Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18, 2006. CS’s commitment hereunder and the agreements of CS and CS Securities contained herein will expire at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then this Commitment Letter and CS’s commitment and the undertakings of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONAL, INC. By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 EXHIBIT A Weight Watchers International, Inc. $2,050,000,000 Senior Secured Replacement Credit Facilities

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18January 27, 20062017. CSPNC’s commitment hereunder commitments hereunder, and our agreements to perform the agreements of CS and CS Securities contained herein services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that Credit Suisse has we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) Closing Date does not occur on or before March 315:00 p.m., 2007New York City time, on May 1, 2017, then this Commitment Letter and CSPNC’s commitment commitments hereunder, and our agreements to perform the undertakings of CS and CS Securities hereunder services described herein, shall automatically terminate without further action or notice and without further obligation to you unless Credit Suisse each of us shall, in its our discretion, agree to an extension. Credit Suisse For the avoidance of doubt, each of the parties hereto acknowledges and agrees that obligations of Xxxxxxx hereunder is pleased subject to have been given the opportunity to assist you in connection with approval of the financing for the TransactionsBankruptcy Court. Very truly yoursSincerely, CREDIT SUISSE SECURITIES (USA) LLC By PNC BANK, NATIONAL ASSOCIATION, as an Administrator By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Managing Director CREDIT SUISSESenior Vice President PNC BANK, CAYMAN ISLANDS BRANCH By NATIONAL ASSOCIATION, as a Committed Purchaser By: /s/ Xxxxxxx Xxxxx Xx Name: Xxxxxxx Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Senior Vice President Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONALP&L RECEIVABLES COMPANY, INC. By LLC By: /s/ Xxx Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxx Xxxxxxx Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 VP & Treasurer PEABODY ENERGY CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: VP & Treasurer EXHIBIT A Weight Watchers InternationalTerm Sheet (attached) Exh. A-1 EXECUTION VERSION SUMMARY OF TERMS FOR THE PROPOSED EXTENSION AND AMENDMENT OF THE PEABODY ENERGY CORPORATION / P&L RECEIVABLES COMPANY, Inc. $2,050,000,000 Senior Secured Replacement Credit FacilitiesLLC TRADE RECEIVABLES SECURITIZATION Disclaimer: This preliminary summary of terms (“Term Sheet”) is not intended to define all of the terms and conditions of the amendments and other transactions described herein. Such terms and conditions will be contained in the final documentation executed by the parties to any such amendments or other transactions, and such documentation will supersede this Term Sheet. Closing of the amendments and other transactions described herein is subject to bankruptcy court approval and the execution and delivery of definitive documentation in form and substance satisfactory to PNC Bank, N.A. (“PNC”) and PNC Capital Markets LLC (“PNCCM”) as well as satisfaction of each of the other conditions precedent set forth in this Term Sheet.

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18April 16, 20062012. CSFortress’s commitment offer hereunder and the agreements of CS and CS Securities contained herein will expire automatically and without further action or notice and without further obligation to you at such time in the event that Credit Suisse Fortress has not received such executed counterparts in accordance with the immediately preceding sentence. In This Commitment Letter will become a binding commitment on Fortress only after it has been duly executed and delivered by you in accordance with the event first sentence of this Section 11. This Commitment Letter will terminate automatically on the date of termination of the Merger Agreement; provided that the borrowing termination of this Commitment Letter pursuant to this sentence does not prejudice any party’s rights and remedies in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then any prior breach of this Commitment Letter by another party. Sections 3, 5, 6 7, 8, 9 and CS’s commitment this Section 11 shall survive the termination of this Commitment Letter. For the avoidance of doubt, Section 10 of this Commitment Letter shall have no further force or effect for any purpose whatsoever upon termination of this Commitment Letter but such representations and warranties shall survive the execution and delivery of the Purchase Agreement and the undertakings consummation of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, the Sale thereunder (but only for purposes of the indemnification provisions in its discretion, agree to an extensionthe Purchase Agreement set forth in the Term Sheet under the heading “Indemnification”). Credit Suisse Fortress is pleased to have been given the opportunity to assist you in connection with the financing for the TransactionsAcquisition. Very truly yours, FORTRESS CREDIT SUISSE SECURITIES (USA) LLC CORP. By /s/ Xxxxx Xxxxxxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx X. Xxxxx Xxxxxxxx Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President signature page to commitment letter Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONALSUMMER HOLDINGS II, INC. By /s/ Xxx Xxxx X. Xxxxxxx Name: Xxx Xxxx X. Xxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 President signature page to commitment letter EXHIBIT A Weight Watchers InternationalPURCHASE BY FORTRESS OF CERTAIN RECEIVABLES FROM SMH SPEADV, Inc. $2,050,000,000 Senior Secured Replacement Credit FacilitiesLLC Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter. Seller: SMH SPEADV, LLC (the “Seller”).

Acceptance and Termination. If the foregoing correctly sets forth our agreement, please Please indicate your acceptance of the terms of this Commitment Letter hereof and of the Fee Letter by returning to us executed counterparts hereof signing in the appropriate space below and of in the Fee Letter not later than 5:00 and returning to the Commitment Parties such signature pages by 11:59 p.m., New York City timetime on July 12, 2022. Unless extended in writing by the Commitment Parties, the commitments and agreements of the Commitment Parties contained herein (subject to the provisions under the heading “Survival”) shall automatically expire on the first to occur of (a) the date and time referred to in the previous sentence unless you shall have executed and delivered a copy of this Commitment Letter and the Fee Letter as provided above, (b) 11:59 p.m. New York time on November 12, 2022 (the “End Date”), (c) execution and delivery of the Credit Documentation and funding of the Incremental Facilities, (d) consummation of the Acquisition without the use of the Incremental Facilities, and (e) after the execution of the Acquisition Agreement and prior to the consummation of the Acquisition, the date, if any, on December 18which the Acquisition Agreement is terminated in accordance with its terms (provided, 2006. CS’s that the termination of any commitment hereunder and the agreements of CS and CS Securities contained herein will expire at such time pursuant to this sentence including in the event that Credit Suisse has the Acquisition is consummated and any Commitment Party breaches its obligations to provide the portion of the Incremental Facilities committed to be provided by it under this Commitment Letter, does not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing prejudice your rights and remedies in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then any breach of this Commitment Letter Letter). Sincerely, ANTARES CAPITAL LP, as Agent and CS’s commitment and the undertakings of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By Lead Arranger By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx TitleIts: Managing Director CREDIT SUISSEDuly Authorized Signatory ANTARES HOLDINGS LP, CAYMAN ISLANDS BRANCH By as Committed Lender By: Antares Holdings GP Inc., its general partner By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxxx Xxxx Xxxxxxx TitleIts: Vice President Accepted and agreed to as of the date first above writtenDuly Authorized Signatory AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: WEIGHT WATCHERS INTERNATIONALRAVEN BUYER, INC. By ., a Delaware corporation By: /s/ Xxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxx Xxxxxxx Xxxxxx Xxxxxx Title: Chief Financial Executive Officer CONFIDENTIAL December 15and President Exhibit A to Commitment Letter Incremental Facilities Summary of Terms July 12, 2006 EXHIBIT A Weight Watchers International, Inc. $2,050,000,000 Senior Secured Replacement Credit Facilities2022

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 11:59 p.m., New York City time, on December 18July 25, 20062016. CS’s commitment hereunder The Initial Lenders’ commitments hereunder, and our agreements to perform the agreements of CS and CS Securities contained herein services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that Credit Suisse has we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) Closing Date does not occur on or before March 31the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, 2007as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities, then this Commitment Letter and CS’s commitment the Initial Lenders’ commitments hereunder, and our agreements to perform the undertakings of CS and CS Securities hereunder services described herein, shall automatically terminate without further action or notice and without further obligation to you unless Credit Suisse we shall, in its our discretion, agree to an extension. Credit Suisse is We are pleased to have been given the opportunity to assist you in connection with the financing for the TransactionsAcquired Business Merger. Very truly yours, JEFFERIES FINANCE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director BANK OF AMERICA, N.A. By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Managing Director CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory CREDIT SUISSE SECURITIES (USA) LLC By By: /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Director CREDIT SUISSEREDWOOD INTERMEDIATE, CAYMAN ISLANDS BRANCH By LLC By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ Xxxxx Xx Xxxxxx X. Xxxxxx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx Title: Vice President Accepted EXHIBIT A Project Aspen $400 million Senior Secured First Lien Term Facility $40 million Senior Secured First Lien Revolving Credit Facility Transaction Description Parent, Redwood Merger Sub and agreed Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the date first above written: WEIGHT WATCHERS INTERNATIONALshares of common stock of the Target (the “Tender Offer”) and, INCif such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15After giving effect to the Transactions, 2006 EXHIBIT A Weight Watchers InternationalRedwood will own the movie and video game rental self-service kiosk business of the Target (such business, Inc. $2,050,000,000 Senior Secured Replacement Credit Facilitiesthe “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 11:59 p.m., New York City time, on December 18July 12, 20062013. CS’s commitment hereunder offer hereunder, and our agreements to perform the agreements of CS and CS Securities contained herein services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on CS only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 15. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) Closing Date does not occur on or before March 3111:59 p.m., 2007New York City time, on October 2, 2013 (or such earlier date on which the Purchase Agreement terminates or you publicly announce your intention not to proceed with the Acquisition), then this Commitment Letter and CS’s commitment hereunder, and our agreements to perform the undertakings of CS and CS Securities hereunder services described herein, shall automatically terminate without further action or notice and without further obligation to you unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the TransactionsAcquisition. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director CREDIT SUISSESUISSE AG, CAYMAN ISLANDS BRANCH By /s/ Xxxxxx Xxxxx Xx Name: Xxxxxx Xxxxx Xx Title: Director Authorized Signatory By /s/ Xxxxxxxxx Xxxxxxx X’Xxxxxxx Name: Xxxxxxxxx Xxxxxxx X’Xxxxxxx Title: Vice President Authorized Signatory Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONALXPO AQ, INC. By /s/ Xxx Xxxxxxx Xxxx X. Xxxxxx Name: Xxx Xxxxxxx Xxxx X. Xxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 CFO EXHIBIT A Weight Watchers InternationalPROJECT RACEHORSE $140 million First Lien Facility Summary of Principal Terms and Conditions Borrower: A Delaware corporation (the “Borrower”), Inc. $2,050,000,000 Senior Secured Replacement Credit Facilitiesall of the outstanding equity interests of which are owned by a Delaware corporation (“Holdings”), in each case, to be formed and controlled by XPO Logistics, Inc., a Delaware corporation (the “Investor”) for the purpose of acquiring all of the equity interest of a company previously identified to us as “Racehorse” (the “Company”).

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18October 31, 2006. CS’s commitment hereunder hereunder, and our agreements to perform the agreements of CS and CS Securities contained herein services described herein, will expire at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) Closing Date does not occur on or before March 315:00 p.m., New York City time, on May 7, 2007 (provided that such date will be extended to August 6, 2007, in the event the End Date (as defined in the Merger Agreement) is extended to August 6, 2007, due to regulatory reasons as provided in Section 10.1(b)(i) of the Merger Agreement) (or such earlier date on which the Merger Agreement terminates), then this Commitment Letter and CS’s commitment hereunder, and our agreements to perform the undertakings of CS and CS Securities hereunder services described herein, shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the TransactionsAcquisition. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxx Xx Xxxx X’Xxxx Name: Xxxxx Xx Xxxx X’Xxxx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Title: Vice President Associate Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONALCB XXXXXXX XXXXX SERVICES, INC. By /s/ Xxxxxxx X. Xxx Xxxxxxx Name: Xxxxxxx X. Xxx Xxxxxxx Title: Senior Executive Vice President and Chief Financial Officer CONFIDENTIAL December 15October 30, 2006 EXHIBIT A Weight Watchers InternationalCB Xxxxxxx Xxxxx Services, Inc. $2,050,000,000 2,200,000,000 Senior Secured Term Loan Facilities $600,000,000 Senior Secured Replacement Revolving Credit FacilitiesFacility Summary of Principal Terms and Conditions Borrowers: (a) CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation (“CBRE”), (b) CB Xxxxxxx Xxxxx Limited, a limited company organized under the laws of England and Wales (the “U.K. Borrower”), (c) CB Xxxxxxx Xxxxx Limited, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), (d) CB Xxxxxxx Xxxxx Pty Ltd, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), (e) a company to be organized under the laws of Japan as a wholly-owned subsidiary of CBRE (the “Japanese Borrower”) and (f) CB Xxxxxxx Xxxxx Limited, a company organized under the laws of New Zealand (the “New Zealand Borrower” and, together with CBRE, the UK Borrower, the Canadian Borrower, the Australian Borrower and the Japanese Borrower, the “Borrowers”).