EXHIBIT 3.37
AMENDMENT
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
HERBALIFE LEINER, LLC
THIS AMENDMENT (this "Amendment") to the Limited Liability Company
Agreement of Herbalife Leiner, LLC, a Delaware limited liability company (the
"Company"), between Leiner Health Products, Inc ("Leiner") and Herbalife
International, Inc. ("Herbalife") (as originally adopted and amended from time
to time, the "Company Agreement"), is made and entered into as of July 31, 2002.
Capitalized terms used in this Amendment and not otherwise herein defined are
used as defined in the Company Agreement.
W I T N E S S E T H :
WHEREAS, Section 16.5 of the Company Agreement provides that the Company
Agreement may be amended by a writing signed by all of the Members owning
Membership Interests at the relevant time with the approval of at least
two-thirds of the Managers then in office; and
WHEREAS, the undersigned Managers constitute at least two-thirds of the
Managers of the Company; and
WHEREAS, pursuant to the Membership Interest Sale and Purchase Agreement
between Leiner and Herbalife dated as of November 29, 2001, Leiner has sold to
Herbalife all of the Membership Interest of Leiner in the Company; and
WHEREAS, Herbalife is the sole Member of the Company owning all of the
Membership Interest in the Company;
NOW, THEREFORE, the Company Agreement is amended as follows:
1. Approval of Name Change. The name of the Company shall be Herbalife
China, LLC and the change of the Company's name to Herbalife China, LLC on the
records of the Secretary of State of the State of Delaware is hereby ratified
and confirmed in all respects.
2. Affiliate Obligations. Notwithstanding anything to the contrary in the
Company Agreement, the Company shall have the power and authority, and it shall
be within the Company's authorized purposes, to (i) guarantee any or all
obligations of any
or all of its Affiliates and (ii) secure any such guarantee or guarantees with
any or all of the Company's assets. Notwithstanding anything to the contrary in
the Company Agreement, any Manager or officer of the Company acting alone and
without further action of any other Manager or officer or the Member of the
Company is authorized to execute, deliver and cause the Company to perform its
obligations under all agreements, instruments, promissory notes, deeds of trust,
mortgages or other documents as the Manger or officer executing the same shall
determine to be necessary or desirable in connection with the operations of the
Company including the guarantee by the Company of any or all obligations of any
and all Affiliates and the grant of a security interest, lien or mortgage on all
or any part of the Company's assets to secure such guarantee or guarantees, his
or her execution thereof to be conclusive evidence of such determination.
3. Execution, Delivery and Performance of the Loan Documents.
Notwithstanding anything to the contrary in the Company Agreement, the Company
is authorized and directed and shall have all requisite power and authority to
execute, deliver and perform its obligations under (i) the Security Agreement
(the "Security Agreement"), dated on or about the date hereof, among inter alia,
Herbalife, WH Holdings (Cayman Islands) Ltd. ("Holdings"), WH Intermediate
Holdings Ltd. ("Parent"), WH Luxembourg Holdings S.a.R.L. ("Luxembourg
Holdings"), WH Luxembourg Intermediate Holdings S.a.R.L. ("Luxembourg
Intermediate Holdings") and WH Luxembourg CM S.a.R.L. ("Luxembourg CM" and
collectively with Holdings, Parent Luxembourg Holdings and Luxembourg
Intermediate Holdings, the "Initial Guarantors"), each of the subsidiary
guarantors listed on the signature pages to the Security Agreement and from time
to time becoming a party thereto by execution of a joinder agreement (the
"Subsidiary Guarantors" and collectively with the Initial Guarantors, the
"Guarantors") and UBS AG, Stamford Branch (the "Collateral Agent") in its
capacity as collateral agent for the lending institutions (the "Lenders") from
time to time party to the Credit Agreement and (ii) the Credit Agreement, dated
on or about the date hereof, among, inter alia, Herbalife and the Guarantors,
the Lenders from time to time party thereto, GE Capital Corporation, as
Syndication Agent, Rabobank International as Documentation Agent and the
Collateral Agent as Administrative Agent (the "Credit Agreement" and together
with the Security Agreement, the "Loan Documents"); and the Company is
authorized and directed and shall have all requisite power and authority to
execute and deliver all such other agreements, documents, promissory notes,
deeds of trust, mortgages or other instruments necessary or incidental to the
Loan Documents and perform its obligations thereunder.
4. Authorization of Managers and Officers. Notwithstanding anything to the
contrary in the Company Agreement, any Manager or officer of the Company acting
alone and without further action of any other Manager or officer or the Member
of the Company is authorized and directed to execute, deliver and cause the
Company to perform its obligations under the Loan Documents with such changes,
modifications and
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amendments as the Manager or officer executing the same determines to be
appropriate, his or her execution thereof to be conclusive evidence of such
determination; and any Manager or officer of the Company acting alone and
without further action of any other Manager or officer or the Member of the
Company is authorized and directed to execute, deliver and to cause the Company
to perform its obligations under all such other agreements, documents,
promissory notes, deeds of trust, mortgages or other instruments as the Manager
or officer executing the same shall determine to be necessary or incidental to
the Loan Documents, his or her execution thereof to be conclusive evidence of
such determination.
5. Governing Law. This Amendment shall be governed by, and construed and
enforced under, the laws of the Stare of Delaware.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
of the day and year first above written.
HERBALIFE INTERNATIONAL, INC.,
AS SOLE MEMBER
/s/ Douglas Sages
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By: Douglas Sages
Title: Executive Vice President
/s/ Frank Morse
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Name: Frank Morse
Manager
/s/ Brian Kane
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Name: Brian Kane
Manager
/s/ John Purdy
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Name: John Purdy
Manager
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/s/ Bernard O'Brien
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Name: Bernard O'Brien
Manager
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Name: Joe Wojick
Manager
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