Exhibit 4.2


 


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”).


 


W I T N E S S E T H :


 


WHEREAS, the Company and the Trustee have heretofore
executed and delivered the Indenture, and the Company has issued pursuant to
the Indenture €100,000,000 aggregate principal amount of 13% Senior
Subordinated Notes Due 2009 (the “Securities”);


 


WHEREAS,
Section 9.02 of the Indenture provides that the Company and the Trustee
may amend the Indenture or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding;


 


WHEREAS, the
Company has offered to purchase for cash any and all of the outstanding
Securities upon the terms and subject to the conditions set forth in the Offer
to Purchase and Consent Solicitation Statement, dated July 21, 2003, as
the same may be amended, supplemented or modified (the “Offer”);


 


WHEREAS, the
Offer is conditioned upon, among other things, certain proposed amendments to
the Securities and the Indenture (the “Proposed Amendments”) having been
approved by at least a majority in outstanding principal amount of the Securities
(and a supplemental indenture in respect thereof having been executed and
delivered), with the effectiveness of such Proposed Amendments being subject
only to the acceptance for payment by the Company pursuant to the Offer of a
majority in aggregate principal amount of the outstanding Securities (the
“Acceptance”);


 


WHEREAS, the
Company has received and delivered to the Trustee the requisite consents to
effect the Proposed Amendments under the Indenture;


 


WHEREAS, the
Company has been authorized by a resolution of its Board of Directors to enter
into this Supplemental Indenture; and


 


WHEREAS, all
other acts and proceedings required by law, by the Indenture and by the
articles of incorporation and by-laws of the Company to make this Supplemental
Indenture a valid and binding agreement for the purposes expressed herein, in
accordance with its terms, have been duly done and performed;


 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt of
which is hereby acknowledged, the Company and the Trustee hereby agree as
follows:


 

















 


ARTICLE ONE


 


SECTION 1.01.      Definitions.


 


Capitalized
terms used in this Supplemental Indenture and not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture.


 


ARTICLE TWO


 


SECTION 2.01.      Elimination of Certain Definitions in
Article One.


 


(a)  Effective upon, and subject only to, the
Acceptance, Section 1.01 of the Indenture is amended by deleting the
definitions “Affiliate Transaction”, “Average Life”, “Designated Noncash
Consideration”, “Excluded Contributions”, “Net Available Cash”, “Net Cash
Proceeds”, “Refinancing Indebtedness”, “Restricted Payment” and “Successor
Company” contained therein in their entirety.


 


(b)  Effective upon, and subject only to, the
Acceptance, Section 1.02 of the Indenture is amended by deleting the
defined terms “Affiliate Transaction”, “Change of Control Offer” and “Successor
Company”.


 


SECTION 2.02.      Elimination of Certain Provisions of
Article Four.


 


Effective
upon, and subject only to, the Acceptance, Sections 4.01, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.13 of the Indenture are amended by
deleting the text of these Sections in their entirety and inserting in lieu
thereof the phrase [“intentionally omitted]”.


 


SECTION 2.03.      Elimination of Certain Provisions of
Article Five.


 


Effective
upon, and subject only to, the Acceptance, Article Five of the Indenture
is amended by deleting the text of the Article in its entirety and
inserting in lieu thereof the phrase “[intentionally omitted]”.


 


SECTION 2.04.      Elimination of Certain Provisions of
Article Six.


 


Effective
upon, and subject only to, the Acceptance, Section 6.01 of the Indenture
is amended by:


 


(1)  inserting the word “or” before number (2) in
Section 6.01; and


 


(2)  deleting the text of Sections 6.01(3),
6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) in their
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.


 


ARTICLE THREE


 


SECTION 3.01.      Continuing Effect of Indenture.


 


Except as
expressly provided herein, all of the terms, provisions and conditions of the
Indenture and the Securities outstanding thereunder shall remain in full force
and effect.


 


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SECTION 3.02.      Construction of Supplemental Indenture.


 


The
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture.  This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.


 


SECTION 3.03.      Trust Indenture Act Controls.


 


If any
provision of this Supplemental Indenture limits, qualifies or conflicts with
another provision of this Supplemental Indenture or the Indenture that is
required to be included by the Trust Indenture Act of 1939 as in force at the
date as of which this Supplemental Indenture is executed, the provision
required by said Act shall control.


 


SECTION 3.04.      Trustee Disclaimer.


 


The recitals
contained in this Supplemental Indenture shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Supplemental
Indenture.


 


SECTION 3.05.      Counterparts.


 


This
Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, as of the day and year first above written.


 


	
   

  	
  WEIGHT WATCHERS INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Robert W. Hollweg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. Hollweg

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General Counsel and

  Secretary

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO MINNESOTA BANK,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Michael T. Lechner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael T. Lechner

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 


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