0001193125-07-013694 Sample Contracts

FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 26th, 2007 • Weight Watchers International Inc • Services-personal services • New York

This FIRST AMENDMENT, dated as of January 26, 2007 (this “Amendment Agreement”), is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Borrower”), the Lenders (such capitalized term, and other terms used in this Amendment Agreement, to have the meanings set forth in Article I) party hereto and the Administrative Agent (as defined below).

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SUPPLEMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 26th, 2007 • Weight Watchers International Inc • Services-personal services • New York

This SUPPLEMENT, dated as of January 26, 2007 (this “Supplement”), to the Existing Credit Agreement referred to below, is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Borrower”), certain Lenders (such term, and other capitalized terms used in this Supplement, to have the meanings set forth in Section I below) and The Bank of Nova Scotia, as the Administrative Agent for the Lenders, with Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc. acting as Joint Bookrunners and Joint Lead Arrangers for the Term A-1 Loans and the Term B Loans, and Bank of America, N.A. and Fortis Capital Corp., acting as Co-Documentation Agents.

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