0001047469-03-036895 Sample Contracts

Contract
Supplemental Indenture • November 12th, 2003 • Weight Watchers International Inc • Services-personal services • New York

SUPPLEMENTAL INDENTURE, dated as of August 7, 2003, to the Indenture, dated as of September 29, 1999 (the “Indenture”), between Weight Watchers International, Inc., a corporation duly organized and existing under the laws of Virginia (the “Company”), and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), a national banking association, as trustee (the “Trustee”).

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AMENDMENT NO. 5
Credit Agreement • November 12th, 2003 • Weight Watchers International Inc • Services-personal services • New York

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 20, 2003 (amending and restating the Third Amended and Restated Credit Agreement, dated as of April 1, 2003), is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“WWI”), WW FUNDING CORP., a Delaware corporation (the “SP1 Borrower”, and together with WWI, the “Borrowers”), the various financial institutions as are or may become parties hereto (collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON (“CSFB”), as the syndication agent and as a lead arranger (in such capacities, the “Syndication Agent” and a “Lead Arranger”, respectively), BHF (USA) CAPITAL CORPORATION and FORTIS (USA) FINANCE LLC, as the documentation agents (in such capacity, the “Documentation Agents”) and THE BANK OF NOVA SCOTIA (“Scotiabank”), as (x) the administrative agent, paying agent and registration agent for the TLCs (as defined below) and (y) a lead arranger (in such capacities, the “Administrative Agent” and a “Lead Arran

FIRST AMENDMENT
Rights Agreement • November 12th, 2003 • Weight Watchers International Inc • Services-personal services • Virginia

FIRST AMENDMENT, dated as of November 4, 2003 (the “Amendment”), to the Rights Agreement, dated as of November 15, 2001 (the “Agreement”), by and between Weight Watchers International, Inc., a Virginia corporation (the “Company”), and EquiServe Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

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