements in the Offering Memorandum, as then amended or
supplemented, in light of the circumstances under which they are made, not
misleading, or if it is necessary to amend or supplement the Offering
Memorandum to comply with all applicable laws known to the Issuer, the Issuer
or the Company shall


 


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promptly notify the Initial Purchaser of
such event and prepare an appropriate amendment or supplement to the Offering
Memorandum so that (i) the statements in the Offering Memorandum, as amended or
supplemented, in light of the circumstances as of the time of the amendment or
supplement will not be misleading and (ii) the Offering Memorandum will comply
with applicable law.


 


(d) 
To cooperate with the Initial Purchaser and counsel to the Initial
Purchaser in connection with the qualification or registration of the Original
Notes under the securities laws of such jurisdictions as the Initial Purchaser
may reasonably request and to continue such qualification in effect so long as
required for the Exempt Resales. Notwithstanding the foregoing, neither the
Issuer nor the Company shall be required to qualify as a foreign corporation in
any jurisdiction in which it is not so qualified or to file a general consent
to service of process in any such jurisdiction or subject itself to taxation in
any


 


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such jurisdiction where it is not then so
subject.


 


(e) 
To advise the Initial Purchaser promptly and, if requested by the
Initial Purchaser, to confirm such advice in writing, of the issuance by any
securities commission of any stop order suspending the qualification or
exemption from qualification of any of the Original Notes for offering or sale
in any jurisdiction, or the initiation of any proceeding for such purpose by
any securities commission or other regulatory authority. Each of the Issuer,
the Company and the Guarantors shall use its reasonable best efforts to prevent
the issuance of any stop order or order suspending the qualification or exemption
of any of the Original Notes under any securities laws, and if at any time any
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption of any of the Original Notes under
any securities laws, each of the Issuer, the Company and the Guarantors shall
use its reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time.


 


(f) 
Whether or not the transactions contemplated by this Agreement are
consummated, to pay all costs, expenses, fees, disbursements (including
reasonable fees, expenses and disbursements of each of the counsel to the
Issuer, the Company, the Guarantors and the Initial Purchaser) reasonably
incurred and stamp, documentary or similar taxes incident to and in connection
with: (i) the preparation, printing and distribution of the Preliminary
Offering Memorandum and the Offering Memorandum


 


(including, without limitation, financial
statements) and all amendments and supplements thereto, (ii) all expenses
(including travel expenses) of the Issuer, the Company and the Initial
Purchaser in connection with any meetings with prospective investors in the
Original Notes, (iii) the preparation, notarization (if necessary) and delivery
of the Note Documents and all other agreements, memoranda, correspondence and
documents prepared and delivered in connection with this Agreement and with the
Exempt Resales, (iv) the issuance, transfer and delivery of the Original Notes
by the Issuer to the Initial Purchaser, (v) (subject to Section 4(d))
hereof, the qualification or registration of the Notes for offer and sale under
the securities laws of the several states of the United States or provinces of
Canada (including, without limitation, the cost of printing and mailing
preliminary and final Blue Sky or legal investment memoranda and fees, and
disbursements of counsel (including local counsel) to the Initial Purchaser
relating thereto up to $20,000), (vi) the furnishing of such copies of the
Preliminary Offering Memorandum and the Offering Memorandum, and all amendments
and supplements thereto, as may be reasonably requested for use in connection
with Exempt Resales, (vii) the preparation of certificates for the Notes,
(viii) the application for quotation of the Original Notes and the Exchange
Notes in The PORTAL Market (“PORTAL”) of the National Association of Securities
Dealers, Inc. (“NASD”), including, but not limited to, all listing fees and
expenses, (ix) the approval of the Notes by the DTC for “book-entry” transfer,
(x) the rating of the Notes by investment rating agencies, (xi) the fees and
expenses of the Trustee and its counsel and (xii) the performance by the
Issuer, the Company and the Guarantors of their other obligations under the
Note Documents, to which they are a party.


 


(g) 
In the case of the Issuer, to direct the deposit of the net proceeds
from the sale of the Original Notes with the Securities Intermediary in
accordance with the terms of the Security Agreement;


 


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(h) 
In the case of the Issuer, to use the proceeds from the sale of the
Original Notes substantially in the manner described in the Offering Memorandum
under the caption “Use of Proceeds.”


 


(i) 
To do and perform all things required to be done and performed under
this Agreement by it prior to or after the Closing Date and to use its
reasonable best efforts to satisfy all conditions precedent on its part to the
delivery of the Original Notes.


 


(j) 
Not to, and not to cause any of its subsidiaries to, sell, offer for
sale or solicit offers to buy any security (as defined in the Act) that would
be integrated with the sale of the Original Notes in a manner that would
require the registration under the Act of the sale of the Original Notes to the
Initial Purchaser or any Eligible Purchasers.


 


(k) 
Not to, and to use its reasonable best efforts to cause its affiliates
(as defined in Rule 144 under the Act) not to, resell any of the Original Notes
that have been reacquired by any of them; provided, that, affiliates of the
Company may resell any Original Notes that have been acquired by such affiliate
so long as such resale (i) is made pursuant to an exemption from the
registration requirements of the Act or a transaction registered under the Act
and (ii) such Original Notes, when resold by such affiliates do not constitute
restricted securities (as defined in Rule 144 of the Act).


 


(l) 
Not to engage, not to allow any of its subsidiaries to engage, and to
use its reasonable best efforts to cause its other affiliates and any person
acting on their behalf (other than, in any case, the Initial Purchaser and any
of their affiliates, as to whom none of the Issuer, the Company or the
Guarantors makes any covenant) not to engage, in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Act) in
connection with any offer or sale of the Original Notes in the United States
prior to the effectiveness of a registration statement with respect to the
Notes.


 


(m) 
Not to engage, not to allow any of its subsidiaries to engage, and to
use its reasonable best efforts to cause its other affiliates and any person
acting on its behalf (other than, in any case, the Initial Purchaser and any of
their affiliates, as to whom none of the Issuer, the Company or the Guarantors
make any covenant) not to engage, in any directed selling effort with respect
to the Original Notes, and to comply with the offering restrictions requirement
of Regulation S under the Act. Terms used in this paragraph have the meanings
given to them by Regulation S.


 


(n) 
From and after the Closing Date, to provide to the holders of the Notes
the information required by the Indenture and, for so long as any of the Notes
remain outstanding and are “restricted securities” within the meaning of Rule
144(a)(3) under the Act and during any period in which the Issuer, and after
the Merger, the Company, is not subject to Section 13 or 15(d) of the
Exchange Act, to make available upon request the information required by Rule
144A(d)(4) under the Act to (i) any holder of Notes in connection with any sale
of such Notes and (ii) any prospective purchaser of such Notes from any such
holder designated by the holder. The Issuer (and, after the Merger, the
Company) will pay the expenses of printing and distributing such documents.


 


(o) 
To comply with all of its agreements set forth in the Registration
Rights Agreement.


 


(p) 
To comply with all of its agreements set forth in the Security
Agreement.


 


(q) 
To use its best efforts to obtain approval of the Notes by DTC for
“book-entry” transfer.


 


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(r) 
Prior to the Closing Date, to furnish without charge to the Initial
Purchaser, (i) as soon as they have been prepared by the Issuer and the
Company, a copy of any regularly prepared internal financial statements of the
Issuer, the Company and their subsidiaries for any period subsequent to the
period covered by the financial statements appearing in the Offering
Memorandum, (ii) all other reports and other communications (financial or
otherwise) that the Issuer or the Company mails or otherwise makes available to
their security holders and (iii) such other information as the Initial
Purchaser shall reasonably request.


 


(s) 
During the period of two years after the Closing Date or, if earlier,
until such time as the Original Notes are no longer restricted securities (as
defined in Rule 144 under the Act), not to be or become a closed-end investment
company required to be registered, but not registered, under the Investment
Company Act of 1940, as amended.


 


(t) 
In connection with the offering, until the Initial Purchaser shall have
notified the Issuer and the Company of the completion of the resale of the
Notes, not to, and not to permit any of their affiliates (as such term is
defined in Rule 501(b) of Regulation D under the Act) to, either alone or with
one or more other Persons, bid for or purchase for any account in which it or
any of its affiliates has a beneficial interest, and none of the Issuer, the
Company, the Guarantors or any of their affiliates will make bids or purchases
for the purpose of creating actual or apparent active trading in, or of raising
the price of, the Notes.


 


(u) 
To use its reasonable best efforts to effect the inclusion of the Notes
in PORTAL.


 


5. 
Representations and Warranties. 
(a) Each of the Issuer, the Company (subject to Section 17 of this
Agreement) and the WH Guarantors hereby severally and not jointly represent and
warrant to the Initial Purchaser that, and, after execution of this Agreement
by the Herbalife Guarantors upon consummation of the Merger, each of the
Herbalife Guarantors (solely with respect to themselves) represent and warrant
to the Initial Purchaser that:


 


(i)  Each of the Preliminary Offering Memorandum
and the Offering Memorandum has been prepared for use in connection with the
Exempt Resales. The Preliminary Offering Memorandum as of its date, and the
Offering Memorandum or any supplement or amendment thereto as of the date of
this Agreement and as of the Closing Date do not, and will not, contain any


 


untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that none of the Issuer, the Company or any Guarantor makes
any representation or warranty


 


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with respect to information relating to the
Initial Purchaser contained in or omitted from the Preliminary Offering
Memorandum or the Offering Memorandum or any supplement or amendment thereto in
reliance upon and in conformity with information furnished to the Issuer in
writing by or on behalf of the Initial Purchaser expressly for use in the
Preliminary Offering Memorandum, the Offering Memorandum or any supplement or
amendment thereto. No order preventing the use of the Preliminary Offering
Memorandum or the Offering Memorandum, or any order asserting that any of the
transactions contemplated by this Agreement are subject to the registration
requirements of the Act, has been issued or, to the knowledge of the Issuer,
the Company or the Guarantors, has been threatened.


 


(ii)  There are no securities of the Issuer, the
Company or any Guarantor that are listed on a national securities exchange
registered under Section 6 of the Exchange Act or that are quoted in a
United States automated interdealer quotation system of the same class as the
Notes within the meaning of Rule 144A under the Act.


 


(iii)  Upon consummation of the Merger, the Issuer
shall have an authorized capitalization as set forth under the heading
“Capitalization—Pro Form As Adjusted” in the Offering Memorandum. All of the
issued and outstanding shares of capital stock or other equity interests of the
Issuer have been duly authorized and validly issued, are fully paid and
nonassessable and were not issued in violation of any preemptive or similar
right. Attached as Schedule I is a true and complete list of each entity,
as of the Closing Date, in which Holdings, the Issuer or the Company has a
direct or indirect majority equity or voting interest (all such entities, the
“SUBSIDIARIES”), their jurisdictions of incorporation or formation, type of
entity and percentage equity ownership by the Issuer. All of the issued and
outstanding shares of capital stock or other equity interests of the
Subsidiaries referred to in Schedule II (the “SPECIFIED SUBSIDIARIES”)
have been duly and validly authorized and issued, fully paid and nonassessable,
were not issued in violation of any preemptive or similar right and, except as
set forth in Schedule II herein, are owned by the Issuer, the Company or
another Subsidiary, as appropriate, free and clear of all Liens (as defined in
the Indenture), (other than transfer restrictions imposed by the Act, the
securities or Blue Sky laws of certain jurisdictions and security interests
granted pursuant to the Indenture, the Security Agreement or the


 


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Credit Facilities). Except as set forth in
the Offering Memorandum, and except for directors qualifying shares or shares
or other securities issued under circumstances similar to those applicable to
directors qualifying shares, there are no outstanding options, warrants or
other rights to acquire or purchase, or instruments convertible into or
exchangeable for, any shares of capital stock of Holdings, the Issuer, the
Company or any of the Subsidiaries. No holder of any securities of the Issuer,
the Company or any of the Subsidiaries is entitled to have such securities
(other than the Notes) registered under any registration statement contemplated
by the Registration Rights Agreement.


 


(iv)  Each of Holdings, the Issuer, the Company and
their respective subsidiaries (a) is a corporation, partnership, limited
liability company or other entity duly organized and validly existing under the
laws of the jurisdiction of its organization; (b) has all requisite power and
authority (corporate or otherwise), and has all governmental licenses,
authorizations, consents and approvals, necessary to own its property and carry
on its business as now being conducted, except if the failure to obtain any
such license, authorization, consent and approval could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect (as
defined below); and (c) is qualified to do business and is in good standing in
all jurisdictions in which the nature of the business conducted by it makes
such qualification necessary and where failure to be so qualified and in good
standing, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. A “MATERIAL ADVERSE EFFECT” means any material
adverse effect on the business, condition (financial or other), results of
operations, performance or properties of the Issuer, the Company, the
Guarantors and their respective subsidiaries, taken as a whole.


 


(v)  Each of the Issuer, the Company and the
Guarantors has all requisite power and authority (corporate or otherwise) to
execute, deliver, and perform all of its obligations under, the Note Documents
to which it is a party and to consummate the transactions contemplated hereby
and by the Note Documents to be consummated on its part and, without limitation,
the Issuer, and after the Merger, the Company, has all requisite corporate
power and authority to issue, sell and deliver, and perform its obligations
under, the Notes.


 


(vi)  This Agreement has been duly and validly
authorized, executed and delivered by each of the Issuer, the Company and the
Guarantors.


 


(vii)  The Indenture has been duly and validly
authorized by the Issuer and, at the Closing Date, when duly executed and
delivered by the Issuer (assuming the due authorization, execution and delivery
thereof by the


 


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Trustee), will be valid and legally binding
obligations of the Issuer and, after the Merger, the Company, enforceable
against the Issuer and, after the Merger, the Company, in accordance with their
terms, except as the enforcement thereof may be subject to (x) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights generally
and (y) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought (regardless of whether such
enforcement is considered in a proceeding in equity or at law). The Indenture,
when executed and delivered, will conform in all material respects to the
description thereof in the Offering Memorandum.


 


(viii)  The Indenture has been duly and validly
authorized by each WH Guarantor and the Guarantees to be endorsed on the
Original Notes by each WH Guarantor has been duly and validly authorized by the
applicable WH Guarantor; at the Closing Date, when duly executed and delivered
by each WH Guarantor (assuming the due authorization, execution and delivery
thereof by the Trustee), the Indenture and the Guarantees will be valid and
legally binding obligations of each of WH Guarantor, enforceable against each
such WH Guarantor, in accordance with their terms, except as the enforcement
thereof may be subject to (x) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and (y) general principles
of equity and the discretion of the court before which any proceeding therefor
may be brought (regardless of whether such enforcement is considered in a
proceeding in equity or at law).


 


(ix)  The Original Notes have been duly and validly
authorized for issuance and sale to the Initial Purchaser by the Issuer, and
when issued, authenticated and delivered by the Issuer against payment by the
Initial Purchaser in accordance with the terms of this Agreement and the
Indenture, the Original Notes will be valid and legally binding obligations of
the Issuer and, after the Merger, the Company, entitled to the benefits of the
Indenture and enforceable against the Issuer and, after the Merger, the Company
in accordance with their terms, except as the enforcement thereof may be
subject to (x) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights generally and (y) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). The Original Notes, when issued, authenticated and delivered, will
conform in all material respects to the descriptions thereof in the Offering
Memorandum.


 


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(x)  The Guarantees endorsed on the Original Notes
have been duly and validly authorized for issuance by each of the Guarantors,
and when issued, will be valid and legally binding obligations of the
Guarantors, enforceable against the Guarantors, in accordance with their terms,
except as the enforcement thereof may be subject to (x) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights generally and (y)
general principles of equity and the discretion of the court before which any
proceeding therefor may be brought (regardless of whether such enforcement is
considered in a proceeding in equity or at law).


 


(xi)  The Exchange Notes have been, or on or before
the Closing Date will be, duly and validly authorized for issuance by the
Issuer, and after the Merger, the Company, and when issued, authenticated and
delivered by the Issuer, and after the Merger, the Company, in accordance with
the terms of the Registration Rights Agreement, the Exchange Offer and the
Indenture, the Exchange Notes will be valid and legally binding obligations of
the Issuer and, after the Merger, the Company, entitled to the benefits of the
Indenture and enforceable against the Issuer and, after the Merger, the
Company, in accordance with their terms, except as the enforcement thereof may
be subject to (x) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights generally and (y) general principles of equity and
the discretion of the court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).


 


(xii)  The Guarantees endorsed on the Exchange Notes
have been, or on or before the Closing Date will be, duly and validly
authorized for issuance by each of the Guarantors, and when issued, will be
valid and legally binding obligations of the Guarantors, enforceable against
the Guarantors, in accordance with their terms, except as the enforcement
thereof may be subject to (x) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and (y) general principles
of equity and the discretion of the court before which any proceeding therefor
may be brought (regardless of whether such enforcement is considered in a
proceeding in equity or at law).


 


(xiii)  The Registration Rights Agreement has been
duly and validly authorized by the Issuer and the WH Guarantors, and after the
Merger, will be duly and validly authorized by the Company and each of the
Herbalife Guarantors and, when duly executed and delivered by the Issuer and
the WH


 


11
















 


Guarantors, and after the Merger, the
Company and each of the Herbalife Guarantors (assuming the due authorization,
execution and delivery thereof by the Initial Purchaser), will constitute a
valid and legally binding obligation of the Issuer and, after the Merger, the
Company and each of the Guarantors, enforceable against the Issuer, and after
the Merger, the Company and each of the Guarantors, in accordance with its
terms, except that (A) except as the enforcement thereof may be subject to (x)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights generally and (y) general principles of equity and the discretion of the
court before which any proceeding therefor may be brought (regardless of
whether such enforcement is considered in a proceeding in equity or at law) and
(B) any rights to indemnity or contribution thereunder may be limited by
federal and state securities laws and public policy considerations. The
Registration Rights Agreement, when executed and delivered, will conform in all
material respects to the description thereof in the Offering Memorandum.


 


(xiv)  All Taxes (as defined herein), fees and other
governmental charges that are due and payable on or prior to the Closing Date
in connection with the execution, delivery and performance of the Note
Documents and the execution, delivery and sale of the Original Notes shall have
been paid by or on behalf of the Issuer at or prior to the Closing Date.


 


(xv)  None of Holdings, the Issuer, the Company or
any Subsidiary is (A) in violation of its charter, bylaws or other constitutive
documents, (B) in default (or, with notice or lapse of time or both, would be
in default) in the performance or observance of any obligation, agreement,
covenant or condition contained in any bond, debenture, note, indenture,
mortgage, deed of trust, loan or credit agreement, lease, license, franchise
agreement, authorization, permit, certificate or other agreement or instrument
to which Holdings, the Issuer, the Company or any Subsidiary is a party or by
which any of them is bound or to which any of their assets or properties is
subject (collectively, “AGREEMENTS AND INSTRUMENTS”), or (C) except as
disclosed in the Offering Memorandum, in violation of any law, statute, rule,
regulation, judgment, order or decree of any domestic or foreign court with
jurisdiction over any of them or any of their assets or properties or other
governmental or regulatory authority, agency or other body, which, in the case
of clauses (B) and (C) herein, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. There exists no
condition that, with notice, the passage of time or otherwise, would constitute
a default by Holdings, the Issuer, the Company or any Subsidiary under any such
document or instrument or result in the imposition


 


12
















 


of any penalty or the acceleration of any
indebtedness, other than penalties, defaults or conditions that, individually
or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


(xvi)  Assuming the accuracy of the representations
and warranties of the Initial Purchaser in Section 5(b) of this Agreement,
the execution, delivery and performance of the Note Documents and consummation
of the Transactions does not and will not violate, conflict with or constitute
a breach of any of the terms or provisions of or a default under (or an event
that with notice or the lapse of time, or both, would constitute a default), or
require consent under, or result in the creation or imposition of a lien,
charge or encumbrance on any property or assets of Holdings, the Issuer, the
Company or any Specified Subsidiary (other than as created pursuant to the
Indenture or the Security Agreement) or an acceleration of any indebtedness of
Holdings, the Issuer, the Company, any Subsidiary or Specified Subsidiary, as
applicable, pursuant to, (i) the charter, bylaws or other constitutive
documents of Holdings, the Issuer, the Company or any Specified Subsidiary,
(ii) any of the Agreements and Instruments, except for any such violation,
conflict, breach, default or event which would not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect, (iii)
assuming compliance with all applicable state securities or “blue sky” laws and
assuming qualification of the Indenture under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”), any law, statute, rule or regulation
applicable to Holdings, the Issuer, the Company or any Subsidiary or their
respective assets or properties, or (iv) any judgment, order or decree of any
domestic or foreign court or governmental agency or authority having
jurisdiction over Holdings, the Issuer, the Company or any Specified Subsidiary
or their respective assets or properties, except for any such violation,
conflict, breach, default or event which would not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect. Assuming
the accuracy of the representations and warranties of the Initial Purchaser in
Section 5(b) of this Agreement, no consent, approval, authorization or
order of, or filing, registration, qualification, license or permit of or with,
any court or governmental agency, body or administrative agency, domestic or
foreign, is required to be obtained or made by the Issuer, the Company or any
of the Subsidiaries for the execution, delivery and performance by the Issuer,
the Company or any of the Subsidiaries of the Note Documents and the
consummation of the Transactions, except (w) such as have been or will be
obtained or made on or prior to the Closing Date, (x) registration of the
Exchange Offer or resale of the Notes under the Act pursuant to the
Registration Rights Agreement, (y) qualification of the Indenture under the
Trust Indenture Act, in connection with the issuance of the


 


13
















 


Exchange Notes and (z) any state or foreign
securities laws or by the regulations of the NASD. No consents or waivers from
any other person or entity are required for the execution, delivery and
performance of this Agreement or any of the other Note Documents and the
consummation of the Transactions, other than such consents and waivers as have
been obtained or will be obtained prior to the Closing Date and will be in full
force and effect, or such consents or waivers the failure to obtain which
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.


 


(xvii)  Except as set forth in the Offering
Memorandum, there is (A) no action, suit or proceeding before or by any court,
arbitrator or governmental agency, body or official, domestic or foreign, now
pending or, to the knowledge of Holdings, the Issuer, the Company or any
Subsidiary threatened or contemplated, to which Holdings, the Issuer, the
Company or any Subsidiary is or may be a party or to which the business, assets
or property of such Person is or may be subject, (B) no statute, rule,
regulation or order that has been enacted, adopted or issued or, to the
knowledge of Holdings, the Issuer, the Company or any Subsidiary, that has been
proposed by any governmental body or agency, domestic or foreign, (C) no
injunction, restraining order or order of any nature by a federal or state
court or foreign court of competent jurisdiction to which Holdings, the Issuer,
the Company or any Subsidiary is or may be subject, which in the case of
clauses (A) through (C), could reasonably be expected, individually or in the
aggregate, (1) to have a Material Adverse Effect or (2) to interfere with or
adversely affect the consummation of the Transactions. Every request of any
securities authority or agency of any jurisdiction for additional information
with respect to the Transactions that has been received by Holdings, the
Issuer, the Company or any Subsidiary or their counsel prior to the date hereof
has been, or will prior to the Closing Date be, complied with in all material
respects.


 


(xviii)  Except as could not reasonably be expected to
have a Material Adverse Effect, no labor disturbance by the employees of
Holdings, the Issuer, the Company or any Subsidiary exists or, to the knowledge
of the Issuer or the Company, is imminent.


 


(xix)  Except as set forth in the Offering
Memorandum, each of Holdings, the Issuer, the Company and the Subsidiaries (A)
is in compliance with, or not subject to costs or liabilities under, laws,
regulations, rules of common law, orders and decrees, as in effect as of the
date hereof, and any present judgments and injunctions issued or promulgated
thereunder relating to pollution or protection of public and employee health
and safety, the environment or


 


14
















 


hazardous or toxic substances or wastes,
pollutants or contaminants applicable to it or its business or operations or
ownership or use of its property (“ENVIRONMENTAL LAWS”), other than
noncompliance or such costs or liabilities that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
and (B) possesses all permits, licenses or other approvals required under
applicable Environmental Laws, except where the failure to possess any such
permit, license or other approval could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. All
currently pending and, to the knowledge of Holdings, the Issuer, the Company
and each of the Subsidiaries, threatened proceedings, notices of violation,
demands, notices of potential responsibility or liability, suits and existing
environmental investigations by any governmental authority relating to
Environmental Laws which Holdings, the Issuer the Company or any Subsidiary
could reasonably expect to result in a Material Adverse Effect are fully and
accurately described in all material respects in the Offering Memorandum. The
Company maintains a system of internal environmental management controls
sufficient to provide reasonable assurance of compliance in all material
respects of its business facilities, real property and operations with
requirements of applicable Environmental Laws.


 


(xx)  Each of Holdings, the Issuer, the Company and
each of the Subsidiaries has (A) all licenses, certificates, permits,
authorizations, approvals, franchises and other rights from, and has made all
declarations and filings with, all applicable authorities, all self-regulatory
authorities and all courts and other tribunals (each, an “AUTHORIZATION”)
necessary to engage in the business conducted by it in the manner described in
the Offering Memorandum, except where the failure to hold such Authorizations
could not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect, and (B) except as set forth in the Offering
Memorandum, no reason to believe that any governmental body or agency, domestic
or foreign, is considering limiting, suspending or revoking any such
Authorization, except where such limitation, suspension or revocation could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. All such Authorizations are valid and in full force
and effect and each of Holdings, the Issuer, the Company and each of the
Subsidiaries is in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities having jurisdiction with respect to such Authorizations,
except for any invalidity, failure to be in full force and effect or
noncompliance with any Authorization that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


15
















 


(xxi)  The Company and each of the Subsidiaries has
good, valid and marketable title in fee simple to all items of owned real
property, and valid title to all personal property owned by each of them, in
each case free and clear of any pledge, lien, encumbrance, security interest or
other defect or claim of any third party other than Permitted Liens, except
such as do not adversely affect the value of such property and do not interfere
with the use made or proposed to be made of such property by the Company any of
the Subsidiaries to an extent that such effect on value and/or interference
could reasonably be expected to have a Material Adverse Effect. Any real
property, personal property that is leased and buildings held under lease by
the Company and each of the Subsidiaries are held under valid, subsisting and
enforceable leases, with such exceptions as do not interfere with the use made
or proposed to be made of such property and buildings the Company or the
Subsidiaries to the extent such interference could reasonably be expected to
have a Material Adverse Effect.


 


(xxii)  To the knowledge of Holdings, the Issuer, the
Company and the Subsidiaries, each of Holdings, the Issuer, the Company and the
Subsidiaries own, possess or have the right to employ all patents, patent
rights, licenses, inventions, copyrights, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names
(collectively, the “INTELLECTUAL PROPERTY”) necessary to conduct the businesses
operated by it as described in the Offering Memorandum, except where the
failure to own, possess or have the right to employ such Intellectual Property,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. None of Holdings, the Issuer, the Company or the
Subsidiaries has received any notice of infringement of or conflict with (and
neither knows of any such infringement or a conflict with) asserted rights of
others with respect to any of the foregoing that could reasonably be expected
to have a Material Adverse Effect. To the knowledge of Holdings, the Issuer,
the Company and the Subsidiaries, the use of the Intellectual Property in
connection with the business and operations of Holdings, the Issuer, the
Company and the Subsidiaries does not infringe on the rights of any person,
except for such infringement as could not reasonably be expected to have a
Material Adverse Effect.


 


(xxiii)  Except as set forth in the Offering
Memorandum, all Tax returns required to be filed by Holdings, the Issuer, the
Company and each Specified Subsidiary have been filed and all such returns are
true, complete, and correct in all material respects, except as could not
reasonably be expected to have a


 


16
















 


Material Adverse Effect. Except as set
forth in the Offering Memorandum, all Taxes due or claimed to be due from
Holdings, the Issuer, the Company and each Specified Subsidiary have been paid,
other than those (i) currently payable without penalty or interest or (ii)
being contested in good faith and by appropriate proceedings and for which, in
the case of both clauses (i) and (ii), adequate reserves have been established
on the books and records of Holdings, the Issuer, the Company and each
Specified Subsidiary in accordance with GAAP. To the knowledge of Holdings, the
Issuer, the Company and the Specified Subsidiaries, there are no proposed,
material tax assessments against any of Holdings, the Issuer, the Company or
the Specified Subsidiaries. The accruals and reserves on the books and records
of Holdings, the Issuer, the Company and each Specified Subsidiary, in respect
of any material Tax liability for any taxable period not finally determined
have been made and established in accordance with GAAP. For purposes of this
Agreement, the term “Tax” and “Taxes” shall mean all Federal, state, local, and
foreign taxes, and other assessments of a similar nature (whether imposed
directly or through withholding), including any interest, additions to tax, or
penalties applicable thereto.


 


(xxiv)  Except as set forth in the Offering
Memorandum, none of Holdings, the Issuer, the Company or any Subsidiary has any
liability for any prohibited transaction (within the meaning of
Section 4975 of the Code) which could have a Material Adverse Effect,
accumulated funding deficiency (within the meaning of Section 412 of the
Code) or any complete or partial withdrawal liability with respect to any
pension, profit sharing or other plan which is subject to Title IV of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which
Holdings, the Issuer, the Company or any Subsidiary makes or ever has made a
contribution and in which any employee of Holdings, the Issuer, the Company or
any Subsidiary is or has ever been a Sponsor. With respect to such plans, there
has been no failure by Holdings, the Issuer, the Company or any Subsidiary to
comply with any applicable provisions of ERISA, which failure could reasonably
be expected to have a Material Adverse Effect.


 


(xxv)  None of Holdings, the Issuer, the Company or
any Subsidiary is an “investment company” or a company “controlled” by an
“investment company” incorporated in the United States within the meaning of
the Investment Company Act of 1940, as amended; and, after giving effect to the
offering and sale of the Notes, none of Holdings, the Issuer, the Company or
any Subsidiary will be required to register as an investment company.


 


17
















 


(xxvi)  Each of the Company and its subsidiaries
maintains a system of internal accounting controls sufficient to provide
reasonable assurance that: (A) transactions are executed in accordance with
management’s general or specific authorizations; (B) transactions are recorded
as necessary to permit preparation of their financial statements in conformity
with generally accepted accounting principles and to maintain accountability
for assets; (C) access to assets is permitted only in accordance with
management’s general or specific authorization; and (D) the recorded
accountability for their assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


 


(xxvii)  Except as set forth in the Offering
Memorandum, each of Holdings, the Issuer, the Company and the Subsidiaries
maintain insurance covering their properties, assets, operations personnel and businesses,
and such insurance is of such type and in such amounts in accordance with
customary industry practice to protect Holdings, the Issuer, the Company and
the Subsidiaries and their businesses.


 


(xxviii)  None of Holdings, the Issuer, the Company, the
Subsidiaries or any of their respective affiliates (as defined in Rule 501(b)
of Regulation D under the Act) has (A) taken, directly or indirectly, any
action designed to, or that might reasonably be expected to, cause or result in
stabilization or manipulation of the price of any security of Issuer or the
Company to facilitate the sale or resale of the Original Notes or (B) sold, bid
for, purchased or paid any person any compensation for soliciting purchases of
the Original Notes in a manner that would require registration of the Original
Notes under the Act or paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Issuer or the
Company in a manner that would require registration of the Original Notes under
the Act.


 


(xxix)  None of Holdings, the Issuer, the Company,
the Subsidiaries or any of their respective affiliates (as defined in
Regulation D under the Act) has, directly or through any agent (other than the
Initial Purchaser or any affiliate of the Initial Purchaser, as to which no
representation is made), sold, offered for sale, contracted to sell, pledged,
solicited offers to buy or otherwise disposed of or negotiated in respect of
any security (as defined in the Act) that is currently or will be integrated
with the sale of the Original Notes in a manner that would require the
registration of the Original Notes under the Act.


 


(xxx)  None of Holdings, the Issuer, the Company,
the Subsidiaries or any of their respective affiliates, or any person acting on
its or their behalf (other than any Initial Purchaser, as to whom none of the
Issuer and the Company


 


18
















 


makes any representation), is engaged in
any directed selling effort with respect to the Original Notes, and each of
them has complied with the offering restrictions requirement of Regulation S
under the Act. Terms used in this paragraph have the meaning given to them by
Regulation S.


 


(xxxi)  No form of general solicitation or general advertising
(within the meaning of Regulation D under the Act) was used by Holdings, the
Issuer, the Company, the Subsidiaries or any of their respective
representatives (other than any Initial Purchaser, as to whom none of Holdings,
the Issuer, the Company and the Subsidiaries makes any representation) in
connection with the offer and sale of any of the Original Notes or in
connection with Exempt Resales, including, but not limited to, articles,
notices or other communications published in any newspaper, magazine or similar
medium or broadcast over television or radio or displayed on any computer
terminal, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising. None of Holdings, the Issuer, the
Company, the Subsidiaries or any of their respective affiliates has entered
into, and none of Holdings, the Issuer, the Company, the Subsidiaries or any of
their respective affiliates will enter into, any contractual arrangement with
respect to the distribution of the Original Notes except for this Agreement.


 


(xxxii)  As of the date of the latest balance sheet
presented in the Offering Memorandum, neither the Company nor any of its
subsidiaries had any material liabilities or obligations, direct or contingent,
that were required in accordance with GAAP, to be set forth in the Company’s
consolidated balance sheet as of such date or in the notes thereto set forth in
the Offering Memorandum not so set forth. Since the date of the latest balance
sheet presented in the Offering Memorandum, except as set forth or contemplated
in the Offering Memorandum, (a) none of the Issuer, the Company or any
Subsidiary has (1) incurred any liabilities or obligations, direct or
contingent, that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, or (2) entered into any material
transaction not in the ordinary course of business, (b) there has not been any
event or development in respect of the business or condition (financial or
other) of the Issuer, the Company and the Subsidiaries that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,
(c) there has been no dividend or distribution of any kind declared, paid or
made by the Company on any class of its capital stock and (d) there has not
been any material change in the long-term debt of the Company or any of its
subsidiaries.


 


19
















 


(xxxiii)  None of Holdings, the Issuer, the Company or
any of their respective subsidiaries (or any agent thereof acting on their
behalf) has taken, and none of them will take, any action that might cause the
issuance or sale of the Notes to violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System, as in effect, or as the same may
hereafter be in effect, on the Closing Date.


 


(xxxiv)  Deloitte & Touche LLP are independent
accountants within the meaning of Regulation S-X of the Exchange Act. The
historical financial statements and the notes thereto included in the Offering
Memorandum present fairly in all material respects the consolidated financial
position, income statement, cash flows and changes in stockholder’s equity of
the Company and its subsidiaries at the respective dates and for the respective
periods indicated. All such financial statements have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
presented (except as disclosed therein). The unaudited pro forma financial
statements and the notes thereto included in the Offering Document have been
prepared on a basis consistent with the historical financial statements of the
Company and its subsidiaries and give effect to assumptions used in the
preparation thereof on a reasonable basis and in good faith and present fairly
in all material respects the historical and proposed transactions contemplated
by the Offering Memorandum; and such pro forma financial statements comply as
to form in all material respects with the requirements applicable to pro forma
financial statements set forth in Regulation S-X under the Act, except that
Article 11 of Regulation S-X under the Act does not require the inclusion
of pro forma financial statements for the twelve months ended March 31,
2002. The other financial and statistical information and data included in the
Offering Memorandum (other than industry and market-related data) are
accurately presented in all material respects and prepared on a basis
consistent with the financial statements and the books and records of the
Company and its subsidiaries.


 


(xxxv)  As of the date hereof and as of the Closing
Date, immediately prior to and immediately following the consummation of the
Transactions, each of Holdings, the Issuer and the Company and its subsidiaries
(on a consolidated basis) is and will be Solvent. None of Holdings, the Issuer,
the Company or the Subsidiaries is contemplating the filing of a petition by it
under any bankruptcy or insolvency laws or the liquidating of all or a
substantial portion of its property, and none of Holdings, the Issuer, the
Company or the Subsidiaries has knowledge of any Person contemplating the
filing of any such petition. As used herein, “SOLVENT” shall mean, for any
Person on a particular date, after


 


20
















 


giving effect, in the case of each of the
Guarantors, to the limitations contained in each Guarantee, that on such date
(a) the fair value of the property of such Person is greater than the total
amount of liabilities, including, without limitation, contingent liabilities,
of such Person, (b) the present fair salable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts and
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, (d) such Person is not engaged in a business or a transaction, and is
not about to engage in a business or a transaction, for which such Person’s
property would constitute an unreasonably small capital and (e) such Person is
able to pay its debts as they become due and payable.


 


(xxxvi)  Except as described in the
section entitled “Plan of Distribution” in the Offering Memorandum, and
except for fees and expenses payable in connection with the Merger that are
described elsewhere in the Offering Memorandum, there are no contracts,
agreements or understandings between Holdings, the Issuer, the Company or any
Subsidiary and any other Person other than the Initial Purchaser pursuant to
this Agreement that would give rise to a valid claim against Holdings, the
Issuer, the Company, any of the Subsidiaries or the Initial Purchaser for a brokerage
commission, finder’s fee or like payment in connection with the issuance,
purchase and sale of the Notes.


 


(xxxvii)  The statistical and market-related data and
forward-looking statements (within the meaning of Section 27A of the Act
and Section 21E of the Exchange Act) included in the Offering Memorandum
are based on or derived from sources that the Issuer and the Company believe to
be reliable and represent good faith estimates that are made on the basis of
data derived from such sources.


 


(xxxviii)  Each certificate signed by any officer of the
Issuer, the Company or any Guarantor and delivered to the Initial Purchaser or
counsel for the Initial Purchaser pursuant to, or in connection with, this
Agreement shall be deemed to be a representation and warranty by the Issuer,
the Company and the Guarantors to the Initial Purchasers as to the matters
covered by such certificate.


 


(xxxix)  Each of the Issuer and the WH Guarantors has
conducted no business prior to the date hereof other than in connection with
the transaction contemplated by this Agreement, the Offering Memorandum and the
Merger Agreement.


 


21
















 


(xl) 
The Security Agreement has been duly authorized by the Issuer and, on
the Closing Date, will have been duly executed and delivered by the Issuer.
When the Security Agreement has been duly executed and delivered, the Security
Agreement will be a valid and binding agreement of the Issuer, enforceable
against the Issuer in accordance with its terms except as the enforcement
thereof may be subject to (x) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and (y) general principles
of equity and the discretion of the court before which any proceeding therefor
may be brought (regardless of whether such enforcement is considered in a
proceeding in equity or at law). On the Closing Date, the Security Agreement
will conform to the description thereof contained in the Offering Memorandum in
all material respects.


 


(xli)  The provisions of the Security Agreement are
effective to create, in favor of the Trustee to secure the Obligations (as
defined in the Security Agreement), a valid security interest in the Issuer’s
rights in all Security Entitlements (as defined in the Security Agreement).


 


(xlii)  The provisions of the Security Agreement are
effective to perfect the security interest of the Trustee in the Security
Entitlements, assuming that all filings and other actions contemplated by the
Security Agreement to perfect such security interest are made and taken.


 


Each of the Issuer, the Company and the
Guarantors acknowledge that the Initial Purchaser and, for purposes of the
opinions to be delivered to the Initial Purchaser pursuant to Section 8 of
this Agreement, counsel to the Issuer and the WH Guarantors, counsel to the
Company and the Herbalife Guarantors and counsel to the Initial Purchaser will
rely upon the accuracy and truth of the foregoing representations and each of
the Issuer, the Company and the Guarantors hereby consent to such reliance.


 


Each of the foregoing representations and
warranties, as far as each relates to the Company and its Subsidiaries, is made
by the Issuer to the best of its knowledge; upon consummation of the Merger and
the assumption by the Company of the obligations of the Issuer hereunder, such
representations and warranties shall be deemed to have been made by the Company
without such knowledge limitation.


 


(b)  The Initial Purchaser acknowledges that it is
purchasing the Original Notes pursuant to a private sale exemption from
registration under the Act, and that the Original Notes have not been
registered under the Act and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. Persons except pursuant to
an


 
















 


exemption from the registration
requirements of the Act. The Initial Purchaser represents, warrants and
covenants to the Issuer, the Company and the Guarantors that:


 


(i)  Neither it, nor any person acting on its
behalf, has or will solicit offers for, or offer or sell, the Original Notes by
any form of general solicitation or general advertising (as those terms are
used in Regulation D under the Act) or in any manner involving a public
offering within the meaning of Section 4(2) of the Act, including, but not
limited to, articles, notices or other communications published in any
newspaper, magazine or similar medium or broadcast over television or radio or displayed
on any computer terminal, or any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising, and it has and will
solicit offers for the Original Notes only from, and will offer and sell the
Original Notes only to, (A) Persons whom the Initial Purchaser reasonably
believes to be QIBs or, if any such Person is buying for one or more
institutional accounts for which such Person is acting as fiduciary or agent,
only when such Person has represented to the Initial Purchaser, and the Initial
Purchaser reasonably believes based on such representation, that each such
account is a QIB to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in reliance on the exemption
from the registration requirements of the Act pursuant to Rule 144A, or (B)
Persons other than U.S. Persons outside the United States in reliance on the
exemption from the registration requirements of the Act provided by Regulation
S. The Initial Purchaser agrees, with respect to resales made in reliance on
Rule 144A of any of the Notes, to deliver either with the confirmation of such
resale or otherwise prior to settlement of such resale a notice to the effect
that the resale of such Notes have been made in reliance upon the exemption
from the registration requirements of the Act provided by Rule 144A.


 


(ii)  With respect to offers and sales outside the
United States, the Initial Purchaser has offered the Original Notes and will
offer and sell the Original Notes (1) as part of its distribution at any time
and (2) otherwise until 40 days after the later of the commencement of the
offering of the Original Notes and the Closing Date, only in accordance with
Rule 903 of Regulation S or another exemption from the registration
requirements of the Act. Accordingly, neither the Initial Purchaser nor any
person acting on its behalf has engaged or will engage in any directed selling
efforts (within the meaning of Regulation S) with respect to the Original Notes,
and all such persons have complied and will comply with the offering
restrictions requirements of Regulation S.


 


22
















 


The Initial
Purchaser agrees that it and each of its affiliates has not entered and will
not enter into any contractual arrangement with respect to the distribution of
the Notes except with the prior written consent of the Issuer or as
contemplated by this Agreement.


 


Terms used in this Section 5(b)(ii)
have the meanings given to them by Regulation S.


 


The Initial Purchaser understands that the
Issuer, the Company, the Guarantors and, for purposes of the opinions to be
delivered to them pursuant to Section 8 hereof, counsel to the Issuer and
the WH Guarantors, counsel to the Company and the Herbalife Guarantors and
counsel to the Initial Purchaser will rely upon the accuracy and truth of the
foregoing representations, and the Initial Purchaser hereby consents to such
reliance.


 


6. 
Indemnification. (a) Each of the Issuer, the WH Guarantors, and after
the Merger, the Company and the Herbalife Guarantors, jointly and severally
agrees to indemnify and hold harmless the Initial Purchaser, each person, if
any, who controls any Initial Purchaser within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, the agents, employees,
officers and directors of any Initial Purchaser and the agents, employees,
officers and directors of any such controlling person from and against any and
all losses, liabilities, claims, damages and expenses whatsoever (including,
but not limited, to reasonable attorneys’ fees and any and all reasonable
expenses whatsoever incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and all
reasonable amounts paid in settlement of any claim or litigation)
(collectively, “LOSSES”) to which they or any of them may become subject under
the Act, the Exchange Act or otherwise insofar as such Losses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Preliminary Offering
Memorandum or the Offering Memorandum, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the foregoing indemnity agreement shall not
apply any such case to the extent, but only to the extent, that any such Loss
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission relating to the Initial Purchaser
made therein in reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of the Initial Purchaser expressly for
use therein; provided, however, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from the
Preliminary Offering Memorandum, the indemnity agreement contained in this
section shall not inure to the benefit of the Initial Purchaser if the
Initial Purchaser sold the Notes concerned to the Person asserting any such
Losses, to the extent that such sale was an initial resale by the Initial
Purchaser and any such Losses of the Initial


 


23
















 


Purchaser results from the fact that there
was not sent or given to such Person, at or prior to the written confirmation
of the sale of such Notes to such Person, a copy of the Offering Memorandum
(exclusive of any material included therein but not attached thereto) if the
Issuer had previously furnished copies thereof to the Initial Purchaser. This
indemnity agreement will be in addition to any liability that the Issuer, the
WH Guarantors, and after the Merger, the Company and the Herbalife Guarantors,
may otherwise have, including, but not limited to, liability under this
Agreement.


 


(b) 
The Initial Purchaser agrees to indemnify and hold harmless the Issuer
the WH Guarantors, and after the Merger, also the Company and the Herbalife
Guarantors and each person, if any, who controls the Issuer, the WH Guarantors,
and after the Merger, also the Company and the Herbalife Guarantors, within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, each of its respective agents, employees, officers and directors and the
agents, employees, officers and directors of any such controlling person from
and against any Losses to which they or any of them may become subject under
the Act, the Exchange Act or otherwise insofar as such Losses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Preliminary Offering
Memorandum or the Offering Memorandum, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that any such
Loss arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission relating to the Initial Purchaser
made therein in reliance upon and in conformity with information furnished in
writing to the Issuer by or on behalf of such Initial Purchaser expressly for
use therein. Each of the Issuer, the Company, the Guarantors and the Initial
Purchasers acknowledge that the information described in Section 9 of this
Agreement is the only information furnished in writing by the Initial
Purchasers to the Issuer expressly for use in the Preliminary Offering Memorandum
or the Offering Memorandum.


 


(c) 
Promptly after receipt by an indemnified party under
subsection 6(a) or 6(b) above of notice of the commencement of any action,
suit or proceeding (collectively, an “action”), such indemnified party shall, if
a claim in respect thereof is to be made against the indemnifying party under
such subsection, notify each party against whom indemnification is to be sought
in writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 6 except to the extent that it has
been prejudiced in any material respect by such failure). In case any such
action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement of such action, the indemnifying party
will be entitled to participate in such action, and to the extent it may elect
by written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such


 


24
















 


indemnified party, to assume the defense of
such action with counsel satisfactory to such indemnified party.
Notwithstanding the foregoing, the indemnified party or parties shall have the
right to employ its or their own counsel in any such action, but the reasonable
fees and expenses of such counsel shall be at the expense of such indemnified
party or parties unless (i) the employment of such counsel shall have been
authorized in writing by the indemnifying parties in connection with the
defense of such action, (ii) the indemnifying parties shall not have employed
counsel to take charge of the defense of such action within a reasonable time
after notice of commencement of the action, or (iii) the named parties to such
action (including any impleaded parties) include such indemnified party and the
indemnifying parties (or such indemnifying parties have assumed the defense of
such action), and such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them that are different
from, in addition to, or in conflict with, those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events such reasonable fees and expenses of
counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the fees and expenses of more than one counsel
(together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent may not be unreasonably withheld. Notwithstanding the foregoing sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as
contemplated by paragraph (a) or (b) of this Section 6, then the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 business days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement and (iii) such indemnified party shall have given the
indemnifying party at least 45 days prior notice of its intention to settle. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding and does not
include a statement as to or an admission of fault, culpability or failure to
act on behalf of any indemnified party.


 


7. Contribution. In order to provide for
contribution in circumstances in which the indemnification provided for in
Section 6 of this Agreement is for any reason held to be unavailable from
an indemnifying party, or is insufficient to hold harmless a party indemnified
under Section 6 of this Agreement, each party that is obligated under
Section 6 of


 


25
















 


this Agreement to indemnify any other party
shall contribute to the amount paid or payable by such indemnified party as a
result of such aggregate Losses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuer, the Company or the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, from
the offering of the Original Notes or (ii) if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to above but also the relative fault of the Issuer,
the Company or the Guarantors, on the one hand, and the Initial Purchaser, on
the other hand, in connection with the statements or omissions that resulted in
such Losses, as well as any other relevant equitable considerations. The
relative benefits received by the Issuer, the Company and the Guarantors, on
the one hand, and the Initial Purchasers, on the other hand, shall be deemed to
be in the same proportion as (x) the total proceeds from the offering of
Original Notes (net of discounts and commissions but before deducting expenses)
received by the Issuer are to (y) the total discount, commissions and other
compensation received by the Initial Purchaser. The relative fault of the
Issuer, the Company and the Guarantors, on the one hand, and the Initial
Purchaser, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information
supplied by the Issuer, the Company or the Guarantors or the Initial Purchasers
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged
statement or omission.


 


The Issuer, the Company, the Guarantors and
the Initial Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall the Initial Purchaser be required
to contribute any amount in excess of the amount by which the total discount,
commissions and other compensation applicable to the Original Notes purchased
by the Initial Purchaser pursuant to this Agreement exceeds the amount of any
damages that the Initial Purchaser has otherwise been required to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission and
(ii) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person, if any, who controls the Initial Purchaser
within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act shall have the same rights to contribution as the Initial
Purchaser, and each person, if any, who controls the Issuer, the Company or the
Guarantors within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act and each director, officer, employee and
agent of the Issuer, the Company or the Guarantors shall have the same rights to
contribution as the Issuer, the Company or the Guarantors. Any party entitled
to contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 7, notify such


 


26
















 


party or parties from whom contribution may
be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except
to the extent that it has been prejudiced in any material respect by such
failure; provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under Section 6 of
this Agreement for purposes of indemnification. Anything in this
section to the contrary notwithstanding, no party shall be liable for
contribution with respect to any action or claim settled without its written
consent; provided, however, that such written consent was not unreasonably
withheld.


 


8. 
Conditions to the Initial Purchaser’s Obligations. The obligations of
the Initial Purchaser to purchase and pay for the Original Notes, as provided
for in this Agreement, shall be subject to satisfaction of the following
conditions prior to or concurrently with such purchase:


 


(a) 
All of the representations and warranties of the Issuer, the Company and
each of the Guarantors contained in this Agreement shall be true and correct in
all material respects on the date of this Agreement and on the Closing Date
(other than any such representations or warranties which are qualified as to
materiality, which representations and warranties shall be accurate in all
respect on the date hereof and on the Closing Date). The Issuer, the Company
and each of the Guarantors shall have in all material respects performed or
complied with all of the agreements and covenants contained in this Agreement and
required to be performed or complied with by it on or prior to the Closing
Date.


 


(b) 
The Offering Memorandum shall have been printed and copies distributed
to the Initial Purchaser on the date of this Agreement or at such later date as
the Initial Purchaser may determine. No stop order suspending the qualification
or exemption from qualification of the Original Notes in any jurisdiction shall
have been issued and no proceeding for that purpose shall have been commenced
or shall be pending or threatened.


 


(c) 
No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any governmental agency
that would, as of the Closing Date, prevent the issuance and sale of the
Original Notes or consummation of the Exchange Offer; except as disclosed in
the Offering Memorandum, no action, suit or proceeding shall have been
commenced and be pending against or affecting or, to the best knowledge of the
Issuer, the Company or the Guarantors, threatened against the Issuer, the
Company, the Guarantors or any of their respective subsidiaries before any
court or arbitrator or any governmental body, agency or official that could
reasonably be expected to have a Material Adverse Effect; and no stop order
preventing the use of the Preliminary Offering Memorandum or the


 


27
















 


Offering Memorandum, or any amendment or
supplement thereto, or any order asserting that any of the transactions
contemplated by this Agreement are subject to the registration requirements of
the Act shall have been issued.


 


(d) 
As of the date of the latest balance sheet presented in the Offering
Memorandum, neither the Company nor any of its subsidiaries had any material
liabilities or obligations, direct or contingent, that were required in
accordance with GAAP, to be set forth in the Company’s consolidated balance
sheet as of such date or in the notes thereto set forth in the Offering
Memorandum not so set forth. Since the date of the latest balance sheet
presented in the Offering Memorandum, except as set forth or contemplated in
the Offering Memorandum, (a) none of the Issuer, the Company or any Guarantor
has (1) incurred any liabilities or obligations, direct or contingent, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (2) entered into any material transaction not in
the ordinary course of business, (b) there has not been any event or
development in respect of the business or condition (financial or other) of the
Issuer, the Company and the Guarantors that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, (c) there has
been no dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock and (d) there has not been any material
change in the long-term debt of the Company or any of its subsidiaries.


 


(e) 
The Initial Purchaser shall have received certificates from each of the
Issuer, the Company and the WH Guarantors, dated the Closing Date, signed by
two authorized officers of each of the Issuer, the Company and the WH
Guarantors confirming, as of the Closing Date, to its knowledge, the matters
set forth in paragraphs (a), (b), (c) and (d) of this Section 8.


 


(f) 
The Initial Purchaser shall have received on the Closing Date opinions
dated the Closing Date, addressed to the Initial Purchaser, of (i) Chadbourne
& Parke LLP, special counsel to the Issuer, (ii) Irell & Manella LLP,
counsel to the Company, (iii) Hogan & Hartson LLP, special regulatory
counsel to the Company, (iv) Frank Morse, general counsel to the Company, (v)
Marshall Hill Cassas & di Lipkau, special Nevada counsel to the Issuer,
(vi) Schreck Brignone Godfrey, special Nevada counsel to the Company, (vii)
Maples and Calder, Special Cayman counsel to Holdings, (viii) Bonn Schmitt
Steichen, special Luxembourg counsel to WH Luxembourg Holdings SaRL, WH
Luxembourg Intermediate Holdings SaRL and WH Luxembourg CM SaRL, (ix)
Chadbourne & Parke LLP, special counsel to Whitney V, L.P. and Whitney
Equity Partners V, LLC under the Whitney Support Agreement, (x) Kirkland &
Ellis, special counsel to Golden Gate Capital Management, L.L.C. under the
Golden Gate Support Agreement and (xi) and Harney Westwood & Riegels,
special counsel to CCG


 


28
















 


Investments (BVI), L.P., each substantially
in the form of Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10 and
A-11 attached hereto, with such reasonable assumptions and qualifications
satisfactory to the Initial Purchaser.


 


(g) 
The Initial Purchaser shall have received on the Closing Date an opinion
dated the Closing Date of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
to the Initial Purchaser.


 


(h)  On the date hereof, the Initial Purchaser
shall have received a “comfort letter” from Deloitte & Touche LLP,
independent public accountants for the Company, dated the date of this
Agreement, addressed to the Initial Purchaser and in form and substance satisfactory
to the Initial Purchaser and counsel to the Initial Purchaser. In addition, the
Initial Purchaser shall have received “bring-down comfort letter” from Deloitte
& Touche LLP, dated as of the Closing Date, addressed to the Initial
Purchaser and in form and substance satisfactory to the Initial Purchaser and
counsel to the Initial Purchaser.


 


(i) 
Each of the other Note Documents shall have been executed and delivered
and the Initial Purchaser shall have received copies, conformed as executed,
thereof. 


 


(j) 
The Security Agreement substantially in the form attached hereto as
Annex C, shall have been executed and delivered, and the Initial Purchaser
shall have received copies, conformed and executed, thereof.


 


(k) 
The Support Agreements shall have been duly executed and delivered, and
the Initial Purchaser shall have received copies, conformed and executed,
thereof.


 


(l) 
The Issuer shall have deposited, or shall have directed the deposit of,
the net proceeds of the offering of the Original Notes with the Securities
Intermediary, as contemplated in the Security Agreement (it being understood
that this condition shall be deemed satisfied to the extent it occurs
simultaneously with the purchase and payment of the Original Notes).


 


(m) 
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Initial
Purchaser, shall have been furnished with such documents as they may reasonably
request to enable them to review or pass upon the matters referred to in this
Section 8 and in order to evidence the accuracy, completeness or
satisfaction in all material respects of any of the representations, warranties
or conditions contained in this Agreement.


 


29
















 


(n) 
The Notes shall be eligible for trading in The PORTAL Market upon
issuance. All agreements set forth in the representation letter of the Issuer
to DTC relating to the approval of the Notes by DTC for “book-entry” transfer
shall have been complied with.


 


(o) 
The Issuer shall have (i) granted to the Trustee for its benefit and the
ratable benefit of the Holders of the Notes a valid, perfected and first
priority security interest in the Secured Proceeds Account, the Pledged
Securities and related collateral to secure the Issuer’s payment and
performance of its Obligations, and (ii) executed and delivered the Security
Agreement to evidence that security interest. The Initial Purchaser shall have
received an original copy thereof, duly executed by the Issuer, the Trustee and
the Securities Intermediary.


 


If any of the conditions specified in this
Section 8 shall not have been fulfilled when and as required by this
Agreement to be fulfilled (or waived by the Initial Purchaser), this Agreement
may be terminated by the Initial Purchaser on notice to the Issuer and the
Company at any time at or prior to the Closing Date, and such termination shall
be without liability of any party to any other party. Notwithstanding any such
termination, the provisions of Sections 4(f), 6, 7, 9, 10 and 11(d) shall
remain in effect.


 


The documents required to be delivered by
this Section 8 will be delivered at the office of counsel for the Initial
Purchaser on the Closing Date.


 


9. 
Initial Purchaser Information. The Issuer, the Company, the Guarantors
and the Initial Purchaser severally acknowledge that the statements with
respect to the delivery of the Original Notes to the Initial Purchaser set
forth in the third, sixth, seventh, eighth, ninth, eleventh and twelfth
paragraph under “Plan of Distribution” in the Preliminary Offering Memorandum and
the Offering Memorandum constitute the only information furnished in writing by
the Initial Purchaser expressly for use in the Preliminary Offering Memorandum
or the Offering Memorandum.


 


10. 
Survival of Representations and Agreements. All representations and
warranties, covenants and agreements contained in this Agreement, including the
agreements contained in Sections 4(f) and 11(d), the indemnity agreements
contained in Section 6 and the contribution agreements contained in
Section 7, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Initial Purchaser or any
controlling person thereof or by or on behalf of the Issuer, the Company, any
Guarantor or any controlling person thereof, and shall survive delivery of and
payment for the Original Notes to and by the Initial Purchaser. The agreements
contained in Sections 4(f), 6, 7, 9 and 11(d) shall survive the termination of
this Agreement, including pursuant to Section 11.


 


30
















 


11. 
Effective Date of Agreement; Termination. (a) This Agreement shall
become effective upon execution and delivery of a counterpart hereof by each of
the parties hereto.


 


(b) 
The Initial Purchaser shall have the right to terminate this Agreement
at any time prior to the Closing Date by notice to the Issuer and the Company
from the Initial Purchaser, without liability (other than with respect to
Sections 6 and 7) on the Initial Purchaser’s part to the Issuer, the Company,
the Guarantors or any affiliate thereof if, on or after the date hereof there
shall have occurred: (i) a failure, refusal or inability to perform by the
Issuer, the Company or any Guarantor in any material respect any agreement on
its part to be performed under this Agreement when and as required, (ii) a
failure by the Issuer, the Company or any Guarantor to fulfill pursuant to
Section 8 any other condition to the obligations of the Initial Purchaser
under this Agreement when and as required, (iii) a general moratorium on
commercial banking activities is declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States, (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war or (v) the occurrence of any other
calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in
clause (iv) or (v) in the judgment of the Initial Purchaser makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Original Notes on the terms and in the manner contemplated in
the Offering Memorandum.


 


(c) 
Any notice of termination pursuant to this Section 11 shall be
given at the address specified in Section 12 below by telephone, telex,
telephonic facsimile or telegraph, confirmed in writing by letter.


 


(d) 
If this Agreement shall be terminated pursuant to Section 11(b), or
if the sale of the Notes provided for in this Agreement is not consummated
because of any refusal, inability or failure on the part of the Issuer, the
Company or any Guarantor to satisfy any condition to the obligations of the
Initial Purchaser set forth in this Agreement to be satisfied on its part or
because of any refusal, inability or failure on the part of the Issuer, the
Company or any WH Guarantor to perform in any material respect any agreement in
this Agreement or comply in any material respect with any provision of this
Agreement, the Issuer and the WH Guarantors will reimburse the Initial
Purchaser for all of their reasonable out-of-pocket expenses (including,
without limitation, the fees and expenses of the Initial Purchaser’s counsel)
incurred in connection with this Agreement.


 


12. 
Notice. All communications with respect to or under this Agreement,
except as may be otherwise specifically provided in this Agreement, shall be in
writing and, if sent to the Initial Purchaser, shall be mailed, delivered, or,
telegraphed or telecopied and confirmed in writing to UBS Warburg LLC, 299 Park
Avenue, New York, New York 10171


 


31
















 


(telephone: (212) 821-3000, fax number:
203-719-1075), Attention: Syndicate Department, with a copy to Skadden, Arps,
Slate, Meagher & Flom LLP, 300 South Grand Ave., Los Angeles, California,
90071 (telephone: (213) 687-5000, fax: (213) 687-5600), Attention: Nicholas P.
Saggese, Esq.; and if sent to the Issuer or the WH Guarantors, shall be mailed,
delivered or, telegraphed or telecopied and confirmed in writing to WH
Acquisition Corp., c/o Whitney & Co, LLC, 177 Broad Street, Stamford,
Connecticut 06901 (telephone: (203) 973-4100, fax: (203) 973-1422), Attention:
Mr. James Fordyce with a copy to Chadbourne and Parke, LLP, 30 Rockefeller
Plaza, New York, New York, 10025, Attention: Bruce Rader, Esq.; and if to the
Company, shall be mailed, delivered or telegraphed or telecopied and confirmed
in writing to Herbalife International, Inc., 1800 Century Park East, Los
Angeles, California 90067 (telephone: (310) 410-9600, fax: (310) 216-7255),
Attention: General Counsel, with a copy to Irell & Manella LLP, 1800 Avenue
of the Stars, suite 900, Los Angeles, California 90067 (telephone: (310)
277-1010, fax: (310) 203-7199), Attention: Anthony Iler, Esq.


 


All such notices and communications shall
be deemed to have been duly given: when delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged by telecopier machine, if
telecopied; and one business day after being timely delivered to a next-day air
courier.


 


13. 
Parties. This Agreement shall inure solely to the benefit of, and shall
be binding upon, the Initial Purchaser, the Issuer, the Company, the Guarantors
and the controlling persons and agents referred to in Sections 6 and 7 above,
and their respective successors and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained.
The term “successors and assigns” shall not include a purchaser, in its capacity
as such, of Notes from the Initial Purchaser.


 


14. 
Construction. This Agreement shall be construed in accordance with the
internal laws of the State of New York including, without limitation, Sections
5-1401 and 5-1402 of the New York General Obligations Law and New York Civil
Practice Laws and Rules 327(b) (without giving effect to any provisions thereof
relating to conflicts of law).


 


15. 
Captions. The captions included in this Agreement are included solely
for convenience of reference and are not to be considered a part of this
Agreement.


 


16. 
Counterparts. This Agreement may be executed in various counterparts
that together shall constitute one and the same instrument.


 


17. 
Guarantor Execution. The Company shall cause each of the Herbalife
Guarantors in existence at the time of the closing of the Merger to (i) execute
and deliver a joinder to this Agreement substantially in the form of Exhibit B
attached hereto, and (ii)


 


32
















 


execute and deliver the Registration Rights
Agreement and supplemental indenture to the Indenture, concurrently with the
closing of the Merger and the consummation of the Related Financing
Transactions (as defined in the Offering Memorandum) and the Herbalife
Guarantors shall execute each of the foregoing in consideration of, among other
things, consummation of the Transactions and the Merger; provided, however,
that all obligations of the Herbalife Guarantors arising under this Agreement
(including indemnity obligations) shall be as of the closing of the Merger. In
the event of a breach by the Company under this Section 17, the Company
agrees that monetary damages would not be adequate compensation for any loss or
damage incurred by such breach and hereby further agrees that, in the event of
an action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.


 


18. 
Company and Herbalife Guarantors. Notwithstanding anything to the
contrary contained herein or in any of the Note Documents and notwithstanding
that the Company is a signatory of this Agreement, unless and until the Merger
is consummated, none of the Company or the Herbalife Guarantors shall have any
obligation or liability arising under or related to this Agreement, the
Offering Memorandum or any of the Note Documents (or any certificate or
instrument delivered in connection herewith or therewith, or arising in
connection with the offering of the Notes; provided, that upon the consummation
of the Merger, the Company expressly assumes the obligations of the Issuer
hereunder and the Herbalife Guarantors will become a party to this Agreement.


 


If the foregoing Purchase Agreement
correctly sets forth the understanding among the Issuer, the Company, the
Guarantors and the Initial Purchaser, please so indicate in the space provided
below for the purpose, whereupon this letter and your acceptance shall
constitute a binding agreement among the Issuer, the Company, the Guarantors
and the Initial Purchaser.


 


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  WH ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  HERBALIFE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  WH INTERMEDIATE HOLDINGS (CAYMAN

  
	
   

  	
  ISLANDS) LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


33
















 


	
   

  	
  WH LUXEMBOURG HOLDINGS SaRL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  WH LUXEMBOURG INTERMEDIATE HOLDINGS

  
	
   

  	
  SARL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  WH LUXEMBOURG CM SARL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
  INITIAL PURCHASER:

  	
   

  
	
   

  	
   

  
	
  Confirmed and accepted as of the

  	
   

  
	
  date first above written:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  UBS WARBURG LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


 


SCHEDULE I


 


SUBSIDIARIES OF WH INTERMEDIATE
HOLDINGS LTD.


 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  % OWNERSHIP

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg Holdings SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg Intermediate Holdings SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg CM SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Acquisition Corp.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Nevada

  



 


34
















 


SUBSIDIARIES OF WH ACQUISITION CORP.


 


NONE.


 


35
















 


SUBSIDIARIES OF HERBALIFE
INTERNATIONAL, INC.


 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNED BY

  HERBALIFE

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Argentina S.A.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Argentina

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Australisia Pty, Ltd.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Foreign Sales Corporation

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Barbados

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Belgium, S.A.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Belgium

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Do Brasil Ltda.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Brazil and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife of Canada, Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Importadora Y Distribuidora Herbalife

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Chile

  
	
  International de Chile Limitada Avenida

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H&L (Suzhou) Health Products LTD*

  	
   

  	
  Corporation

  	
   

  	
  100% (indirect through Herbalife
  Leiner LLC)

  	
   

  	
  Republic of China

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Denmark ApS

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Denmark

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Domincana, S.A.*

  	
   

  	
  Corporation

  	
   

  	
  34% (direct)

  100% (indirect)

  	
   

  	
  Dominican Republic

  



 


36
















 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNED BY

  HERBALIFE

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Del Ecuador, S.A.*

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Ecuador

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Finland OY

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International France, S.A.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  France

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Deutschland GmbH

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Greece S.A*.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Greece

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Hong Kong Ltd.

  	
   

  	
  Corporation

  	
   

  	
  50% (direct)

  100% (indirect)

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Hungary Trading, Limited*

  	
   

  	
  Corporation

  	
   

  	
  90% (direct)

  100% (indirect)

  	
   

  	
  Hungary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International India Private
  Limited

  	
   

  	
  Corporation

  	
   

  	
   

  	
   

  	
  India

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PT Herbalife Indonesia

  	
   

  	
  Corporation

  	
   

  	
   

  	
   

  	
  Indonesia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of Israel (1990)
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Israel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Italia S.p.A

  	
   

  	
  Corporation

  	
   

  	
  95% (direct)

  100% (indirect)

  	
   

  	
  Italy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife of Japan K.K.

  	
   

  	
  Corporation

  	
   

  	
  92.9%

  	
   

  	
  Japan and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Korea Co., Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Korea and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International SDN.BHD*

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Malaysia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Internacional de Mexico, S.A.
  de C.V.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Products De Mexico, S.A. de
  C.V.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbavida International de Mexico, S.A.
  de C.V.*

  	
   

  	
  Corporation

  	
   

  	
   

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HBL International Maroc SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Morocco

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International (Netherlands)
  B.V.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Products N.V.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Netherlands Antilles

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife (NZ) limited

  	
   

  	
  Corporation

  	
   

  	
  99.9%

  	
   

  	
  New Zealand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Norway Products AS

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Norway

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Holdings, Inc.*

  	
   

  	
  Corporation

  	
   

  	
  40%

  	
   

  	
  Philippines

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Philippines, Inc.

  	
   

  	
  Corporation

  	
   

  	
  99.9%

  	
   

  	
  Philippines

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Polska Sp.z.o.o

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Poland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International, S.A.

  	
   

  	
  Corporation

  	
   

  	
  96% (direct)

  100% (indirect)

  	
   

  	
  Portugal

  



 


37
















 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNED BY

  HERBALIFE

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Russia 1995 Ltd.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Israel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Espana, S.A.

  	
   

  	
  Corporation

  	
   

  	
  99.8% (direct)

  100% (indirect)

  	
   

  	
  Spain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Sweden Aktiebolag

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HBL Products, SA

  	
   

  	
  Corporation

  	
   

  	
  48% (direct)

  99% (indirect)

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Taiwan Co., Ltd.*

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Urunleri Tic.
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  50% (direct)

  100% (indirect)

  	
   

  	
  Turkey and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife (UK) Limited

  	
   

  	
  Corporation

  	
   

  	
  76.9% (direct)

  100% (indirect)

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Europe Limited

  	
   

  	
  Corporation

  	
   

  	
  100% (indirect,

  through Herbalife

  (UK) Limited)

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vida Herbalife Suplementos Alimenticios,
  C.A.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Venezuela and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Leiner, LLC

  	
   

  	
  LLC

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HIIP Investment Co., LLC

  	
   

  	
  LLC

  	
   

  	
  40%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of America, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Communications,
  Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Distribution,
  Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of Europe, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Promotions One, Inc.

  	
   

  	
  Corporations

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International del Colombia

  	
   

  	
  Corporations

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International South Africa,
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International del Ecuador

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Taiwan, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International (Thailand) Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbatek.com Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Delaware

  



 


38
















 


Schedule II


 


SPECIFIED SUBSIDIARIES OF WH
INTERMEDIATE HOLDINGS LTD.


 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNERSHIP

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg Holdings SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg Intermediate Holdings SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Luxembourg CM SaRL

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WH Acquisition Corp.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Nevada

  



 


SPECIFIED SUBSIDIARIES OF WH
ACQUISITION CORP.


 


NONE.


 


SPECIFIED SUBSIDIARIES OF HERBALIFE
INTERNATIONAL, INC.


 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNED BY

  HERBALIFE

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Australisia Pty, Ltd.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Do Brasil Ltda.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Brazil and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife of Canada, Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H&L (Suzhou) Health Products LTD*

  	
   

  	
  Corporation

  	
   

  	
  100% (indirect

  through Herbalife

  Leiner LLC)

  	
   

  	
  Republic of China

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Finland OY

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International France, S.A.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  France

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Deutschland GmbH

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Greece S.A*.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Greece

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Hong Kong Ltd.

  	
   

  	
  Corporation

  	
   

  	
  50% (direct)

  100% (indirect)

  	
   

  	
  Hong Kong

  



 


39
















 


	
  SUBSIDIARY

  	
   

  	
  TYPE OF ENTITY

  	
   

  	
  %

  OWNED BY

  HERBALIFE

  	
   

  	
  JURISDICTION

  OF

  INCORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of Israel (1990)
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Israel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife of Japan K.K.

  	
   

  	
  Corporation

  	
   

  	
  92.9%

  	
   

  	
  Japan and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Korea Co., Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Korea and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Internacional de Mexico, S.A.
  de C.V.

  	
   

  	
  Corporation

  	
   

  	
  99.9% (direct)

  100% (indirect)

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Products De Mexico, S.A. de
  C.V.

  	
   

  	
  Corporation

  	
   

  	
  99% (direct)

  100% (indirect)

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International (Netherlands)
  B.V.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Sweden Aktiebolag

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Urunleri Tic.
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  50% (direct)

  100% (indirect)

  	
   

  	
  Turkey and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife (UK) Limited

  	
   

  	
  Corporation

  	
   

  	
  76.9% (direct)

  100% (indirect)

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Europe Limited

  	
   

  	
  Corporation

  	
   

  	
  100% (indirect,

  through Herbalife

  (UK) Limited)

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vida Herbalife Suplementos Alimenticios,
  C.A.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  Venezuela and Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Leiner, LLC

  	
   

  	
  LLC

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of America, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Communications,
  Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International Distribution,
  Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International of Europe, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International South Africa,
  Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International del Ecuador

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife Taiwan, Inc.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Herbalife International (Thailand) Ltd.

  	
   

  	
  Corporation

  	
   

  	
  100%

  	
   

  	
  California

  



 


40
















 


EXHIBIT A-1


 


FORM OF OPINION OF CHADBOURNE &
PARKE LLP


 


Ladies and Gentlemen:


 


We have acted as United States special
counsel to WH Acquisition Corp., a Nevada corporation (the “Issuer”), and as
United States special counsel to WH Intermediate Holdings Ltd., a Cayman
Islands corporation, WH Luxembourg Holdings SaRL, a Luxembourg company, WH Luxembourg
Intermediate Holdings SaRL, a Luxembourg company, WH Luxembourg CM SaRL, a
Luxembourg company (collectively, the “WH Guarantors” and, together with the
Issuer, the “Parties”), in connection with the preparation of the Offering
Memorandum, dated June    , 2002 (the “Offering
Memorandum”), relating to the offering by the Issuer of $165,000,000 aggregate
principal amount of 11 3/4% Senior Subordinated Notes due 2010 (the “Notes”).
This opinion is furnished pursuant to Section 8(f) of the Purchase Agreement,
dated June 21, 2002 (the “Purchase Agreement”), between the Issuer, the
Company, the WH Guarantors and you. Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Purchase Agreement.


 


In the course of our representation of the
Issuer, we have examined and relied on originals, or copies certified or
otherwise identified to our satisfaction, of the following documents
(collectively referred to herein as the “Documents”):


 


(a) an executed copy of the Purchase Agreement;


 


(b) the Offering Memorandum, dated
June      , 2002;


 


(c) copies of the certificate of
incorporation of the Parties, as amended to the date hereof, as certified by
the Secretary thereof;


 


(d) copies of the by-laws of each of
the Parties, as amended to the date hereof, as certified by the Secretary
thereof;


 


(e) an executed copy of the
Indenture, dated as of June      , 2002, between
the Issuer and the WH Guarantors, on the one hand, and The Bank of New York, as
Trustee, on the other hand, governing the Notes;


 


(f) a specimen of the certificates
for the Notes;


 


(g) an executed copy of the
Registration Rights Agreement, dated June     , 2002,
between the Issuer, on the one hand, and you, on the other hand;


 


(h) an executed copy of the Security
and Control Agreement, dated June      , 2002,
between the Issuer, the Trustee and The Bank of New York, as Securities
Intermediary; and


 


A-1-1
















 


(i) 
Action of Directors of the Issuer by Unanimous Written Consent in Lieu
of a Meeting dated June      , 2002 and Action of
Directors/Managers of the WH Guarantors by Unanimous Written Consent in Lieu of
a Meeting, dated June     , 2002.


 


We have also examined originals, or copies
certified to our satisfaction, of such records of the Parties and other
instruments, certificates of public officials and representatives of the
Parties and other documents as we have deemed necessary as a basis for the
opinions expressed in this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents
submitted to us as copies. As to questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied upon, and
assumed the accuracy of, the representations and warranties made in or pursuant
to the Purchase Agreement and such certificates of appropriate public officials
and officers and representatives of the Parties, including the Officer’s
Certificate attached hereto as Exhibit A. In addition, we have attended the
closing of the transactions contemplated by the Purchase Agreement held on the
date hereof.


 


On the basis of the foregoing, and having
regard for such legal considerations as we deem relevant, we are of the opinion
that:


 


(i) 
The Indenture has been duly and validly authorized, executed and
delivered by the Issuer and each of the WH Guarantors thereto and (assuming the
due authorization, execution and delivery thereof by the Trustee) constitutes
the valid and legally binding obligation of the Issuer and each of the WH
Guarantors thereto, enforceable against each of them in accordance with their
terms, except that the enforcement thereof may be subject to (x) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights generally
and (y) general principles of equity and the discretion of the court before which
any proceeding therefor may be brought (regardless of whether such enforcement
is considered in a proceeding in equity or at law).


 


(ii) 
The Original Notes, when issued, authenticated and delivered by the
Issuer against payment by the Initial Purchaser in accordance with the terms of
the Purchase Agreement and the Indenture, (assuming the due authorization,
execution and delivery of the Indenture by the Trustee in accordance with the
Indenture) will constitute the valid and legally binding obligations of the
Issuer (and following the Merger, the Company) entitled to the benefits of the
Indenture and enforceable against the Issuer (and following the Merger, the
Company) in accordance with their terms, except that the enforcement thereof
may be subject to (x) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights generally and (y) general principles of equity and
the discretion of the court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).


 


(iii) 
The Guarantees endorsed on the Original Notes, when issued in connection
with the issuance of the Original Notes or, if later, upon the consummation of
the Merger


 


A-1-2
















 


with respect to the Herbalife Guarantors,
(assuming the due authorization, execution and delivery of the Indenture by the
Trustee, and the due authorization, execution and delivery of the Guarantees
and the Supplemental Indenture by the Guarantors) will constitute the valid and
legally binding obligations of each of the Guarantors, entitled to the benefits
of the Indenture and enforceable against each of the Guarantors in accordance
with their terms, except that the enforcement thereof may be subject to (x)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
generally and (y) general principles of equity and the discretion of the court
before which any proceeding therefor may be brought (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


 


(iv) 
The Exchange Notes, when issued, authenticated and delivered by the
Issuer (and following the Merger, the Company) in accordance with the terms of
the Registration Rights Agreement, the Exchange Offer and the Indenture,
(assuming the due authorization, execution and delivery thereof by the Trustee
and assuming the due authorization, execution and delivery of the Exchange
Notes by the Trustee in accordance with the Indenture) will constitute the
valid and legally binding obligations of the Issuer (and following the Merger,
the Company) entitled to the benefits of the Indenture and enforceable against
the Issuer (and following the Merger, the Company) in accordance with their
terms, except that the enforcement thereof may be subject to (x) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights generally
and (y) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


 


(v) 
The Guarantees endorsed on the Exchange Notes, when issued in connection
with the issuance of the Exchange Notes or, if later, upon the consummation of
the Merger with respect to the Herbalife Guarantors, (assuming the due
authorization, execution and delivery of the Indenture by the Trustee, and the
due authorization, execution and delivery of the Guarantees and the
Supplemental Indenture by the Guarantors) will constitute the valid and legally
binding obligations of each of the Guarantors, entitled to the benefits of the
Indenture and enforceable against each of the Guarantors in accordance with
their terms, except that the enforcement thereof may be subject to (x) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights generally
and (y) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


 


(vi) 
The Registration Rights Agreement has been duly and validly authorized,
executed and delivered by the Issuer and (assuming the due authorization,
execution and delivery thereof by the Initial Purchaser) will constitute the
valid and legally binding


 


A-1-3
















 


obligation of the Issuer enforceable
against it in accordance with its terms, except that (a) the enforcement
thereof may be subject to (x) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and (y) general principles
of equity and the discretion of the court before which any proceeding therefor
may be brought (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (b) we express no opinion with respect to
the provisions set forth in Section 7 of the Registration Rights
Agreement.


 


(vii) 
Assuming the accuracy of the representations and warranties of the
Initial Purchaser in the Purchase Agreement, no consent, approval,
authorization or order of, or filing, registration or qualification of or with
any court, governmental agency or body or administrative agency of the State of
New York or the federal government of the United States is required to be
obtained or made by the Issuer or any of the WH Guarantors for the execution, delivery
and performance by the Issuer and the WH Guarantors of the Note Documents, to
which it is a party, and except as set forth in the Offering Memorandum, the
consummation of the Transactions, except (a) such as have been or will be
obtained or made on or prior to the Closing Date, (b) registration of the
Exchange Offer under the Act pursuant to the Registration Rights Agreement, (c)
qualification of the Indenture under the Trust Indenture Act, in connection
with the issuance of the Exchange Notes or (d) any state or foreign securities
laws or by the regulations of the NASD .


 


(viii)  To our knowledge, and except as set forth in
the Offering Memorandum, there does not exist any judgment, order, injunction
or other restraint issued or filed which seek to restrain, enjoin, prevent the
consummation of or otherwise challenge the Transactions or the performance by
the Issuer or the WH Guarantors of their respective obligations under the Note
Documents.


 


(ix) 
None of the Issuer or the WH Guarantors is, nor immediately after sale
of the Notes to the Initial Purchaser and assuming immediate application of the
proceeds therefrom in accordance with the Security Agreement and as set forth
in the Offering Memorandum under the caption “Use of Proceeds” will be, an “investment
company” or a company “controlled” by an “investment company” incorporated in
the United States within the meaning of the Investment Company Act of 1940, as
amended.


 


(x) 
Assuming (x) the accuracy of the representations and warranties of the
Initial Purchaser and the Issuer contained in the Purchase Agreement and (y)
compliance by the Initial Purchaser and the Issuer with their respective
covenants contained in the Purchase Agreement, neither registration of the
Original Notes under the Act, nor qualification of the Indenture under the
Trust Indenture Act is required for the offer and sale of the Original Notes by
the Issuer to the Initial Purchaser, or the initial resale of the Original
Notes by the Initial Purchaser, in each case in accordance with the Offering
Memorandum and the Purchase Agreement. We express no opinion, however, as to


 


A-1-4
















 


when or under what circumstances any Notes
sold by the Initial Purchaser may be reoffered or resold.


 


(xi) 
To our knowledge, none of the Issuer or the WH Guarantors (or any agent
thereof acting on their behalf) has taken any action that might cause the
issuance or sale of the Notes to violate Regulations T, U or X of the Board of
Governors of the Federal Reserve System.


 


(xii) 
Each of the Note Documents conforms in all material respects to the
description thereof contained in the Offering Memorandum.


 


(xiii)  The statements set forth in the Offering
Memorandum under the caption “Description of Notes”, insofar as they purport to
constitute a summary of the terms of the Notes, the Indenture and the
Guarantees, and under the caption “United States Federal Income Tax
Consequences”, insofar as they purport to describe relevant federal tax laws of
the United States, fairly summarize the matters referred to therein in all
material respects.


 


(xiv) 
The Security Agreement has been duly and validly authorized, executed
and delivered by the Issuer and (assuming the due authorization, execution and
delivery thereof by the Trustee) and constitutes the valid and legally binding
obligations of the Issuer, enforceable against the Issuer in accordance with
its terms, except that the enforcement thereof may be subject to (x)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights generally and (y) general principles of equity and the discretion of the
court before which any proceeding therefor may be brought (regardless of whether
such enforcement is considered in a proceeding in equity or at law).


 


(xv) 
If the Securities Account (as defined in the Security Agreement) is a
“securities account” within the meaning of Section 8-501(a) of the New
York Uniform Commercial Code (“UCC”), the provisions of the Security Agreement,
upon execution and delivery thereof by the parties thereto, are effective to
create and perfect the security interest of the Trustee for the benefit of the
holders of the Notes in the Issuer’s rights in the Securities Account and the
“security entitlements” (as defined in Section 8-102(a)(17) of the UCC)
with respect to the Securities Account. As used in this paragraph (xv) and
hereinafter in this opinion, “security entitlements” means “security
entitlements” (as defined in Section 8-102(a)(17) of the UCC) with respect
to “financial assets” (as defined in Section 8-102(a)(9) of the UCC) now
or hereafter credited to the Securities Account. Assuming that the Trustee on
behalf of the holders of the Notes has acquired its security interest for
“value” (within the meaning of Section 9-203 of the UCC) and without
notice of an “adverse claim” (as defined in Section 8-102(a)(1) of the
UCC), no action based on such adverse claim to a Financial Asset, whether
framed in conversion, replevin, constructive trust, equitable lien or other
theory, may be asserted against the Trustee.


 


(xvi) 
If the Securities Account is a “deposit account” within the meaning of
Section 9-102(a)(29) of the UCC (the “Deposit Account”), the provisions of
the Security


 


A-1-5
















 


Agreement, upon execution and delivery
thereof by the parties thereto, are effective to create and perfect the
security interest of the Trustee for the benefit of the holders of the Notes in
the Issuer’s rights in the Deposit Account, and in the “proceeds” (as defined
in Section 9-102(a)(64) of the UCC) thereof, subject to the conditions set
forth in Section 9-315 and 9-322(c) of the UCC.


 


(xvii)  Subject to paragraphs (xv) and (xvi), the
Security Agreement creates in favor of the Trustee for the benefit of the
holders of the Notes a valid security interest in the Issuer’s rights in the
Security Entitlements (as defined in the Security Agreement) to secure the
payment and performance when due of the Obligations (as defined in the Security
Agreement).


 


In giving the opinions set forth
above, we express no opinion as to:


 


(i) 
The enforceability of any provisions contained in the Note Documents
that purport to establish (or may be construed to establish) evidentiary
standards;


 


(ii) 
The enforceability of forum selection clauses in Federal courts;


 


(iii) 
The legality, validity, binding effect or enforceability of any
provision of any of the Note Documents insofar as they provide for the payment
or reimbursement of costs and expenses or indemnification for claims, losses,
or liabilities in excess of a reasonable amount determined by any court or
other tribunal;


 


(iv) 
The enforceability under certain circumstances of provisions
indemnifying a party against liability for its own wrongful or negligent acts;


 


(v) 
The effect of the compliance or noncompliance of the Initial Purchaser
with any state or federal laws or regulations (including, without limitation,
any unpublished order, decree, or directive issued by any governmental
authority but excluding Regulations T, U and X of the Board of Governors of the
Federal Reserve System to the extent set forth in paragraph (xi) above)
applicable to the Initial Purchaser because of its legal or regulatory status,
the nature of its business, or its authority to conduct business in any
jurisdiction; 


 


(vi) 
The enforceability of any provisions of the Note Documents that provide
that the assertion or employment of any right or remedy shall not prevent the
concurrent assertion or employment of any other right or remedy, or that each
and every remedy shall be cumulative and in addition to every other remedy or
that any delay or omission to exercise any right or remedy shall not impair any
other right or remedy or constitute a waiver thereof;


 


(vii) 
The validity, the binding nature or the enforceability of the
obligations of any Guarantor under the Guarantees if Section 548 of the
Bankruptcy Code or Article 10 of the New York Debtor and Creditor Law or
any other law relating to fraudulent transfers or obligations were applicable
thereto or the applicability of any such law to the obligations of any
Guarantor under the Guarantees. In addition, we have assumed, without
independent inquiry, that the Guarantees are in furtherance of the corporate


 


A-1-6
















 


 


purposes of or is necessary or convenient
to the conduct, promotion or attainment of the business of each Guarantor.


 


The foregoing opinion is limited to the
Federal laws of the United States, the laws of the State of New York and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.


 


In connection with our opinion set forth in
paragraphs (iv) and (v) above, we have, with your permission, assumed that at
the time of the issuance and delivery of any Exchange Notes and the Guarantees
thereon there will not have occurred any change in law affecting the validity,
legally binding character or enforceability of such Exchange Notes and
Guarantees and that the issuance and delivery of such Exchange Notes and the
Guarantees thereon, all of the terms of such Exchange Notes and Guarantees and
the performance by the Issuer, the Company and the Guarantors of its
obligations thereunder will comply with applicable law and with each
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Issuer, the Company or the Guarantors and will not result
in a default under or a breach of any agreement or instrument then binding upon
the Company.


 


In connection with our opinion set forth in
paragraph (x) above, we have, also with your permission, relied upon the
representations, warranties, agreements and undertakings of the Issuer, the
Company, the Guarantors and the Initial Purchaser and the Initial Purchaser
contained in the Purchase Agreement, including those with respect to the
absence of any directed selling efforts (as defined in Regulation S under the
Securities Act) relating to the Original Notes, the absence of any general
solicitation or general advertising in connection with the offering of the
Original Notes and as to certain other matters. Insofar as such opinion relates
to the sale of the Original Notes by the Issuer to the Initial Purchaser, we
have assumed that all offers and resales of Original Notes by the Initial
Purchaser will be made in accordance with the Purchase Agreement.


 


With your permission, with respect to
matters of Nevada law, we have relied exclusively upon the opinion of Marshall
Hill Cassas & de Lipkau, dated the date hereof, as to the matters set forth
therein, a copy of which has been delivered to you and which is in form and
scope satisfactory to us. Without limiting the foregoing, we have assumed, in
reliance upon the opinion of Marshall Hill Cassas & de Lipkau, that (i) the
Issuer is duly organized, validly existing and in good standing under the laws
of the State of Nevada, (ii) the Issuer has all corporate power and authority
under Nevada law to consummate the Transactions and to execute, deliver and
perform its obligations under the Note Documents and (iii) each of the Note
Documents has been duly authorized, executed and delivered by the Issuer under
Nevada law.


 


With your permission, with respect to
matters of Cayman Islands law, we have relied exclusively upon the opinion of
Maples and Calder, dated the date hereof, as to the matters set forth therein,
a copy of which has been delivered to you and which is in form and scope
satisfactory to us. Without limiting the foregoing, we have assumed, in
reliance upon the opinion of Maples and Calder, that (i) WH Intermediate
Holdings Ltd. is duly organized, validly existing and in good standing under
the laws of Cayman Islands, (ii) the WH


 


A-1-7
















 


Intermediate Holdings Ltd. has all
corporate power and authority under Cayman Islands to consummate the
Transactions and to execute, deliver and perform its obligations under the Note
Documents and (iii) each of the Note Documents has been duly authorized, executed
and delivered by WH Intermediate Holdings Ltd. under Cayman Islands law.


 


With your permission, with respect to
matters of Luxembourg law, we have relied exclusively upon the opinion of Bonn
Schmitt Steichen, dated the date hereof, as to the matters set forth therein, a
copy of which has been delivered to you and which is in form and scope
satisfactory to us. Without limiting the foregoing, we have assumed, in
reliance upon the opinion of Bonn Schmitt Steichen, that (i) each of WH
Luxembourg Holdings SaRL, WH Luxembourg Intermediate Holdings SaRL and WH
Luxembourg CM SaRL is duly organized and validly existing under the laws of
Luxembourg, (ii) each of WH Luxembourg Holdings SaRL, WH Luxembourg
Intermediate Holdings SaRL and WH Luxembourg CM SaRL has all corporate power
and authority under Luxembourg law to consummate the Transactions and to
execute, deliver and perform its obligations under the Note Documents and (iii)
each of the Note Documents has been duly authorized, executed and delivered by
each of WH Luxembourg Holdings SaRL, WH Luxembourg Intermediate Holdings SaRL
and WH Luxembourg CM SaRL under Luxembourg law.


 


We are furnishing this opinion to you at
the request of the Issuer and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purposes without our prior written consent. All of the opinions expressed
herein are based upon the pertinent facts and laws in existence as of the date
hereof. We expressly disclaim any obligation to advise you of changes to
pertinent laws or facts that may hereafter come to our attention.


 


A-1-8
















 


Chadbourne & Parke LLP will also
provide a letter stating that as special U.S. counsel to the Issuer we reviewed
the Offering Memorandum and participated in discussions with representatives of
the Initial Purchaser and those of the Issuer, the Company and its accountants
regarding the contents of the Offering Memorandum and certain related matters.
Between the date of the Offering Memorandum and the time of the delivery of
this letter, we participated in further discussions with representatives of the
Issuer, the Company and its accountants regarding the contents of certain
portions of the Offering Memorandum and certain related matters, reviewed
certain records of the Issuer and the Company relating to the proceedings of
their Boards of Directors, certificates of certain officers of the Issuer and
the Company, legal opinions from other counsel to the Company and a letter from
the Company’s accountants. On the basis of the information that we gained in
the course of the performance of the services referred to above, considered in
the light of our understanding of the applicable Federal securities laws and
the experience we have gained through our practice in this field, nothing that
came to our attention in the course of such review has caused us to believe
that the Offering Memorandum, as of the date of the Offering Memorandum,
contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Also, nothing that
has come to our attention in the course of such review or the procedure
described in the second sentence of this paragraph has caused us to believe
that the Offering Memorandum, as of the date and time of delivery of this
letter, contained any untrue statement of a material fact or omitted to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


The limitations inherent in the independent
verification of factual matters and the character of determinations involved in
the preparation of the Offering Memorandum are such, however, that we have not
independently verified and are not passing upon nor do we assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum except for those made under the captions
“Description of Notes” and “Plan of Distribution” in the Offering Memorandum
insofar as they relate to provisions of documents therein described. Also, we
do not comment on or express any opinion or belief as to the financial
statements or other technical, statistical or financial data contained in the
Offering Memorandum.


 


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EXHIBIT A-2


 


FORM OF OPINION OF IRELL &
MANELLA LLP


 


June    , 2002


 


UBS Warburg LLC


299 Park Avenue


New York, New York 10171


 


Re: Herbalife International, Inc.


 


This opinion is furnished to you pursuant
to Section 8(f)(ii) of the Purchase Agreement, dated as of June 21,
2002, by and among you, WH Acquisition Corp., a Nevada corporation (the
“Issuer”), Herbalife International, Inc., a Nevada corporation (the “Company”)
and the entities listed on the signature pages thereto as guarantors relating
to the sale by the Issuer and the purchase by you, as Initial Purchaser, of
$165,000,000 principal amount of 11 3/4% Senior Subordinated Notes due 2010
(the “Purchase Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to them in the
Purchase Agreement.


 


We have acted as counsel for the Company
and certain U.S. subsidiaries of the Company listed on Schedule A hereto
(the “Applicable Herbalife Guarantors”) in connection with the transactions
contemplated by the Purchase Agreement.


 


For the purpose of rendering this opinion,
we have reviewed the following documents:


 


(a) the Purchase Agreement; and


 


(b) the other Note Documents referred to in
the Purchase Agreement.


 


We also have reviewed such other matters
and documents as we have deemed necessary or relevant as a basis for this
opinion. In our review, we have assumed, without investigation, the legal
capacity of all natural persons signing documents in their respective
individual capacities, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or reproduction copies,
and the authenticity of the originals of such copies.


 


Insofar as this opinion relates to factual
matters, information with respect to which is in the possession of the Company
or the Applicable Herbalife Guarantors, we have relied upon certificates,
statements and representations of officers and other representatives of the


 


A-2-1
















 


Company and the Applicable Herbalife
Guarantors, including, without limitation, the representations contained in the
Purchase Agreement and the other Note Documents, and upon statements contained
in the Offering Memorandum.


 


This opinion is limited to the laws of the
State of California and we express no opinion as to the laws of any other
jurisdiction (including, without limitation, the securities and blue sky laws
of any such jurisdiction) except the General Corporation Law of the State of
Delaware (the “DGCL”) and the laws of the United States of America to the
extent specifically referred to herein.


 


We call your attention to the fact that the
Purchase Agreement provides that it is to be governed by and construed in
accordance with the internal laws of the State of New York. Our opinion in
paragraph 3 below with respect to the due execution and delivery of the
Purchase Agreement by the Company and the Applicable Herbalife Guarantors is
being rendered only to the extent that the laws of the State of California or
the provisions of the DGCL may be relevant to such due execution and delivery.


 


Based upon the foregoing, and on the
assumptions herein set forth, and subject to the limitations, qualifications
and exceptions set forth herein, we are of the opinion that:


 


Each of the Applicable Herbalife Guarantors
(a) is a corporation, partnership or other entity duly incorporated or formed
and validly existing and in good standing under the laws of the jurisdiction of
its organization, (b) has all requisite corporate or other power and authority
and, to our knowledge, has all governmental licenses, authorizations, consents
and approvals necessary to own its property and carry on its business as now
being conducted, and (c) is qualified to do business and is in good standing in
the jurisdictions listed on Schedule B hereto.


 


1. 
Each of the Applicable Herbalife Guarantors has all requisite corporate
or other power and authority to execute, deliver and perform all of its
obligations under the Note Documents to which it is or will be a party and to
consummate the Transactions.


 


2. 
The Purchase Agreement has been duly and validly authorized, executed
and delivered by the Applicable Herbalife Guarantors.


 


3. 
The execution, delivery and performance by the Applicable Herbalife
Guarantors of the Note Documents to which they are or will be a party and the
consummation of the Transactions do not and will not violate, conflict with or
constitute a breach of any of the terms or provisions of, or a default under
(or an event that with notice or the lapse of time, or both, would constitute a
default), or require consent under, or result in the creation or imposition of
a lien, charge or encumbrance on any property or assets of any of the
Applicable Herbalife Guarantors (other than as created pursuant to the
Indenture or the Security Agreement) or an acceleration of any indebtedness of
any of the Applicable Herbalife


 


A-2-2
















 


Guarantors (a) pursuant to the charter,
bylaws or other constitutive documents of any of the Applicable Herbalife
Guarantors, or (b) to our knowledge, pursuant to (i) any of the terms,
conditions or provisions of any material document, agreement or other
instrument to which any of the Applicable Herbalife Guarantors is a party, (ii)
any law, statute, rule or regulation applicable to any of the Applicable
Herbalife Guarantors or their respective assets or properties and which in our
experience is generally applicable to transactions of the type contemplated by
the Purchase Agreement or (iii) any judgment, order or decree of any domestic
or foreign court or governmental agency or authority having jurisdiction over
any of the Applicable Herbalife Guarantors or their respective assets or
properties except, in the case of this clause (b), for such as would not have a
Material Adverse Effect.


 


4. 
Assuming the accuracy of the representations and warranties of the
Initial Purchaser in Section 5(b) of the Purchase Agreement, no consent,
approval, authorization or order of, or filing, registration, qualification,
license or permit of or with, any court or governmental agency, body or
administrative agency is required to be obtained or made by any of the
Applicable Herbalife Guarantors for the execution, delivery and performance by
any of the Applicable Herbalife Guarantors of the Note Documents to which it is
or will be a party and the consummation of the Transactions, except (a) such as
have been or will be obtained or made on or prior to the date on which any such
Applicable Herbalife Guarantor becomes a Guarantor under the Indenture, (b)
registration of the Exchange Offer or resale of the Notes under the Act
pursuant to the Registration Rights Agreement, (c) qualification of the
Indenture under the Trust Indenture Act, in connection with the issuance of the
Exchange Notes or (d) such as may be required by any applicable state or
foreign securities or “blue sky” laws or the rules and regulations of the
National Association of Securities Dealers, Inc. No consents or waivers from
any other person or entity are required for the execution, delivery and
performance of any of the Note Documents and the consummation of any of the
Transactions, other than such consents and waivers as have been obtained or
will be obtained prior to the Closing Date and will be in full force and
effect, and such other consents and waivers the failure to obtain which will
not have a Material Adverse Effect.


 


5. 
To our knowledge, there does not exist any judgment, order, injunction
or other restraint issued or filed to or against any of the Applicable
Herbalife Guarantors with respect to the Transactions or the performance by any
of the Applicable Herbalife Guarantors of their respective obligations under
the Note Documents to which they are a party.


 


6. 
Neither the Company nor any of its subsidiaries is, and none of the
Company’s subsidiaries immediately after sale of the Notes to the Initial
Purchaser and application of the proceeds therefrom in accordance with the
Security Agreement will be, an “investment company” or a company “controlled”
by an “investment company” incorporated in the United States within the meaning
of the Investment Company Act of 1940, as amended.


 


7. 
Neither the Company nor any of its subsidiaries (or any agent thereof
acting on their behalf) has taken, and none of them will take, any action that
might cause the Purchase


 


A-2-3
















 


Agreement or the issuance or sale of the
Notes to violate Regulations T, U or X of the Board of Governors of the Federal
Reserve System.


 


In connection with the preparation of the
Offering Memorandum, we have participated in conferences with officers and
other representatives of the Company, representatives of the independent public
or certified public accountants for the Company, representatives (including
counsel) of the equity sponsors referred to in the Purchase Agreement and
representatives of the Initial Purchaser at which the contents of the Offering
Memorandum and related matters were discussed and, although we are not passing
upon and do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Offering Memorandum, on the basis
of the foregoing, nothing has come to our attention that would lead us to
believe that the Offering Memorandum, as of its date or as of the date hereof,
contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (except that we express no such belief as to the financial
statements or schedules or other financial, statistical, industry or market
data included therein).


 


Our opinions expressed in paragraph 1 above
as to the incorporation or formation, valid existence, good standing and
qualification of the Applicable Herbalife Guarantors are based solely on
certificates of legal existence and/or good standing and/or qualification
issued by the Secretaries of State or other appropriate officials of the
jurisdictions in which the Company and the significant subsidiaries of the
Company are incorporated or qualified as foreign corporations, as set forth on
Schedule B attached hereto.


 


We have assumed, with your permission, that
no agreement or understanding that is not otherwise known to us exists between
you and any parties that would modify, supplement or amend any document
reviewed by us.


 


Whenever our opinion herein with respect to
the existence or nonexistence of facts is qualified by the phrase “to our
knowledge”, or any similar phrase implying a limitation on the basis of
knowledge, such phrase means only that the individual attorneys in this firm
who have had active involvement in the transactions contemplated by the Purchase
Agreement and the Offering Memorandum do not have actual knowledge that the
facts as stated herein are untrue. Unless otherwise expressly stated herein,
such persons have not undertaken any investigation to determine the existence
or nonexistence of such facts, and no inference as to the extent of their
knowledge should be drawn from the fact of their representation of the Company
or its subsidiaries in this or any other instance.


 


The opinions rendered herein are based upon
applicable law and the state of our knowledge as of the date of this opinion.
We do not undertake, and hereby expressly disclaim, any obligation to inform
you of changes in any applicable law or relevant legal principles of law, or
changes in our interpretation of such law or principles, or the state of our


 


A-2-4
















 


knowledge of the relevant facts subsequent
to the date of this opinion. We note in this regard that the Applicable
Herbalife Guarantors are expected to execute and deliver certain of the Note
Documents on dates subsequent to the date hereof, and any such changes in law,
principles of law or our interpretations thereof, or the state of our knowledge
of relevant facts, may occur prior to the execution and delivery of such Note
Documents. Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. 


 


This opinion is rendered only to you
pursuant to the Purchase Agreement and is solely for your benefit in connection
with the above transaction. This opinion may not be relied upon by any other
person for any other purpose or in any other context, or furnished to, used,
circulated, quoted or referred to, or relied upon by, any person for any
purpose without our prior written consent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  IRELL & MANELLA LLP

  



 


A-2-5
















 


EXHIBIT A-3


 


FORM OF OPINION OF HOGAN &
HARTSON L.L.P.


 


June    , 2002


 


UBS Warburg LLC


299 Park Avenue


New York, New York 10171


 


Ladies and Gentlemen:


 


This letter is furnished to you pursuant to
Section 8(f) of the Purchase Agreement dated June    ,
2002 (the “Purchase Agreement”) between you and WH Acquisition, a Nevada
corporation (the “Issuer”), Herbalife International, Inc., a Nevada corporation
(the “Company”) and the entities listed on the signature pages thereto as
guarantors relating to the sale by the Issuer and the purchase by you as the
Initial Purchasers of $                  
principal amount of     % Senior Subordinated Notes due
2010.


 


This firm serves as special regulatory
counsel to the Company in the U.S. Food and Drug Administration (“FDA”) area
only. In such capacity, we have been retained by the Company to review certain
information under the captions “Risk Factors—Regulatory matters governing our
industry could have a significant negative effect on our business” and
“Business—Regulation—General—Products”, in the Company’s final Offering
Memorandum dated June    , 2002 (the “Offering Memorandum”).
We have not been retained or engaged by the Company to perform, nor have we
performed, any review of any other information in the Offering Memorandum, nor
have we acted as the Company’s corporate or securities counsel in connection
with the sale of the Securities. Terms used herein that are defined in the
Purchase Agreement shall have the respective meanings set forth in the Purchase
Agreement, unless otherwise defined herein.


 


For purposes of the opinion expressed in
this letter, which is set forth below (the “Opinion”), we have examined copies
of the following:


 


1. 
An executed copy of the Purchase Agreement.


 


2. 
The information contained in the Offering Memorandum under the captions
“Risk Factors—Regulatory matters governing our industry could have a
significant negative 


 


A-3-1
















 


effect on our business” and
“Business—Regulation—General—Products”, insofar as it relates to FDA regulatory
matters.


 


3. 
A certificate dated as of June    , 2002 of certain
officers of the Company as to certain facts relating to the Company.


 


For purposes of the Opinion, we have not
made any independent review or investigation of factual or other matters,
including the assets, business or affairs of the Company. We have assumed the
authenticity, accuracy and completeness of the foregoing documents,
certification and statements of fact, on which we are relying, and have made no
independent investigations thereof. Further, we have not independently
verified, nor do we take any responsibility for nor are we addressing in any
way any statements of fact, any statements concerning state or foreign law or
any statements of belief attributable to the Company concerning whether or not
the Company is in compliance with applicable FDA requirements. The Opinion is
given in the context of the foregoing.


 


This letter is based as to matters of law
solely on the Federal Food, Drug, and Cosmetic Act, as amended (the “FDC Act”),
and the regulations promulgated thereunder, and we express no view as to any other
laws, statutes, regulations or ordinances, including without limitation any
foreign, federal or state licensing, tax or securities laws or regulations.


 


Nothing herein shall be construed to cause
us to be considered “experts” within the meaning of Section 11 of the
Securities Act of 1933, as amended.


 


Based upon, subject to and limited by the
foregoing, we are of the opinion that the statements in the Offering Memorandum
under the captions “Risk Factors—Regulatory matters governing our industry
could have a significant negative effect on our business” and
“Business—Regulation—General—Products”, insofar as such statements purport to
summarize applicable provisions of the FDC Act, and the regulations promulgated
thereunder, are accurate summaries in all material respects of the provisions
purported to be summarized under such captions in the Offering Memorandum (the
“Opinion”).


 


During the course of preparation of the
Offering Memorandum, we participated in certain discussions with certain
officers and employees of the Company as to the FDA regulatory matters dealt
with under the captions “Risk Factors—Regulatory matters governing our industry
could have a significant negative effect on our business” and
“Business—Regulation—General—Products” in the Offering Memorandum. While we
have not undertaken to determine independently, and we do not assume any
responsibility for, the accuracy, completeness, or fairness of the statements
under the above-referenced captions in the Offering Memorandum, we may state on
the basis of these discussions and our activities as special regulatory counsel
to the Company in connection with our review of the statements contained in
such captioned sections, that no facts have come to our attention that cause us
to believe that the statements in the Offering Memorandum under such captioned
sections,


 


A-3-2
















 


insofar as such statements relate to FDA
regulatory matters, as of the date of the Offering Memorandum or as of the date
hereof, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


* * * * * 


 


We assume no obligation to advise you of
any changes in the foregoing subsequent to the delivery of this letter. This
letter has been prepared solely for your use in connection with the Closing
under the Purchase Agreement on the date hereof, and should not be quoted in
whole or in part or otherwise be referred to, nor be filed with or furnished to
any governmental agency or other person or entity, without the prior written
consent of this firm.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  HOGAN & HARTSON L.L.P.

  



 


A-3-3
















 


EXHIBIT A-4


 


FORM OF OPINION OF GENERAL COUNSEL
FOR THE COMPANY


 


June    , 2002


 


UBS Warburg LLC


299 Park Avenue


New York, New York 10171


 


Re: Herbalife International, Inc.


 


Ladies and Gentlemen:


 


This opinion is furnished to you pursuant
to Section 8(f)(iv) of the Purchase Agreement, dated as of June 21,
2002, by and among you, WH Acquisition Corp., a Nevada corporation (the
“Issuer”), Herbalife International, Inc., a Nevada corporation (the “Company”)
and the entities listed on the signature pages thereto as guarantors relating
to the sale by the Issuer and the purchase by you, as Initial Purchaser, of
$165,000,000 principal amount of 11 3/4% Senior Subordinated Notes due 2010
(the “Purchase Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to them in the
Purchase Agreement.


 


I am
                                                  ,
of the Company and in such capacity, I have reviewed the Purchase Agreement and
such other matters and documents as I have deemed necessary or relevant as a
basis for this opinion. I am admitted to practice in the State of California.
This opinion is limited to the laws of the State of California, and I express
no opinion as to the laws of any other jurisdiction.


 


Based upon the foregoing, and on the
assumptions herein set forth, and subject to the limitations, qualifications
and exceptions set forth herein, I am of the opinion that:


 


1. 
Except as set forth in the Offering Memorandum, there is (a) no action,
suit or proceeding before or by any court, arbitrator or governmental agency,
body or official, domestic or foreign, now pending or, to my knowledge,
threatened or contemplated, to which the Company or any of its subsidiaries is
or may be a party or to which the business, assets or property of the Company
or any of its subsidiaries is or may be subject, (b) no statute, rule,
regulation or order that has been enacted, adopted or issued, or to my
knowledge, that has been proposed by any governmental body or agency, domestic
or foreign, (c) no injunction, restraining order or order of any nature by a
federal or state court or foreign court of competent jurisdiction to which the
Company or any of its subsidiaries is or may be subject


 


A-4-1
















 


that, in the case of any of clauses (a),
(b) or (c), could reasonably be expected, individually or in the aggregate, (1)
to have a Material Adverse Effect or (2) to interfere with or adversely affect
the consummation of the Transactions, assuming, in the case of clause (a), such
action, suit or proceeding is determined adversely to the Company or any of its
subsidiaries.


 


2. 
None of the Company or any of its subsidiaries is (a) in violation of
its charter, bylaws or other constitutive documents or (b) in default (or, with
notice or lapse of time or both, would be in default) in the performance or
observance of any obligation, agreement, covenant or condition contained in any
of the Agreements and Instruments, or (c) in violation of any law, statute,
rule, regulation, judgment, order or decree of any domestic or foreign court
with jurisdiction over any of them or any of their assets or properties or
other governmental or regulatory authority, agency or other body, that, in the
case of clauses (b) and (c) herein, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 


The opinion rendered herein is based upon
applicable law as stated herein and the state of my knowledge, after due
inquiry, as of the date of this opinion. I do not undertake, and hereby
expressly disclaim, any obligation to inform you of changes in any applicable
law or relevant legal principles of law, or changes in my interpretation of
such law or principles, or the state of my knowledge of the relevant facts
subsequent to the date of this opinion. Please note that I am opining only as
to the matters expressly set forth herein, and no opinion should be inferred as
to any other matters.


 


This opinion is rendered only to you
pursuant to the Purchase Agreement and is solely for your benefit in connection
with the above transaction. This opinion may not be relied upon by any other
person for any other purpose or in any other context, or furnished to, used,
circulated, quoted or referred to, or relied upon by, any person for any
purpose without my prior written consent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-4-2
















 


EXHIBIT A-5


 


FORM OF OPINION OF MARSHALL HILL CASSAS
& DI LIPKAU


 


June    , 2002


 


UBS Warburg LLC


299 Park Avenue


New York, New York 10171


 


Re:                               Purchase
Agreement among WH Acquisition Corp., Herbalife International, Inc., UBS
Warburg LLC and the entities listed on the signature page thereof, dated
   , 2002


 


Ladies and Gentlemen:


 


This office has acted as special Nevada
counsel to WH Acquisition Corp., a Nevada corporation (the “Issuer”) in
connection with the Purchase Agreement among Issuer, UBS Warburg LLC (the
“Initial Purchaser”) and the entities listed on the signature page thereof as
Guarantors, by which Issuer will issue and sell to the Initial Purchaser
$165,000,000 aggregate principal amount of
      % Senior Subordinated Notes due 2010 (the
“Original Notes”). The Original Notes will be issued pursuant to an Indenture
(the “Indenture”), by and among the Issuer, the WH Guarantors (as defined in
the Purchase Agreement) and the Bank of New York as Trustee. The Original Notes
will be offered and sold to the Initial Purchaser pursuant to an exemption from
the registration requirements under the Securities Act of 1933, as amended. The
Issuer, with the assistance of Herbalife, has prepared a Preliminary Offering
Memorandum, dated May 24, 2002 (the “Preliminary Offering Memorandum”) and a
Final Offering Memorandum dated and available for distribution on the date
hereof (the “Final Offering Memorandum”) relating to the Issuer, the Company,
the Guarantors and the Original Notes.


 


In connection with the opinions set forth
in this letter, we have examined copies of the following documents only:


 


(a)                                  The
Articles of Incorporation of Issuer filed with the Nevada Secretary of State on
April 4, 2002;


 


(b)                                 The Bylaws
of the Issuer adopted by the Unanimous Written Consent of the Board of
Directors of the Issuer on June    , 2002;


 


(c)                                  The
Purchase Agreement;


 


(d)                                 The
Indenture;


 


A-5-1
















 


(e)                                  The
Security and Control Agreement among the Issuer as Pledgor, the Bank of New
York as Trustee and as Securities Intermediary dated
June     , 2002 (the “Security and Control
Agreement”);


 


(f)                                    The
Registration Rights Agreement dated as of June     ,
2002 by and among the Issuer, Herbalife and the Guarantors listed on the
signature pages thereto and Initial Purchaser (the “Registration Rights
Agreement”);


 


(g)                                 The Final
Offering Memorandum;


 


(h)                                 Unanimous
Written Consent of the Board of Directors of Issuer dated
June     , 2002 authorizing and approving the Purchase
Agreement, the Final Offering Memorandum and matters related thereto, certified
as a true and correct copy by John Hockin, Secretary of Issuer;


 


(i)                                     Unanimous
Written Consent of the Board of Directors of Issuer dated
June     , 2002 authorizing and approving new bylaws
of Issuer;


 


(j)                                     Certificate
of Good Standing issued by the Nevada Secretary of State for Issuer on
June     , 2002; 


 


(k)                                  Certificate
of Steven E. Rodgers, President and Treasurer of Issuer, a copy of which is
attached hereto (the “Certificate”).


 


Items (c) through (f) described above shall
be hereinafter collectively referred to as the “Note Documents.” The issuance
and sale of the Original Notes (as defined in the Purchase Agreement) and the
placement of the net proceeds in the Secured Proceeds Account (as defined in
the Purchase Agreement) shall be referred to in this letter as the
“Transactions.”


 


In giving the opinions expressed in this
letter, we exclude from the scope of the opinions state securities or “blue
sky” laws and federal law. In reviewing the documents reviewed for this letter,
we have assumed the genuineness of all signatures and the capacity and legal
competency of all individuals, the authenticity and completeness of all
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, the due execution and
delivery by any person or entity of all documents where due execution and
delivery is a prerequisite to the effectiveness of such documents, the
authority of the person or persons who executed each of the documents on behalf
of any person or entity other than an officer of Issuer, and the correctness
and accuracy of the Issuer’s representations and warranties contained in the
Purchase Agreement and the statements in the Certificate. We have made no
attempt to investigate or verify the accuracy and completeness of any document
submitted to us upon which we have relied in giving our opinions expressed
below.


 


We have assumed that the Articles of
Incorporation described at item (a) above are the only charter documents of
Issuer on file with the Nevada Secretary of State and that the Bylaws described
at item (b) above are the currently-effective Bylaws of the Issuer.


 


A-5-2
















 


Attorneys involved in the preparation of
this opinion are admitted to practice in the State of Nevada, and we do not
express any opinion as to the laws of any jurisdiction other than the laws of
the State of Nevada.


 


Based upon and subject to the foregoing, we
are of the opinion that, under Nevada law:


 


1.               The Issuer
(a) is a corporation duly organized and validly existing and in good standing
under the laws of the State of Nevada, and (b) has all requisite corporate or
other power and authority, and has all Nevada governmental licenses,
authorizations, consents and approvals necessary to own its property and carry
on its business as described in the Certificate;


 


2.               The Issuer
has all requisite corporate power and authority to execute, deliver and perform
all of its obligations under the Note Documents to which it is a party and to
consummate the Transactions and, without limitation, the Issuer has all
requisite corporate power and authority to issue, sell and deliver and perform
its obligations under the Notes;


 


3.               All of the
outstanding shares of capital stock of the Issuer (as described in the
Certificate) have been duly authorized and validly issued and are fully paid,
non-assessable and not subject to any preemptive or similar rights;


 


4.               The
Original Notes have been duly authorized and, when executed by the Authorized
Officers as provided in the Resolutions, will be duly executed;


 


5.               The
Indenture has been duly authorized and, when executed by the Authorized
Officers as provided in the Resolutions, will be duly executed;


 


6.               The
Purchase Agreement has been duly authorized and, when executed by the
Authorized Officers as provided in the Resolutions, will be duly executed;


 


7.               The
Registration Rights Agreement has been duly authorized and, when executed by
the Authorized Officers as provided in the Resolutions, will be duly executed;


 


8.               The
execution, delivery and performance of the Purchase Agreement and the other
Note Documents to which it is a party by the Issuer, the compliance by the
Issuer with all provisions thereof, as applicable, and the consummation of the
transactions contemplated thereby, as applicable, will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
Nevada court or governmental body or agency (except as such as may be required
under the securities or Blue Sky laws of Nevada), or (ii) in the case of the
Issuer, conflict with our


 


A-5-3
















 


constitute a breach of any of the terms or
provisions of, or a default under, the charter or bylaws or other
organizational documents of the Issuer.


 


This opinion is being furnished only to you
and is solely for your benefit and is not to be used, circulated, quoted,
relied upon or otherwise referred to by any other party or entity. All of the
opinions expressed herein are based upon the pertinent facts and laws in
existence as of the date hereof. We expressly disclaim any obligation to advise
you of changes to pertinent laws or facts that may hereafter come to our
attention.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MARSHALL HILL CASSAS & de LIPKAU

  



 


A-5-4
















 


EXHIBIT A-6


 


FORM OF OPINION OF SCHRECK BRIGNONE
GODFREY


 


The opinion of Schreck Brignone Godfrey,
special Nevada counsel for the Company (capitalized terms not otherwise defined
herein shall have the meanings provided in the Purchase Agreement, to which
this is an Exhibit), to be delivered pursuant to Section 8(f) of the
Purchase Agreement shall be to the effect that:


 


(i)                                     the Company
is a corporation duly organized and validly existing and in good standing under
the laws of the jurisdiction of the State of Nevada, and has all requisite
corporate power and authority to own its property and carry on its business as
now being conducted as described in the Offering Memorandum;


 


(ii)                                  the Company
has all requisite corporate power and authority to execute, deliver and perform
its obligations under the Note Documents to which it is a party and to
consummate the Transactions and, without limitation, the Company has all
requisite corporate power and authority to issue, sell and deliver and perform
its obligations under the Notes;


 


(iii)                               the Company
has authorized capital stock of
                             
and such capital stock is not subject to any statutory preemptive or, to our
knowledge, similar rights;


 


(iv)                              the
Purchase Agreement has been duly authorized, executed and delivered by the
Company;


 


(v)                                 the
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company;


 


(vi)                              the
execution, delivery and performance of the Purchase Agreement and the other
Note Documents to which it is a party by the Company, the compliance by the
Company with all provisions thereof, as applicable, and the consummation of the
transactions contemplated thereby, as applicable, will not (i) require any
consent, approval, authorization or other order of, or qualification with, to
our knowledge, any Nevada court, or any Nevada governmental body or agency
(except as such as may be required under the securities or Blue Sky laws of
Nevada (as to which we express no opinion)), or (ii) constitute a breach of any
of the terms or provisions of, or a default under, the articles of
incorporation or by-laws of the Company.


 


A-6-1
















 


EXHIBIT A-7


 


FORM OF OPINION OF MAPLES AND CALDER


 


June    , 2002


 


To:                              The
addressees named in the Schedule


 


Dear Sirs


 


WH Intermediate Holdings Ltd. (THE
“COMPANY”)


 


We have acted as counsel as to Cayman
Islands law to the Company in connection with its incorporation and the issue of
a guarantee by the Company pursuant to the Indenture (as defined below) in
respect of the obligations of WH Acquisition Corp. (the “ISSUER”) of up to
US$165,000,000 aggregate principal amount of 11 3/4% Senior Subordinated Notes
due 2010 denominated in US dollars (the “SECURITIES”).


 


1                                          DOCUMENTS
REVIEWED


 


We have reviewed originals, copies, drafts
or conformed copies of the following documents:


 


1.1                                 the
Certificate of Incorporation and Memorandum and Articles of Association of the
Company as registered or adopted on 23rd May, 2002;


 


1.2                                 the written
resolutions dated June     , 2002 and the corporate
records of the Company maintained at its registered office in the Cayman
Islands;


 


1.3                                 a
Certificate of Good Standing issued by the Registrar of Companies (the
“CERTIFICATE OF GOOD STANDING”);


 


1.4                                 a
certificate from a Director of the Company a copy of which is annexed hereto
(the “DIRECTOR’S CERTIFICATE”);


 


1.5                                 the
Indenture dated as of       June, 2002 between the
Issuer, The Bank of New York as Trustee and the Company, WH Luxembourg Holdings
SARL, WH Luxembourg Intermediate Holdings SARL and WH Luxembourg CM SARL as
Guarantors in respect of the Securities (the “INDENTURE”);


 


1.6                                 the
Registration Rights Agreement dated as of       June,
2002 between the Issuer, Herbalife International, Inc., UBS Warburg LLC as
Initial Purchaser, the Company and the other Guarantors named therein;


 


A-7-1
















 


1.7                                 the
Purchase Agreement dated as of 21st June, 2002 between the Issuer, Herbalife
International, Inc., the Company and the other Guarantors named therein; and


 


1.8                                 the form of
Guarantee set forth in Exhibit A to the Indenture.


 


The documents referred to in paragraphs 1.5
to 1.8 above are collectively referred to as the “TRANSACTION DOCUMENTS”.


 


2                                          ASSUMPTIONS


 


The following opinion is given only as to,
and based on, circumstances and matters of fact existing and known to us on the
date of this opinion. This opinion only relates to the laws of the Cayman
Islands which are in force on the date of this opinion. In giving this opinion
we have relied (without further verification) upon the completeness and
accuracy of the Director’s Certificate and the Certificate of Good Standing. We
have also relied upon the following assumptions, which we have not
independently verified:


 


2.1                                 the
Transaction Documents have been or will be authorised and duly executed and
delivered by or on behalf of all relevant parties (other than the Company as a
matter of Cayman Islands law) in accordance with all relevant laws (other than
the laws of the Cayman Islands);


 


2.2                                 the
Transaction Documents are, or will be, legal, valid, binding and enforceable
against all relevant parties in accordance with their terms under the laws of
the State of New York and all other relevant laws (other than the laws of the
Cayman Islands);


 


2.3                                 the choice
of the laws of the State of New York as the governing law of the Transaction
Documents has been made in good faith and would be regarded as a valid and
binding selection which will be upheld by the courts of the State of New York
as a matter of the laws of the State of New York and all other relevant laws
(other than the laws of the Cayman Islands);


 


2.4                                 copy
documents, conformed copies or drafts of documents provided to us are true and
complete copies of, or in the final forms of, the originals;


 


2.5                                 all
signatures, initials and seals are genuine;


 


2.6                                 the power,
authority and legal right of all parties under all relevant laws and
regulations (other than the laws of the Cayman Islands) to enter into, execute,
deliver and perform their respective obligations under the Transaction
Documents; and


 


A-7-2
















 


2.7                                 there is
nothing under any law (other than the law of the Cayman Islands) which would or
might affect the opinions hereinafter appearing. Specifically, we have made no
independent investigation of the laws of the State of New York.


 


3                                          OPINIONS


 


Based upon, and subject to, the foregoing
assumptions and the qualifications set out below, and having regard to such
legal considerations as we deem relevant, we are of the opinion that:


 


3.1                                 The Company
has been duly incorporated as an exempted company with limited liability and is
validly existing and in good standing under the laws of the Cayman Islands.


 


3.2                                 The Company
has full power and authority under its Memorandum and Articles of Association
to enter into, execute and perform its obligations under the Transaction
Documents.


 


3.3                                 The
execution and delivery of the Transaction Documents and the performance by the
Company of its obligations thereunder do not conflict with or result in a
breach of any of the terms or provisions of the Memorandum and Articles of
Association of the Company or any law, public rule or regulation applicable to
the Company in the Cayman Islands currently in force.


 


3.4                                 The
execution, delivery and performance of the Transaction Documents has been
authorised by and on behalf of the Company and, assuming the Transaction
Documents have been executed and delivered by a director of the Company, the
Transaction Documents have been duly executed and delivered on behalf of the
Company and constitute the legal, valid and binding obligations of the Company
enforceable in accordance with their terms.


 


3.5                                 No
authorisations, consents, approvals, licenses, validations or exemptions are
required by law from any governmental authorities or agencies or other official
bodies in the Cayman Islands in connection with:


 


3.5.1                        the
execution, creation or delivery of the Transaction Documents;


 


3.5.2                        subject to
the payment of the appropriate stamp duty, enforcement of the Transaction
Documents; or


 


3.5.3                        the
performance by the Company of its obligations under any of the Transaction
Documents.


 


A-7-3
















 


3.6                                 No taxes,
fees or charges (other than stamp duty) are payable (either by direct
assessment or withholding) to the government or other taxing authority in the
Cayman Islands under the laws of the Cayman Islands in respect of:


 


3.6.1                        the execution
or delivery of the Transaction Documents;


 


3.6.2                        the
enforcement of the Transaction Documents;


 


3.6.3                        payments
made under, or pursuant to, the Transaction Documents.


 


The Cayman Islands currently have no
form of income, corporate or capital gains tax and no estate duty, inheritance
tax or gift tax.


 


3.7                                 The courts
of the Cayman Islands will observe and give effect to the choice of the laws of
the State of New York as the governing law of the Transaction Documents.


 


3.8                                 Based
solely on our inspection of the Register of Writs and Other Originating process
in the Grand Court of the Cayman Islands from the date of incorporation of the
Company there were no actions or petitions pending against the Company in the
courts of the Cayman Islands as at close of business in the Cayman Islands on
{date on or before day opinion issued}.


 


3.9                                 Although
there is no statutory enforcement in the Cayman Islands of judgments obtained
in the State of New York, the courts of the Cayman Islands will recognise a
foreign judgment as the basis for a claim at common law in the Cayman Islands
provided such judgment:


 


3.9.1                        is given by
a competent foreign court;


 


3.9.2                        imposes on
the judgment debtor a liability to pay a liquidated sum for which the judgment
has been given;


 


3.9.3                        is final;


 


3.9.4                        is not in
respect of taxes, a fine or a penalty; and


 


3.9.5                        was not
obtained in a manner and is not of a kind the enforcement of which is contrary
to the public policy of the Cayman Islands.


 


3.10                           It is not
necessary to ensure the legality, validity, enforceability or admissibility in
evidence of the Transaction Documents that any document be filed, recorded or


 


A-7-4
















 


enrolled with any governmental authority or
agency or any official body in the Cayman Islands.


 


4                                          QUALIFICATIONS


 


The opinions expressed above are subject to
the following qualifications:


 


4.1                                 The term
“ENFORCEABLE” as used above means that the obligations assumed by the Company
under the Transaction Documents are of a type which the courts of the Cayman
Islands will enforce. It does not mean that those obligations will necessarily
be enforced in all circumstances in accordance with their terms. In particular:


 


4.1.1                        enforcement
may be limited by bankruptcy, insolvency, liquidation, reorganisation,
readjustment of debts or moratorium or other laws of general application
relating to or affecting the rights of creditors;


 


4.1.2                        enforcement
may be limited by general principles of equity. For example, equitable remedies
such as specific performance may not be available, inter alia, where damages
are considered to be an adequate remedy; 


 


4.1.3                        some claims
may become barred under the statutes of limitation or may be or become subject
to defenses of set-off, counterclaim, estoppel and similar defenses;


 


4.1.4                        where
obligations are to be performed in a jurisdiction outside the Cayman Islands,
they may not be enforceable in the Cayman Islands to the extent that
performance would be illegal under the laws of that jurisdiction;


 


4.1.5                        the Cayman Islands
court has jurisdiction to give judgment in the currency of the relevant
obligation and statutory rates of interest payable upon judgments will vary
according to the currency of the judgment. If the Company becomes insolvent and
is made subject to a liquidation proceeding, the Cayman Islands court will
require all debts to be proved in a common currency, which is likely to be the
“functional currency” of the Company determined in accordance with applicable
accounting principles. Currency indemnity provisions have not been tested, so
far as we are aware, in the courts of the Cayman Islands; and


 


4.1.6                        obligations
to make payments that may be regarded as penalties will not be enforceable.


 


4.2                                 Cayman
Islands stamp duty may be payable if the original Transaction Documents are
brought to or executed in the Cayman Islands.


 


A-7-5
















 


4.3                                 To maintain
the Company in good standing under the laws of the Cayman Islands, annual
filing fees must be paid and returns made to the Registrar of Companies.


 


4.4                                 The
obligations of the Company may be subject to restrictions pursuant to United
Nations sanctions as implemented under the laws of the Cayman Islands.


 


4.5                                 A
certificate, determination, calculation or designation of any party to the
Transaction Documents as to any matter provided therein might be held by a
Cayman Islands court not to be conclusive final and binding if, for example, it
could be shown to have an unreasonable or arbitrary basis, or in the event of
manifest error.


 


4.6                                 In
principle a Cayman Islands court will award costs and disbursements in
litigation in accordance with the relevant contractual provisions but there
remains some uncertainty as to the way in which the rules of the Grand Court
will be applied in practice. Whilst it is clear that costs incurred prior to
judgment can be recovered in accordance with the contract, it is likely that
post-judgment costs (to the extent recoverable at all) will be subject to
taxation in accordance with Grand Court Rules Order 62.


 


4.7                                 We reserve
our opinion as to the extent to which a Cayman Islands court would, in the
event of any relevant illegality, sever the offending provisions and enforce
the remainder of the transaction of which such provisions form a part, notwithstanding
any express provisions in this regard.


 


4.8                                 We make no
comment with regard to the references to foreign statutes in the Transaction
Documents.


 


We express no view as to the commercial
terms of the Transaction Documents or whether such terms represent the
intentions of the parties and make no comment with regard to the
representations which may be made by the Company.


 


This opinion is given as of the date shown
and may not be relied upon as of any later date. This opinion may be relied
upon by the addressees only. It may not be relied upon by any other person
except with our prior written consent.


 


Yours faithfully,


 


 


MAPLES and CALDER


 


 


SCHEDULE


 


A-7-6
















 


WH Intermediate Holdings Ltd.


P.O. Box 309GT, Ugland House,


South Church Street, George Town


Grand Cayman, Cayman Islands


 


UBS Warburg LLC


299 Park Avenue


New York, New York 10171


 


The Bank of New York


{address}


 


A-7-7
















 


EXHIBIT A-8


 


FORM OF OPINION OF BONN SCHMITT
STIECHEN


 


	
   

  	
  UBS WARBURG LLC

  
	
   

  	
  299, Park Avenue

  
	
   

  	
  NEW-YORK, NEW-YORK 10171

  
	
   

  	
  UNITED STATES OF AMERICA

  
	
   

  	
   

  
	
   

  	
  Luxembourg,
  June     , 2002

  



 


WH LUXEMBOURG HOLDINGS S.A.R.L.


WH LUXEMBOURG INTERMEDIATE HOLDINGS
S.A.R.L.


WH LUXEMBOURG CM S.A.R.L.


 


(HEREINAFTER REFERRED TO AS THE “WH
GUARANTORS”)


 


Dear Sirs,


 


We have acted as Luxembourg counsel in
connection with:


 


•                                          an
indenture dated June     , 2002 (hereinafter referred
to as the “Indenture”) between WH ACQUISITION CORP., a Nevada corporation, WH
INTERMEDIATE HOLDINGS LIMITED, a Cayman Islands corporation, the WH Guarantors
and the BANK OF NEW-YORK as trustee;


 


•                                          a
registration rights agreement dated June     , 2002
(hereinafter referred to as the “Registration Rights Agreement”) between WH
ACQUISITION CORP., a Nevada corporation, the WH Guarantors and UBS WARBURG LLC;
and


 


•                                          a purchase
agreement dated June     , 2002 (hereinafter referred
to as the “Purchase Agreement”) between WH ACQUISITION CORP., a Nevada
corporation, HERBALIFE INTERNATIONAL, INC., a Nevada corporation, and the
entities listed on the signature pages of the Agreement as guarantors,
including the WH Guarantors.


 


We have examined copies of the Indenture,
the Registration Rights Agreement and the Purchase Agreement and such other
documents as we have considered necessary.


 


A-8-1
















 


We have not made any investigation of, and
do not purport to express any opinion on, the law of any jurisdiction other
than Luxembourg.


 


We have assumed:


 


(i)                                     the
capacity, power and authority of each of the parties (other than the WH
Guarantors) to execute and deliver the Indenture, the Registration Rights
Agreement and the Purchase Agreement (together the “DOCUMENTS”);


 


(ii)                                  that the
execution copies of the Documents correspond in substance to the drafts that
were submitted to us;


 


(iii)                               the due
execution of the Documents by each of the parties (other than the WH
Guarantors);


 


(iv)                              the due
delivery of the Documents by each of the parties (other than the WH Guarantors);


 


 (v)                              the
conformity to original documents of all copy documents examined by us; and


 


(vi)                              the
validity of the Documents and all other documents related to this transaction
under their governing laws (other than the laws of Luxembourg) and the laws
governing the parties thereto (other than the WH Guarantors).


 


Capitalised terms used herein but not
otherwise defined shall have the meanings given to them in the Documents.


 


Based upon and subject to the foregoing, we
are of the following opinion:


 


1.  The
WH Guarantors are corporations (societes a responsabilite limitee) duly
organised and validly existing for an unlimited duration under the laws of
Luxembourg and have the corporate capacity, power and authority to enter into
the Documents and to carry out the transactions on the part of the WH
Guarantors thereby contemplated. The WH Guarantors have not been declared
bankrupt and, to the best of our knowledge, no steps have been taken for their
winding up.


 


2. 
The entry into and the execution, delivery and performance of the
Documents has been duly authorised on behalf of each of the WH Guarantors.


 


3. 
The Documents have been duly executed and delivered and the obligations
of the WH Guarantors contained in the Documents constitute valid and legally
binding


 


A-8-2
















 


obligations of the WH Guarantors
enforceable against the WH Guarantors in accordance with their terms by the
courts of Luxembourg.


 


4. 
None of the WH Guarantors is in violation of its constitutional
documents.


 


5. 
The execution or delivery of the Documents or performance of any of the
WH Guarantors’ obligations under the Documents does not infringe or is not
inconsistent with or a breach of or default under, any provision of the
constitutional documents of any of the WH Guarantors or any Luxembourg law or
regulation by which the WH Guarantors are bound and nothing in Luxembourg law
or public policy will prevent the Documents from being enforced in the
Luxembourg courts.


 


6. 
Subject to the provisions of qualification (o), it is not necessary or
advisable in order to ensure the legality, validity, enforceability or
admissibility in evidence of any of the Documents that it or any other document
be notarised or subject to any other formality or be filed, recorded,
registered or enrolled with any court or authority in Luxembourg or that any
other action be taken in relation to the same or any of them.


 


7. 
There is no withholding or other tax or duty imposed by any law, rule or
regulation in Luxembourg on any payment to be made by the WH Guarantors under
any of the Documents, save that payments made pursuant to the Documents may
constitute taxable income in the hands of recipients resident in Luxembourg
and/or recipients not resident in Luxembourg but having a permanent
establishment or a permanent representative in Luxembourg to which or to whom
the Documents are attributable.


 


8. 
If a Luxembourg court were to accept jurisdiction in any legal suit,
action or proceeding arising out of or in connection with the Documents, it
would accept, and give effect to, the choice of law provisions of the
Documents.


 


The opinions expressed herein are subject
to the following qualifications:


 


(a) 
the obligations of the parties under the Documents may be limited by the
general principles of bankruptcy, insolvency, liquidation, reorganisation,
reconstruction or other laws affecting the enforcement of creditors’ rights
generally (hereafter the “INSOLVENCY LAWS”, and the relevant proceedings being
referred to collectively as the “INSOLVENCY PROCEEDINGS”), and, in particular,
in relation to the WH Guarantors:


 


•                                          during a
gestion controlee (controlled management) procedure under the Grand-Ducal
Decree dated May 24, 1935 on the procedure of gestion controlee, the rights of
secured creditors are frozen until a final decision has been taken by the court
as to the petition for controlled management;


 


A-8-3
















 


•                                          the
obligations of the WH Guarantors under the Documents may be affected and, after
their performance, subject to annulment by a court on the basis of
Article 445 of the Luxembourg Code of Commerce, if the Documents have been
entered into during the suspect period (“periode suspecte”), such period being
determined by the court in the judgement opening the insolvency proceedings,
and preceding the date of such judgement by a maximum of 6 months and 10 days,
and if the Documents constitute or contain, or the performance of such
obligations thereunder would constitute (i) a contract for the transfer of
movable or immovable property done without consideration, or a contract or
transaction done with notably insufficient consideration for the insolvent
party, or (ii) a payment, whether in cash or by transfer, assignment, sale,
set-off or otherwise for debts not yet due, or a payment other than in cash or
bills of exchange for debts due, or (iii) a contractual or judiciary mortgage,
pledge, or charge on the debtor’s assets for previously contracted debts;


 


•                                          the
obligations of the WH Guarantors under the Documents may be affected and after
their performance, subject to annulment by a court on the basis of
Article 446 of the Luxembourg Code of Commerce, if the Documents
constitute or contain, or the performance of such obligations thereunder would
constitute a payment for due debts or an onerous act done by the WH Guarantors
after the stoppage of payments (such date as determined by the court) and prior
to the judgement opening insolvency proceedings, if the counter-party that has
received from or dealt with the WH Guarantors had knowledge of the stoppage of
payments;


 


•                                          regardless
of the date of execution and performance, the Documents may be declared null
and void in relation to the WH Guarantors, if they have been entered into with
the fraudulent intent of the parties thereto to deprive other creditors of the
insolvent party of their rights (Article 448 of the Code of Commerce);


 


•                                          the
obligations of the WH Guarantors may be affected or limited by the rights of
the receiver liquidator or other court official appointed in the Insolvency
Proceedings to selectively perform contracts profitable to the insolvent
party’s estate and renounce to the performance of contracts which are not
profitable to the insolvent party’s estate (“cherry-picking”), where such
contracts have not been terminated automatically by the opening of the
insolvency proceedings on the basis of an express contractual provision, or by
operation of law;


 


A-8-4
















 


(b) 
by application of article 203 of the Luxembourg Code on Commercial
Companies a company not respecting any provision of Luxembourg criminal law or
Luxembourg Law on Commercial Companies (especially but not limited to the
obligations to lodge with the Register and publish the annual accounts) may be
put into judicial liquidation upon the application of the Public Prosecutor;


 


(c) the rights and obligations of the
parties under the Documents may be limited by general principles of criminal
law, including but not limited to criminal freezing orders;


 


(d) 
whilst, in the event of any proceedings being brought in a Luxembourg
court in respect of a monetary obligation expressed to be payable in a currency
other than Euro, a Luxembourg court would have power to give judgement expressed
as an order to pay a currency other than Euro, enforcement of the judgement
against the WH Guarantors in Luxembourg would be available only in Euro and for
such purposes all claims or debts would be converted into Euro;


 


(e) 
a Luxembourg court may stay proceedings if concurrent proceedings are
being brought elsewhere;


 


(f) 
the expression valid and binding in paragraph 3 above means that the
obligations expressed to be assumed under the Documents are of a type which the
Luxembourg courts would treat as valid and binding. It does not mean that these
obligations will necessarily be enforced in all circumstances in accordance
with their terms, as to which reference is made to the other qualifications
expressed in this opinion and to the fact that a remedy such as specific
performance or the issue of an injunction or a remedy such as termination for
breach of contract are discretionary. In particular, notwithstanding any
agreement purporting to confer the availability of any remedy, such remedy may
not be available where damages instead of specific performance or specific
performance instead of termination for breach of contract are considered by the
court to be an adequate alternative remedy;


 


(g) 
a contractual provision conferring or imposing a remedy, an obligation
or penalty consequent upon default may not be fully enforceable if it were
construed by a Luxembourg court as constituting an excessive pecuniary remedy;


 


(h) 
a Luxembourg court may refuse to give effect to a purported contractual
obligation to pay costs imposed upon another party in respect of the costs of
any unsuccessful litigation brought against that party before a Luxembourg
court and a Luxembourg court may not award by way of costs all of the
expenditure incurred by a successful litigant in proceeding brought before such
court;


 


(i) 
with respect to provisions under which determination of circumstances or
certification by any party is stated or implied to be conclusive and binding
upon the WH


 


A-8-5
















 


Guarantors, a Luxembourg court would be
authorised to examine whether such determination occurred in good faith;


 


(j) 
claims may become barred under the statute of limitations or may be or
become subject to defences of set-off or counterclaim. As a principle, in
commercial matters, claims are barred at the end of ten years and claims
relating to interests at the end of five years;


 


(k) 
the Luxembourg courts would not apply a chosen foreign law if the choice
was not made bona fide and/or if:


 


•                  the foreign
law was not pleaded and proved; or


 


•                  if pleaded
and proved, such foreign law would be contrary to the mandatory rules of
Luxembourg law or manifestly incompatible with Luxembourg international public
policy or public order;


 


(l) 
a Luxembourg court may refuse to apply the chosen governing law:


 


•                  if all
elements of the matter are localised in a country other than the jurisdiction
of the chosen governing law in which case it may apply the imperative laws of
that jurisdiction; or


 


•                  if the agreement
has a strong connection to another jurisdiction and certain laws of that
jurisdiction are applicable regardless of the chosen governing law (“lois de
police”), in which case it may apply those laws; or


 


•                  if a party
is subject to insolvency proceedings, in which case it apply the insolvency
laws of the jurisdiction in which such insolvency proceedings have been
regularly opened to the effects of such insolvency;


 


(m) 
notwithstanding the jurisdiction clause contained in the Documents,
Luxembourg courts would have in principle jurisdiction for any conservatory or
provisional action in connection with assets located in Luxembourg and such
action would most likely be governed by Luxembourg law;


 


7. 
the admissibility as evidence of the Documents before a Luxembourg court
or Public Authority to which the Documents are produced may require that the
Documents be accompanied by a complete or partial translation in the French or
German language;


 


8. 
although such orders are rarely made in practice, Luxembourg courts may
require the prior registration of the Documents, or any other document if they
were to be


 


A-8-6
















 


produced in a Luxembourg court action, in
which case a registration duty would become payable;


 


9. 
no opinion is given as to whether the performance of the Documents would
cause any borrowing limits, debt/equity ratios, prudential, regulatory or other
applicable ratios or borrowing limits to be exceeded or as to the consequences
thereof;


 


10. 
other than as referred to in paragraph 6, no opinion is expressed on any
tax consequences of the transactions considered;


 


11. 
no opinion is expressed or implied in relation to the accuracy of any
representation or warranty given by or concerning any of the parties to the
Documents or whether such parties or any of them have complied with or will
comply with any covenant or undertaking given by them or the terms and
conditions of any obligations binding upon them;


 


12. 
a severability clause may be ineffective if a Luxembourg court considers
that the illegal, invalid or unenforceable clause was a substantive or material
clause;


 


13. 
as regards the enforcement in Luxembourg of a civil or commercial
judgement delivered in a court of a state different from the Signatory States
of the Brussels or the Lugano Convention which is expressed to have
jurisdiction in the Documents (the “Court”), such enforcement would make it
necessary to commence recognition and enforcement proceedings before the
Luxembourg courts and, in this respect, (i) the enforceable nature of such
judgement, (ii) the international jurisdiction of the Court in light of the
Luxembourg applicable rules, (iii) the jurisdiction of the Court in light of
its own domestic applicable rules, (iv) the application of the appropriate law
as determined by the Luxembourg rules of conflict of laws, (v) the compliance
with the rules of procedure as determined by the law applicable to the Court
and (vi) the compliance of such judgement with Luxembourg public order (“ordre
public”) would be examined;


 


14. 
a company which has been incorporated, but whose articles of
incorporation have not yet been published in the Memorial C will not be
entitled to start any legal proceedings as plaintiff until such publication has
been made;


 


15. 
we express no opinion as regards the enforceability of any security
interest (including any guarantee) in the Documents in case the security
interest was called in an abusive manner.


 


This opinion is given to you for use in
connection with the entry into of Documents. It may not be relied upon by any
other person or used for any other purpose and neither its contents nor its
existence may be disclosed without our written consent, save that its delivery
may be referred to as a condition of the closing and it may be disclosed to
(but may not be relied upon by) your legal advisors.


 


A-8-7
















 


This opinion is governed by Luxembourg law
and Luxembourg courts shall have exclusive jurisdiction thereon.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BONN SCHMITT STEICHEN

  



 


A-8-8
















 


EXHIBIT A-9


 


FORM OF OPINION OF CHADBOURNE &
PARKE LLP


 


The opinion of Chadbourne & Parke LLP,
special counsel to Whitney V., L.P. (the “SPONSOR”) and Whitney Equity Partners
V, LLC (the “GENERAL PARTNER”) with regard to the Whitney Support Agreement
(capitalized terms not otherwise defined herein shall have the meanings
provided in the Purchase Agreement, to which this is an Exhibit), to be
delivered pursuant to Section 8(f) of the Purchase Agreement shall be to
the effect that:


 


(vii)                           The Sponsor
is a limited partnership duly formed, validly existing and in good standing
under the Delaware Revised Uniform Limited Partnership Act, as amended (the
“Partnership Act”), and has all partnership power and authority under the
Partnership Act and its limited partnership agreement required to carry on its
business as now conducted;


 


(viii)                        The General
Partner is a limited liability company duly formed, validly existing and in
good standing under the Delaware Limited Liability Company Act, as amended, and
has all company and partnership power and authority to act as the general
partner of the Sponsor and to enter into the Whitney Support Agreement on
behalf of the Sponsor;


 


(ix)                                The General
Partner has duly take or caused to be taken all necessary company and
partnership action to authorize the execution and delivery of the Whitney
Support Agreement on behalf of the Sponsor.


 


(x)                                   The Sponsor
has the partnership power and authority to enter into the Whitney Support
Agreement and to perform its obligations thereunder and has, by proper
partnership action, duly authorized the execution and delivery of the Whitney
Support Agreement and the performance of its obligations thereunder.


 


(xi)                                The Whitney
Support Agreement has been duly executed and delivered by the Sponsor.


 


(xii)                             The Whitney
Support Agreement constitutes a legal, valid and binding obligation of the
Sponsor, enforceable against the Sponsor in accordance with its terms.


 


(xiii)                          The
execution and deliver of the Whitney Support Agreement by the Sponsor and the
performance of the obligations thereunder will not violate, represent a breach
of or constitute a default under any provision of the certificate of limited
partnership or the limited partnership agreement of the Sponsor.


 


A-9-1
















 


EXHIBIT A-10


 


FORM OF OPINION OF KIRKLAND &
ELLIS


 


The opinion of Kirkland & Ellis,
special counsel to Golden Gate Capital Management, L.L.C. (the “GENERAL
PARTNER”), as general partner of CCG Investments (BVI), L.P. (the “Fund”) with
regard to the Golden Gate Support Agreement (capitalized terms not otherwise
defined herein shall have the meanings provided in the Purchase Agreement, to which
this is an Exhibit), to be delivered pursuant to Section 8(f) of the
Purchase Agreement shall be to the effect that:


 


(i)                                     The General
Partner is a limited liability company duly formed, validly existing and in
good standing under the Delaware Limited Liability Company Act.


 


(ii)                                  The General
Partner, in its capacity as general partner of the Fund, has all limited
liability company power to enter into the Golden Gate Support Agreement on
behalf of the Fund.


 


(iii                                   The General
Partner’s Board of managers have, by unanimous written resolution, authorized
the General Partner’s execution and delivery of the Golden Gate Support
Agreement on behalf of the Fund.


 


A-10-1
















 


FORM OF OPINION OF HARNEY WESTWOOD
& RIEGELS


 


The opinion of Harney Westwood &
Riegels, special counsel to CCG Investments (BVI) L.P. (the “SPONSOR”) with
regard to the Golden Gate Support Agreement (capitalized terms not otherwise
defined herein shall have the meanings provided in the Purchase Agreement, to
which this is an Exhibit), to be delivered pursuant to Section 8(f) of the
Purchase Agreement shall be to the effect that:


 


(xiv)                         The Sponsor
is a limited partnership duly formed, validly existing and in good standing
under the Partnership Act, 1996, as amended (the “Partnership Act”) and has all
partnership power and authority under the Partnership Act the Articles required
to carry on its business in accordance therewith;


 


(xv)                            The Sponsor
has the partnership power and authority to enter into the Golden Gate Support
Agreement and to perform its obligations thereunder and has, by proper
partnership action, duly authorized the execution and delivery of the Golden
Gate Support Agreement and the performance of its obligations thereunder.


 


(xvi)                         The Golden
Gate Support Agreement has been duly executed and delivered by the Sponsor.


 


(xvii)                      The Golden
Gate Support Agreement constitutes a legal, valid and binding obligation of the
Sponsor, enforceable against the Sponsor in accordance with its terms.


 


(xviii)                   The
execution and deliver of the Golden Gate Support Agreement by the Sponsor and
the performance of the obligations thereunder will not violate, represent a
breach of or constitute a default under any provision of the Certificate of
Limited Partnership or the Articles.


 


(xix)                           It is not
necessary under the laws of the British Virgin Islands (a) in order to enable
you to enforce your rights under the Golden Gate Support Agreement or (b) by
reason of the execution, delivery or performance of the Golden Gate Support
Agreement, that you be licensed, qualified or entitled to carry on business in
the Business Virgin Islands and you are not and will not be resident,
domiciled, carrying on business or subject to taxation in the British Virgin
Islands by reason only of the execution, delivery, performance or enforcement
of the Golden Gate Support Agreement.


 


A-11-1
















 


EXHIBIT B


 


WH ACQUISITION CORP.


 


$165,000,000 11 3/4% SENIOR
SUBORDINATED NOTES DUE 2010


 


JOINDER TO THE PURCHASE AGREEMENT


 


	
                         ,
  2002

  
	
  New York, New York

  



 


UBS WARBURG LLC


299 Park Avenue


New York, New York  10171


 


Ladies and Gentlemen:


 


Reference is made to the Purchase Agreement
(the “PURCHASE AGREEMENT”) dated June 21, 2002, among WH Acquisition
Corp., a Nevada corporation (the “ISSUER”), Herbalife International, Inc., a
Nevada corporation (the “COMPANY”) and UBS Warburg LLC, (the “INITIAL
PURCHASER”), concerning the purchase of the Notes from the Issuer by the
Initial Purchaser. Capitalized terms used herein but not defined herein shall
have the meanings assigned to such terms in the Purchase Agreement. This is the
agreement referred to in Section 17 of the Purchase Agreement.


 


The Issuer and each of the Herbalife
Guarantors listed on Schedule I hereto agree that this letter agreement is
being executed and delivered in connection with the issue and sale of the Notes
pursuant to the Purchase Agreement and to induce the Initial Purchase to
purchase the Notes thereunder and is being executed concurrently with the
consummation of the Merger.


 


1. 
Joinder. Each of the parties hereto hereby agrees to become bound by the
terms, conditions and other provisions of the Purchase Agreement with all
attendant rights, duties and obligations stated therein, with the same force
and effect as if originally named as a Guarantor therein and as if such party
executed the Purchase Agreement on the date thereof.


 


2. 
Representations, Warranties and Agreements of the Guarantors. Each of
the Guarantors represent and warrant to, and agree with, the Initial Purchaser
on and as of the date hereof that:


 


B-1
















 


 


(a) 
such Guarantor has all requisite power and authority (corporate or
otherwise) to execute and deliver this letter agreement and all requisite power
and authority (corporate or otherwise) required to be taken for the due and
proper authorization, execution, delivery and performance of this letter
agreement and the consummation of the transactions contemplated hereby has been
duly and validly taken; this letter agreement has been duly authorized,
executed and delivered by such Guarantor.


 


(b) 
the representations, warranties and agreements of such Guarantor set
forth in Section 5 of the Purchase Agreement are true and correct on and
as of the date hereof.


 


3. 
Governing Law. This letter agreement shall be governed by and construed
in accordance with the laws of the State of New York.


 


4. 
Counterparts. This letter agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.


 


5. 
Amendments. No amendment or waiver of any provision of this letter
agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
parties hereto.


 


6. 
Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, of to affect the meaning or
interpretation of, this letter agreement.


 


{signature page follows}


 


B-2
















 


If the foregoing is in accordance with your
understanding of this letter agreement, kindly sign and return to us a
counterpart thereof, whereupon this instrument will become a binding agreement
between the Issuer, the Company, the Guarantors and the Initial Purchaser in
accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  {GUARANTOR}

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


	
  Accepted

  	
                  ,
  2002

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  UBS WARBURG LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  
					



 


B-3
















 


ANNEX A


 


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


{ATTACHED}


 


A-1
















 


ANNEX B


 


FORM OF SECURITY AND CONTROL
AGREEMENT


 


{ATTACHED}


 


B-1
















 


ANNEX C-1


 


FORM OF WHITNEY SUPPORT AGREEMENT


 


COLLATERAL SUPPORT AND ASSIGNMENT
AGREEMENT


 


THIS COLLATERAL SUPPORT AND ASSIGNMENT
AGREEMENT, is dated as of June     , 2002 (as amended,
supplemented, restated or otherwise modified from time to time, this
“Agreement”), and is entered into by and among WH Acquisition Corp, a Nevada
corporation (the “Company”), Whitney V, L.P., a Delaware limited partnership
(the “Sponsor”), Whitney Equity Partners V, LLC, a Delaware limited liability
company, the general partner of the Sponsor (the “General Partner”) and The
Bank of New York, as trustee (the “Trustee”) under the Indenture referred to
below. 


 


WITNESSETH


 


WHEREAS, pursuant to an agreement and plan
of merger, dated as of April 10, 2002 (the “Merger Agreement”), by and
among WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation, the
Company and Herbalife International, Inc., a Nevada corporation (“Herbalife”),
the Company has agreed to merge with and into Herbalife (the “Merger”) with
Herbalife continuing as the surviving corporation and wholly-owned subsidiary
of WH Holdings (Cayman Islands) Ltd.;


 


WHEREAS, the Company is issuing on the date
hereof $165,000,000 aggregate principal amount of 11 3/4% Senior Subordinated
Notes due 2010 (and any notes that may from time to time be issued in
substitution therefor, the “Notes”). The Notes will be issued pursuant to an
indenture, dated as of the date hereof, by and among the Company, the
guarantors signatory thereto and the Trustee (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”);


 


WHEREAS, the Company has entered into a
Security and Control Agreement, dated as of the date hereof (the “Security and
Control Agreement”), by and among the Company, the Trustee, and The Bank of New
York, as securities intermediary (the “Securities Intermediary”), pursuant to
which the Company has agreed to place the net proceeds of the offering of the
Notes in a secured proceeds account pending the completion of the Merger;


 


WHEREAS, under the terms of the Indenture,


 


(a) If (i) the Merger has not occurred
prior to the close of business on August 31, 2002, or (ii) the Company has
determined that the Merger will not occur by that date on substantially the
terms set forth in the Merger Agreement and the Offering Memorandum (each, a
“Triggering Event”), the Company shall, in accordance with the procedures set
forth in the Indenture, redeem (a “Mandatory Redemption”) all of the
outstanding Notes, for a price equal to 101% of their principal amount, plus
accrued and


 


C-1-1
















 


unpaid interest thereon through the
redemption date, together with Liquidated Damages, if any (the “Mandatory
Redemption Price”). The Mandatory Redemption must occur no later than 10
Business Days after the Triggering Event (the “Mandatory Redemption Date”); and


 


WHEREAS, it is a condition precedent to the
issuance and sale of the Notes that the Sponsor enter into this Agreement to
provide support for the obligations of the Company in connection with any
Mandatory Redemption.


 


NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1. DEFINITIONS. Capitalized
terms used herein but not otherwise defined herein shall have the meanings
provided in the Indenture. Capitalized terms defined herein and also defined in
the Indenture shall have the meanings provided herein. In addition, the
following terms shall have the following meanings:


 


“Fully Satisfied” means, with respect to
the Support Obligation as of any date, that, as of such date, (a) the Support
Obligation shall have been paid in full in cash and, (b) all fees, expenses and
other amounts then due and payable under this Agreement shall have been paid in
cash.


 


“Material Adverse Effect” means a material
adverse effect on (i) the ability of the Sponsor to perform any material
obligation under this Agreement or (ii) the material rights and remedies of the
Trustee under this Agreement.


 


“Partners” means a collective reference to
all of the partners of the Sponsor.


 


“Transaction Documents” means the
Indenture, the Notes, the Registration Rights Agreement and the Security and
Control Agreement, collectively.


 


SECTION 2. COLLATERAL SUPPORT OBLIGATION.


 


(a) Support Obligation. If a Triggering
Event occurs, the Sponsor shall, on or prior to the Mandatory Redemption Date,
make a capital contribution to the Company in an amount equal to: (i) the
Mandatory Redemption Price, minus (ii) the net liquidation proceeds (after
deducting any applicable Securities Intermediary and Trustee fees and charges)
delivered to the Trustee in accordance with Section 6.2 of the Security
and Control Agreement (the obligation to make such payment, the “Support Obligation”).


 


(b) Limitation of Support Obligation.
Notwithstanding the provisions of clause (a) of this Section 2, the
Sponsor shall have no obligation hereunder to make any contribution to the
Company in respect of any amount of the Support Obligation that has been
previously funded by any other Person.


 


C-1-2
















 


SECTION 3. ASSIGNMENT TO TRUSTEE. The
Company hereby unconditionally and irrevocably assigns, transfers, conveys,
contributes, delivers and sets over to the Trustee all right, title and
interest of the Company in and to the Support Obligation (the “Assignment”).
The Assignment is an absolute assignment and not a transfer for security. The
Trustee hereby accepts the Assignment of the Support Obligation. The Sponsor
hereby consents to the Assignment. The Assignment shall take effect as of the
date hereof.


 


SECTION 4. OBLIGATIONS UNCONDITIONAL.
The obligations of the Sponsor under Section 2 hereof are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Transaction Documents, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for the Support Obligation, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of all
parties that the Sponsor’s Support Obligation shall be absolute and
unconditional under any and all circumstances.


 


With respect to its obligations hereunder,
the Sponsor hereby waives diligence, presentment, demand of payment, protest,
all notices whatsoever, and any requirement that the Trustee or Securities
Intermediary exhaust any right, power or remedy or proceed against any Person
under any Transaction Document or any other agreement or instrument referred to
in the Transaction Documents, or against any other Person under any other
guarantee of, or security for, the Support Obligation, except that upon closing
of the Merger Sponsor shall be released.


 


SECTION 5. REINSTATEMENT. Neither the
Support Obligation nor any remedy for the enforcement thereof shall be
impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Company or any guarantor, by reason of the Company’s or any guarantor’s
bankruptcy or insolvency or by reason of the invalidity or unenforceability of
all or any portion of the Support Obligation. The obligations of the Sponsor
under this Agreement shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of any Person in respect of the
Support Obligation is rescinded or must be otherwise restored by any holder of
the Support Obligation, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.


 


SECTION 6. CERTAIN ADDITIONAL WAIVERS.
The Sponsor agrees that this Agreement may be enforced by the Trustee without
the necessity of resorting to or exhausting any other security or collateral
and without the necessity at any time of having recourse under the Indenture or
any collateral securing the Support Obligation or otherwise, and the Sponsor
agrees not to assert any right to require the Trustee proceed against the
Company or any other Person or to require the Trustee pursue any other remedy
or enforce any other right. The Sponsor further acknowledges and agrees that
nothing contained in this Agreement shall


 


C-1-3
















 


prevent the Trustee from suing any other
Person in respect of the Support Obligation, foreclosing on any security
interest or lien on any collateral securing the Support Obligation or from
exercising any other right available to the Trustee in respect of the Support
Obligation, if the Sponsor does not timely perform the Support Obligation. The
exercise of any of such rights and completion of any such foreclosure
proceedings shall not constitute a discharge of the Sponsor’s obligations
hereunder unless as a result thereof the Support Obligation shall have been
Fully Satisfied, it being all parties’ purpose and intent that the Support
Obligation is absolute, irrevocable, independent and unconditional under all
circumstances, except as such obligations may be terminated in accordance with
the terms hereof.


 


SECTION 7. CALIFORNIA WAIVERS. For
purposes of this Section 7 only, references to the “principal” include the
Sponsor and references to the “creditor” includes the Trustee. In accordance
with Section 2856 of the California Civil Code, the Sponsor waives all
rights and defenses (i) available to it by reason of Sections 2787 through
2855, 2899, and 3433 of the California Civil Code, including all rights or
defenses it may have by reason of protection afforded to the principal with
respect to the Support Obligation, or to any other person liable for the
Support Obligation, in either case in accordance with the antideficiency or
other laws of the State of California limiting or discharging the principal’s
Indebtedness or such person’s obligations, including Sections 580a, 580b, 580d
and 726 of the California Code of Civil Procedure; and (ii) arising out of an
election of remedies by the creditor, even though such election, such as a
nonjudicial foreclosure with respect to security for Support Obligation (or any
obligation of any other person of the Support Obligation), has destroyed the
Sponsor’s right of subrogation and reimbursement against the principal (or such
other person), by operation of Section 580d of the California Code of
Civil Procedure or otherwise. No other provision of this Agreement shall be
construed as limiting the generality of any of the covenants and waivers set
forth in this Section 7. As provided below, this Agreement shall be
governed by, and shall be construed and enforced in accordance with the laws of
the State of New York. This Section 7 is included solely out of an abundance
of caution, and shall not be construed to mean that any of the above-referenced
provisions of California law are in any way applicable to this Agreement or to
the Support Obligation.


 


SECTION 8. REPRESENTATIONS AND
WARRANTIES. The Sponsor hereby represents and warrants to the Trustee and the
Company that:


 


(a) Existence and Power. The Sponsor is a
limited partnership duly formed, validly existing and in good standing under
the State of Delaware, is in good standing as a foreign limited partnership in
each other jurisdiction where ownership of its properties or the conduct of its
business requires it to be so (except to the extent that the failure to be in
good standing as a foreign limited partnership would not have a Material
Adverse Effect), and has all power and authority under such laws and the
Limited Partnership Agreement and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.


 


C-1-4
















 


 


(b) Authorization. The Sponsor has the
power and authority to enter into this Agreement, to perform its obligations
hereunder and consummate the transactions contemplated hereby and has by proper
action duly authorized the execution and delivery of this Agreement.


 


(c) No Conflicts or Consents. Neither the
execution and delivery of this Agreement, the consummation of the transactions
contemplated herein, nor the performance of and compliance with the terms and
provisions hereof will (i) violate or conflict with any provision of the
Limited Partnership Agreement or other governance document, (ii) violate any
material law, regulation, order, writ, judgment, injunction, decree or permit
applicable to the Sponsor, (iii) violate or materially conflict with material
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which the Sponsor is a party or by which it may be bound or (iv)
result in or require the creation of any material lien, security interest or
other charge or encumbrance (other than those contemplated in or in connection
with this Agreement) upon or with respect to the Sponsor’s properties.


 


(d) Consents. No consent, approval,
authorization or order of, or filing, registration or qualification with, any
Person which has not been obtained is required in connection with the
execution, delivery or performance of this Agreement by the Sponsor.


 


(e) Enforceable Obligations. This Agreement
has been duly executed and delivered by the Sponsor and constitutes the legal,
valid and binding obligation of the Sponsor, enforceable in accordance with its
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


(i) Adequate Capital Commitments. The
Sponsor has adequate capital commitments from the Partners to satisfy its
Support Obligations.


 


SECTION 9. COVENANTS. The Sponsor
hereby covenants and agrees with the Trustee that so long as this Agreement is
in effect:


 


(a) Preservation of Existence and
Franchises. The Sponsor will do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, material rights,
material franchises and authority.


 


(b) Compliance with Law. The Sponsor will
comply in all material respects with all applicable laws, rules, regulations
and orders of, and all applicable restrictions imposed by, all applicable
governmental bodies, foreign or domestic, or authorities and agencies thereof
(including quasi-governmental authorities and agencies), in respect of the conduct
of its business and the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls).


 


C-1-5
















 


(c) Nature of Business. The Sponsor will
not engage in any business activity that is not permitted by its limited
partnership agreement.


 


(d) Consolidation or Merger. The Sponsor
will not dissolve, liquidate in its entirety, or wind up its affairs, or enter
into any transaction of merger or consolidation.


 


(e) Adequate Capital Commitments. The
Sponsor will cause the capital commitments from the Partners at all times to be
sufficient to satisfy its Support Obligations.


 


(f) Requests for Capital Contributions.
Upon the occurrence of a Triggering Event, the General Partner to take all
steps required to cause the Partners to make capital contributions in an
aggregate amount (taken together with any corresponding capital contribution by
the General Partner and any amounts to be provided in respect of the Support
Obligation by Persons other than the Sponsor) at least equal to the Support
Obligation no later than four Business Days following the Triggering Event.


 


SECTION 10. ADDITIONAL LIABILITY OF
THE SPONSOR. If the Sponsor is or becomes liable for any indebtedness owing by
the Company to the Trustee by endorsement or otherwise other than under this
Agreement, such liability shall not be in any manner impaired or reduced hereby
but shall have all and the same force and effect it would have had if this
Agreement had not existed and the Sponsor’s liability hereunder shall not be in
any manner’ impaired or reduced thereby.


 


SECTION 11. NO WAIVER; CUMULATIVE
RIGHTS. No failure or delay on the part of the Trustee in exercising any right,
power or privilege hereunder or under any other Transaction Document and no
course of dealing between the Trustee and the Company or the Sponsor shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Transaction Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies
which the Trustee would otherwise have. No notice to or demand on the Company
or the Sponsor in any case shall entitle either of them to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
any rights of the Trustee.


 


SECTION 12. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and enforceable against the Sponsor and its
successors and assigns. The Sponsor may not assign or transfer any of its
obligations hereunder without prior written consent of the Trustee.


 


SECTION 13. MODIFICATIONS. This
Agreement and the provisions hereof may be amended, changed, waived, discharged
or terminated only by an instrument in writing signed by the Sponsor and the
Trustee. Without limiting the generality of the immediately preceding sentence,
no action under and in accordance with Article IX of the Indenture to
effectuate any amendment, change, waiver, discharge or termination in respect
of any event or


 


C-1-6
















 


condition constituting a Default shall be
effective to amend, change, waive, discharge or terminate any provision of this
Agreement.


 


SECTION 14. NOTICES. Except as
otherwise expressly provided herein, all notices and other communications shall
have been duly given and shall be effective (a) when delivered, (b) when
transmitted via telecopy (or other facsimile device) to the number set out
below, (c) on the Business Day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (d)
on the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the address set
forth below or such other address as a party may specify by written notice to
the other parties hereto:


 


if to the Sponsor:


 


Whitney V, L.P.


c/o Whitney & Co., LLC


177 Broad Street


Stamford, Connecticut 06901


Attention: 
General Counsel


Telecopier: 
(203) 973-1422


 


with a copy to:


 


Chadbourne & Parke LLP


30 Rockefeller Plaza


New York, NY 10112


Attention: 
Bruce Rader, Esq.


Telecopier: 
(212) 541-5369


 


if to the General Partner:


 


Whitney Equity Partners V, LLC


c/o Whitney & Co., LLC


177 Broad Street


Stamford, Connecticut 06901


Attention: 
General Counsel


Telecopier: 
(203) 973-1422


 


with a copy to:


 


Chadbourne & Parke LLP


30 Rockefeller Plaza


New York, NY 10112


Attention: 
Bruce Rader, Esq.


Telecopier: 
(212) 541-5369


 


C-1-7
















 


if to the Company:


 


WH Acquisition Corp.


c/o Whitney & Co., LLC


177 Broad Street


Stamford, Connecticut 06901


Attention: 
General Counsel


Telecopier: 
(203) 973-1422


 


with a copy to:


 


Chadbourne & Parke LLP


30 Rockefeller Plaza


New York, NY 10112


Attention: 
Bruce Rader, Esq.


Telecopier: 
(212) 541-5369


 


if to the Trustee:


 


The Bank of New York


15 Broad Street, 26th Floor


New York, NY 10005


Attention: 
Global Finance Unit


Telecopier: 
(212) 235-2531


 


SECTION 15. SEVERABILITY. If any
provision of this Agreement is determined to be illegal, invalid or unenforceable,
such provision shall be fully severable and the remaining provisions shall
remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provision.


 


SECTION 16. GOVERNING LAW.


 


THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 


C-1-8
















 


SECTION 17. HEADINGS. The headings in
this instrument are for convenience of reference only and shall not limit or
otherwise affect the meaning of any provisions hereof.


 


SECTION 18. COUNTERPARTS. This Agreement
may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each constituting an original, but all together one
and the same instrument. Delivery by facsimile by any party hereto of an
executed counterpart of this Agreement shall be as effective as an original
executed counterpart hereof and shall be deemed a representation that an
original executed counterpart hereof will be delivered.


 


SECTION 19. TERM OF AGREEMENT. This
Agreement shall continue in full force and effect until the earlier of (i) the
date upon which all of the Notes are redeemed pursuant to Section 3.8 of
the Indenture and (ii) the date the Merger is consummated, and following any
such termination, Sponsor shall have no further liability hereunder.


 


C-1-9
















 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed and delivered as of the
day and year first above written.


 


	
   

  	
  WH ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  WHITNEY V, L.P.

  
	
   

  	
   

  
	
   

  	
  By: WHITNEY EQUITY PARTNERS V, L.L.C.,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WHITNEY EQUITY PARTNERS V, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


C-1-10
















 


ANNEX C-1


 


FORM OF GOLDEN GATE SUPPORT AGREEMENT


 


COLLATERAL SUPPORT AND ASSIGNMENT AGREEMENT


 


THIS COLLATERAL SUPPORT AND ASSIGNMENT
AGREEMENT, is dated as of June    , 2002 (as amended,
supplemented, restated or otherwise modified from time to time, this
“Agreement”), and is entered into by and among WH Acquisition Corp, a Nevada
corporation (the “Company”), CCG Investments (BVI), L.P., a British Virgin
Islands limited partnership (the “Sponsor”), Golden Gate Capital Management,
L.L.C., a Delaware limited liability company, the general partner of the
Sponsor (the “General Partner”) and The Bank of New York, as trustee (the
“Trustee”) under the Indenture referred to below.


 


WITNESSETH


 


WHEREAS, pursuant to an agreement and plan
of merger, dated as of April 10, 2002 (the “Merger Agreement”), by and
among WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation, the
Company and Herbalife International, Inc., a Nevada corporation (“Herbalife”),
the Company has agreed to merge with and into Herbalife (the “Merger”) with
Herbalife continuing as the surviving corporation and wholly-owned subsidiary
of WH Holdings (Cayman Islands) Ltd.;


 


WHEREAS, the Company is issuing on the date
hereof $165,000,000 aggregate principal amount of 11 3/4% Senior Subordinated
Notes due 2010 (and any notes that may from time to time be issued in
substitution therefor, the “Notes”). The Notes will be issued pursuant to an
indenture, dated as of the date hereof, by and among the Company, the
guarantors signatory thereto and the Trustee (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”);


 


WHEREAS, the Company has entered into a
Security and Control Agreement, dated as of the date hereof (the “Security and
Control Agreement”), by and among the Company, the Trustee, and The Bank of New
York, as securities intermediary (the “Securities Intermediary”), pursuant to
which the Company has agreed to place the net proceeds of the offering of the
Notes in a secured proceeds account pending the completion of the Merger;


 


WHEREAS, under the terms of the Indenture,


 


(a) If (i) the Merger has not occurred
prior to the close of business on August 31, 2002, or (ii) the Company has
determined that the Merger will not occur by that date on substantially the
terms set forth in the Merger Agreement and the Offering Memorandum (each, a
“Triggering Event”), the Company shall, in accordance with the procedures set
forth in the Indenture, redeem (a “Mandatory Redemption”) all of the
outstanding Notes, for a price equal to 101% of their principal amount, plus
accrued and


 


C-2-1
















 


unpaid interest thereon through the
redemption date, together with Liquidated Damages, if any (the “Mandatory
Redemption Price”). The Mandatory Redemption must occur no later than 10
Business Days after the Triggering Event (the “Mandatory Redemption Date”); and


 


WHEREAS, it is a condition precedent to the
issuance and sale of the Notes that the Sponsor enter into this Agreement to
provide support for the obligations of the Company in connection with any
Mandatory Redemption.


 


NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1. DEFINITIONS. Capitalized
terms used herein but not otherwise defined herein shall have the meanings
provided in the Indenture. Capitalized terms defined herein and also defined in
the Indenture shall have the meanings provided herein. In addition, the
following terms shall have the following meanings:


 


“Fully Satisfied” means, with respect to
the Support Obligation as of any date, that, as of such date, (a) the Support
Obligation shall have been paid in full in cash and, (b) all fees, expenses and
other amounts then due and payable under this Agreement shall have been paid in
cash.


 


“Material Adverse Effect” means a material
adverse effect on (i) the ability of the Sponsor to perform any material
obligation under this Agreement or (ii) the material rights and remedies of the
Trustee under this Agreement.


 


“Partners” means a collective reference to
all of the partners of the Sponsor.


 


“Transaction Documents” means the
Indenture, the Notes, the Registration Rights Agreement and the Security and
Control Agreement, collectively.


 


SECTION 2. COLLATERAL SUPPORT
OBLIGATION. 


 


(a) Support Obligation. If a Triggering
Event occurs, the Sponsor shall, on or prior to the Mandatory Redemption Date,
make a capital contribution to the Company in an amount equal to: (i) the
Mandatory Redemption Price, minus (ii) the net liquidation proceeds (after
deducting any applicable Securities Intermediary and Trustee fees and charges)
delivered to the Trustee in accordance with Section 6.2 of the Security
and Control Agreement (the obligation to make such payment, the “Support
Obligation”).


 


(b) Limitation of Support Obligation.
Notwithstanding the provisions of clause (a) of this Section 2, the
Sponsor shall have no obligation hereunder to make any contribution to the
Company in respect of any amount of the Support Obligation that has been previously
funded by any other Person.


 


C-2-2
















 


SECTION 3. ASSIGNMENT TO TRUSTEE. The
Company hereby unconditionally and irrevocably assigns, transfers, conveys,
contributes, delivers and sets over to the Trustee all right, title and
interest of the Company in and to the Support Obligation (the “Assignment”).
The Assignment is an absolute assignment and not a transfer for security. The
Trustee hereby accepts the Assignment of the Support Obligation. The Sponsor hereby
consents to the Assignment. The Assignment shall take effect as of the date
hereof.


 


SECTION 4. OBLIGATIONS UNCONDITIONAL.
The obligations of the Sponsor under Section 2 hereof are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Transaction Documents, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for the Support Obligation, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of all
parties that the Sponsor’s Support Obligation shall be absolute and
unconditional under any and all circumstances.


 


With respect to its obligations hereunder,
the Sponsor hereby waives diligence, presentment, demand of payment, protest,
all notices whatsoever, and any requirement that the Trustee or Securities
Intermediary exhaust any right, power or remedy or proceed against any Person
under any Transaction Document or any other agreement or instrument referred to
in the Transaction Documents, or against any other Person under any other
guarantee of, or security for, the Support Obligation, except that upon closing
of the Merger Sponsor shall be released.


 


SECTION 5. REINSTATEMENT. Neither the
Support Obligation nor any remedy for the enforcement thereof shall be
impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Company or any guarantor, by reason of the Company’s or any guarantor’s
bankruptcy or insolvency or by reason of the invalidity or unenforceability of
all or any portion of the Support Obligation. The obligations of the Sponsor
under this Agreement shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of any Person in respect of the
Support Obligation is rescinded or must be otherwise restored by any holder of
the Support Obligation, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.


 


SECTION 6. CERTAIN ADDITIONAL WAIVERS.
The Sponsor agrees that this Agreement may be enforced by the Trustee without
the necessity of resorting to or exhausting any other security or collateral
and without the necessity at any time of having recourse under the Indenture or
any collateral securing the Support Obligation or otherwise, and the Sponsor
agrees not to assert any right to require the Trustee proceed against the
Company or any other Person or to require the Trustee pursue any other remedy
or enforce any other right. The Sponsor further acknowledges and agrees that
nothing contained in this Agreement shall


 


C-2-3
















 


prevent the Trustee from suing any other
Person in respect of the Support Obligation, foreclosing on any security
interest or lien on any collateral securing the Support Obligation or from
exercising any other right available to the Trustee in respect of the Support
Obligation, if the Sponsor does not timely perform the Support Obligation. The
exercise of any of such rights and completion of any such foreclosure
proceedings shall not constitute a discharge of the Sponsor’s obligations
hereunder unless as a result thereof the Support Obligation shall have been
Fully Satisfied, it being all parties’ purpose and intent that the Support
Obligation is absolute, irrevocable, independent and unconditional under all
circumstances, except as such obligations may be terminated in accordance with
the terms hereof.


 


SECTION 7. CALIFORNIA WAIVERS. For
purposes of this Section 7 only, references to the “principal” include the
Sponsor and references to the “creditor” includes the Trustee. In accordance
with Section 2856 of the California Civil Code, the Sponsor waives all
rights and defenses (i) available to it by reason of Sections 2787 through
2855, 2899, and 3433 of the California Civil Code, including all rights or
defenses it may have by reason of protection afforded to the principal with
respect to the Support Obligation, or to any other person liable for the
Support Obligation, in either case in accordance with the antideficiency or
other laws of the State of California limiting or discharging the principal’s
Indebtedness or such person’s obligations, including Sections 580a, 580b, 580d
and 726 of the California Code of Civil Procedure; and (ii) arising out of an election
of remedies by the creditor, even though such election, such as a nonjudicial
foreclosure with respect to security for Support Obligation (or any obligation
of any other person of the Support Obligation), has destroyed the Sponsor’s
right of subrogation and reimbursement against the principal (or such other
person), by operation of Section 580d of the California Code of Civil
Procedure or otherwise. No other provision of this Agreement shall be construed
as limiting the generality of any of the covenants and waivers set forth in
this Section 7. As provided below, this Agreement shall be governed by,
and shall be construed and enforced in accordance with the laws of the State of
New York. This Section 7 is included solely out of an abundance of
caution, and shall not be construed to mean that any of the above-referenced
provisions of California law are in any way applicable to this Agreement or to
the Support Obligation.


 


SECTION 8. REPRESENTATIONS AND
WARRANTIES. The Sponsor hereby represents and warrants to the Trustee and the
Company that:


 


(a) Existence and Power. The Sponsor is a
limited partnership duly formed, validly existing and in good standing under
the laws of the British Virgin Islands, is in good standing as a foreign
limited partnership in each other jurisdiction where ownership of its
properties or the conduct of its business requires it to be so (except to the
extent that the failure to be in good standing as a foreign limited partnership
would not have a Material Adverse Effect), and has all power and authority
under such laws and the Limited Partnership Agreement and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.


 


C-2-4
















 


 


(b) Authorization. The Sponsor has the
power and authority to enter into this Agreement, to perform its obligations
hereunder and consummate the transactions contemplated hereby and has by proper
action duly authorized the execution and delivery of this Agreement.


 


(c) No Conflicts or Consents. Neither the
execution and delivery of this Agreement, the consummation of the transactions
contemplated herein, nor the performance of and compliance with the terms and
provisions hereof will (i) violate or conflict with any provision of the
Limited Partnership Agreement or other governance document, (ii) violate any
material law, regulation, order, writ, judgment, injunction, decree or permit
applicable to the Sponsor, (iii) violate or materially conflict with material
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which the Sponsor is a party or by which it may be bound or (iv)
result in or require the creation of any material lien, security interest or
other charge or encumbrance (other than those contemplated in or in connection
with this Agreement) upon or with respect to the Sponsor’s properties.


 


(d) Consents. No consent, approval, authorization
or order of, or filing, registration or qualification with, any Person which
has not been obtained is required in connection with the execution, delivery or
performance of this Agreement by the Sponsor.


 


(e) Enforceable Obligations. This Agreement
has been duly executed and delivered by the Sponsor and constitutes the legal,
valid and binding obligation of the Sponsor, enforceable in accordance with its
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


(i) Adequate Capital Commitments. The
Sponsor has adequate capital commitments from the Partners to satisfy its
Support Obligations.


 


SECTION 9. COVENANTS. The Sponsor
hereby covenants and agrees with the Trustee that so long as this Agreement is
in effect:


 


(a) Preservation of Existence and
Franchises. The Sponsor will do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, material rights,
material franchises and authority.


 


(b) Compliance with Law. The Sponsor will
comply in all material respects with all applicable laws, rules, regulations
and orders of, and all applicable restrictions imposed by, all applicable
governmental bodies, foreign or domestic, or authorities and agencies thereof
(including quasi-governmental authorities and agencies), in respect of the
conduct of its business and the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls).


 


C-2-5
















 


(c) Nature of Business. The Sponsor will
not engage in any business activity that is not permitted by its limited
partnership agreement.


 


(d) Consolidation or Merger. The Sponsor
will not dissolve, liquidate in its entirety, or wind up its affairs, or enter
into any transaction of merger or consolidation.


 


(e) Adequate Capital Commitments. The
Sponsor will cause the capital commitments from the Partners at all times to be
sufficient to satisfy its Support Obligations.


 


(f) Requests for Capital Contributions.
Upon the occurrence of a Triggering Event, the General Partner to take all
steps required to cause the Partners to make capital contributions in an
aggregate amount (taken together with any corresponding capital contribution by
the General Partner and any amounts to be provided in respect of the Support
Obligation by Persons other than the Sponsor) at least equal to the Support
Obligation no later than four Business Days following the Triggering Event.


 


SECTION 10. ADDITIONAL LIABILITY OF
THE SPONSOR. If the Sponsor is or becomes liable for any indebtedness owing by
the Company to the Trustee by endorsement or otherwise other than under this
Agreement, such liability shall not be in any manner impaired or reduced hereby
but shall have all and the same force and effect it would have had if this
Agreement had not existed and the Sponsor’s liability hereunder shall not be in
any manner’ impaired or reduced thereby.


 


SECTION 11. NO WAIVER; CUMULATIVE
RIGHTS. No failure or delay on the part of the Trustee in exercising any right,
power or privilege hereunder or under any other Transaction Document and no
course of dealing between the Trustee and the Company or the Sponsor shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Transaction Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies
which the Trustee would otherwise have. No notice to or demand on the Company
or the Sponsor in any case shall entitle either of them to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
any rights of the Trustee.


 


SECTION 12. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and enforceable against the Sponsor and its
successors and assigns. The Sponsor may not assign or transfer any of its
obligations hereunder without prior written consent of the Trustee.


 


SECTION 13. MODIFICATIONS. This
Agreement and the provisions hereof may be amended, changed, waived, discharged
or terminated only by an instrument in writing signed by the Sponsor and the
Trustee. Without limiting the generality of the immediately preceding sentence,
no action under and in accordance with Article IX of the Indenture to
effectuate any amendment, change, waiver, discharge or termination in respect
of any event or 


 


C-2-6
















 


condition constituting a Default shall be
effective to amend, change, waive, discharge or terminate any provision of this
Agreement.


 


SECTION 14. NOTICES. Except as
otherwise expressly provided herein, all notices and other communications shall
have been duly given and shall be effective (a) when delivered, (b) when
transmitted via telecopy (or other facsimile device) to the number set out
below, (c) on the Business Day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (d)
on the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the address set
forth below or such other address as a party may specify by written notice to
the other parties hereto:


 


if to the Sponsor:


 


CCG Investments (BVI), L.P.


c/o Golden Gate Private Equity, Inc.


One Embarcadero Center, 33rd Floor


San Francisco, CA 94111


Attention: 
Jesse Roger


Telecopier: 
(415) 627-4501


 


with a copy to:


 


Kirkland & Ellis


200 E. Randolph Drive


Chicago, IL 60601


Attention: Gary Holihan


Telecopier: (312) 861-2200


 


if to the General Partner:


 


Golden Gate Private Equity, Inc.


One Embarcadero Center, 33rd Floor


San Francisco, CA 94111


Attention: 
Jesse Roger


Telecopier: 
(415) 627-4501


 


with a copy to:


 


Kirkland & Ellis


200 E. Randolph Drive


Chicago, IL 60601


Attention: Gary Holihan


Telecopier: (312) 861-2200


 


C-2-7
















 


if to the Company:


 


WH Acquisition Corp.


c/o Whitney Equity Partners V, LLC


177 Broad Street


Stamford, Connecticut 06901


Attention: 
General Counsel


Telecopier: 
(203) 973-1422


 


with a copy to:


 


Chadbourne & Parke LLP


30 Rockefeller Plaza


New York, NY 10112


Attention: 
Bruce Rader, Esq.


Telecopier: 
(212) 541-5369


 


if to the Trustee:


 


The Bank of New York


15 Broad Street, 26th Floor


New York, NY 10005


Attention: 
Global Finance Unit


Telecopier: 
(212) 235-2531


 


SECTION 15. SEVERABILITY. If any
provision of this Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without
giving effect to the illegal, invalid or unenforceable provision.


 


SECTION 16. GOVERNING LAW.


 


THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 


SECTION 17. HEADINGS. The headings in
this instrument are for convenience of reference only and shall not limit or
otherwise affect the meaning of any provisions hereof.


 


C-2-8
















 


 


SECTION 18. COUNTERPARTS. This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each constituting an original, but all
together one and the same instrument. Delivery by facsimile by any party hereto
of an executed counterpart of this Agreement shall be as effective as an
original executed counterpart hereof and shall be deemed a representation that
an original executed counterpart hereof will be delivered.


 


SECTION 19. TERM OF AGREEMENT. This
Agreement shall continue in full force and effect until the earlier of (i) the
date upon which all of the Notes are redeemed pursuant to Section 3.8 of
the Indenture and (ii) the date the Merger is consummated, and following any
such termination, Sponsor shall have no further liability hereunder.


 


C-2-9
















 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed and delivered as of the
day and year first above written.


 


 


	
   

  	
  WH ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CCG INVESTMENTS (BVI), L.P.

  
	
   

  	
   

  
	
   

  	
  By: GOLDEN GATE CAPITAL MANAGEMENT,
  L.L.C.

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDEN GATE CAPITAL MANAGEMENT, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


C-2-10