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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger ("AMENDMENT"), dated
as of April 7, 2000, is entered into by and among MH Millennium Holdings LLC,
a Delaware limited liability company, located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("PARENT"), MH Millennium Acquisition Corp., a Nevada
corporation and wholly-owned subsidiary of Parent, located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("PURCHASER"), ▇▇▇▇ ▇▇▇▇▇▇, a natural person
residing in Los Angeles, California ("▇▇. ▇▇▇▇▇▇"), The ▇▇▇▇ ▇▇▇▇▇▇ Family
Trust, a trust of which ▇▇. ▇▇▇▇▇▇ is the sole trustee ("FAMILY TRUST"), and
Herbalife International, Inc., a Nevada corporation, located at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "COMPANY").
W I T N E S S E T H:
WHEREAS, Parent, Purchaser, ▇▇. ▇▇▇▇▇▇, Family Trust and the Company are
parties to that certain Agreement and Plan of Merger dated as of September 13,
1999 (the "AGREEMENT");
WHEREAS, Parent, Purchaser, ▇▇. ▇▇▇▇▇▇, Family Trust and the Company now
desire to amend the Agreement, as set forth in this Amendment.
NOW, THEREFORE, for valuable consideration, and intending to be legally
bound hereby, the parties agree as follows:
1. Section 8.1(b)(i) shall be amended in its entirety as follows:
(i) if the Merger shall not have been consummated on or prior to April 14,
2000; provided, however, that the right to terminate this Agreement under this
Section 8.1(b)(i) shall not be available to any party whose failure to fulfill
any material obligation under this Agreement has been the cause of, or resulted
in, the failure of the Merger to be consummated on or prior to such date;
2. This Amendment shall be governed by and construed in accordance with the
laws of the State of California (other than its rule of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby).
3. Except as modified hereby, the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in separate counterparts, all of which
taken together shall constitute a single instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
effective as of the day and year first above written.
COMPANY HERBALIFE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Executive
Corporate Marketing and Corporate Development
PARENT MH MILLENNIUM HOLDINGS LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
PURCHASER MH MILLENNIUM ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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FAMILY TRUST THE ▇▇▇▇ ▇▇▇▇▇▇ FAMILY TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Sole Trustee
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