EXHIBIT
10.1


 


AMENDMENT NO. 5


 


This AMENDMENT NO. 5, dated as of August 20, 2003
(this “Amendment Agreement”), is among WEIGHT WATCHERS INTERNATIONAL,
INC., a Virginia corporation (“WWI”), WW FUNDING CORP., a Delaware
corporation (the “SP1 Borrower”; the SP1 Borrower, together with WWI,
are collectively referred to as the “Borrowers”), the Lenders (such
term, and other terms used in this Amendment Agreement, to have the meanings
set forth or incorporated by reference in Part I below) and the Agents.


 


W I T N E S S
E T H:


 


WHEREAS, pursuant to the terms of the Third Amended
and Restated Credit Agreement, dated as of April 1, 2003 (as further
amended, supplemented or otherwise modified prior to the date hereof, the “Existing
Credit Agreement”), among the Borrowers, the various financial institutions
party thereto (the “Lenders”), Credit Suisse First Boston, as the
Syndication Agent, a Lead Arranger and a Book Manager, BHF (USA) Capital
Corporation and Fortis (USA) Finance LLC, as the Documentation Agents, and The
Bank of Nova Scotia, as the Administrative Agent, Paying Agent and Registration
Agent for the TLCs, and as a Lead Arranger, the Lenders made Credit Extensions
to the Borrowers; and


 


WHEREAS, the Borrowers have requested the Lenders and
the Agents to amend and restate the Existing Credit Agreement in its entirety
in the form attached hereto as Annex I and to amend the Existing Deed
Poll as set forth herein;


 


NOW, THEREFORE, in consideration of the
agreements herein contained, the Borrowers, the Lenders and the Agents hereby
agree as follows:


 


PART I

DEFINITIONS


 


SUBPART 1.1.  Certain Definitions.  The following terms (whether or not
underscored) when used in this Amendment Agreement shall have the following
meanings (such meanings to be equally applicable to the singular and plural
form thereof):


 


“Amendment Agreement” is defined in
the preamble.


 


“Credit Agreement” is defined in Subpart
2.1.


 


“Existing Credit Agreement” is defined
in the first recital.


 


“Existing Deed Poll” means the TLC
Deed Poll, dated as of September 29, 1999, among the SP1 Borrower and each
TLC Holder (as defined therein) as amended, amended and restated, supplemented
or otherwise modified prior to the date hereof.


 


“Fifth Amendment Effective Date” is
defined in Subpart 3.1.


 

















 


“Pro Forma Balance Sheet” is defined
in Subpart 3.1.6.


 


SUBPART 1.2.  Other Definitions.  Terms for which meanings are provided in the
Existing Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment Agreement with such meanings.


 


PART II

AMENDMENT AND RESTATEMENT OF THE

EXISTING CREDIT AGREEMENT AND AMENDMENT OF EXISTING DEED POLL


 


SUBPART 2.1.  Amendment and Restatement of Existing
Credit Agreement.  Effective on (and
subject to the occurrence of) the Fifth Amendment Effective Date, the Existing
Credit Agreement shall be and is hereby amended and restated in its entirety to
read as set forth in Annex I (the Existing Credit Agreement, as so
amended and restated by this Amendment Agreement, being referred to as the “Credit
Agreement”), and as so amended and restated is hereby ratified, approved
and confirmed in every respect.  The
rights and obligations of the parties to the Existing Credit Agreement with
respect to the period prior to the Fifth Amendment Effective Date shall not be
affected by such amendment and restatement.


 


SUBPART 2.2.  Amendment of Existing Deed Poll.  Effective on (and subject to the occurrence
of) the Fifth Amendment Effective Date, the Existing Deed Poll is hereby
amended as set forth in this Subpart.


 


(a)           The
definition of “Floating Rate” appearing in Section 1.1 of the Existing
Deed Poll is amended by deleting each occurrence of the phrase “Term-B Loan”
appearing therein and inserting in its place the phrase “Additional Term B
Loan”.


 


(b)           The
definition of “TLC Holder” appearing in Section 1.1 of the Existing Deed
Poll is amended in its entirety to read as follows:


 


“TLC
Holder” means, in
respect of a TLC at any time, each TLC Lender, Additional TLC Lender and/or the
person whose name is inscribed in the Register as the holder of that TLC and
who has rights against the SPI Borrower under, and has the benefit of, this
Deed Poll in respect of that TLC


 


PART III

CONDITIONS TO EFFECTIVENESS


 


SUBPART 3.1.  Effective Date.  This Amendment Agreement (and the
resulting  amendment and restatement of
the Existing Credit Agreement) shall become effective on the date (the “Fifth
Amendment Effective Date”) when all of the conditions set forth in this
Part have been satisfied.


 


SUBPART 3.1.1  Execution of Counterparts.  The Administrative Agent shall have received
counterparts of this Amendment Agreement executed on behalf of the Borrowers,
the


 


2

















 


Required
Lenders and each Lender with a Commitment to make Additional Term B Loans and
the Additional TLCs pursuant to (and as defined in) the Credit Agreement.


 


SUBPART 3.1.2  Resolutions, etc.  The Administrative Agent shall have received
from each Borrower a certificate, dated the Fifth Amendment Effective Date, of
its Secretary or Assistant Secretary (or Authorized Officer serving a similar
function, in the case of other than a corporation) as to:


 


(a)  resolutions of such Borrower’s Board of
Directors (or other similar governing body) then in full force and effect
authorizing, as applicable, the execution, delivery and performance of this
Amendment Agreement, the Additional Term B Notes and the Additional TLCs (as
defined in the Credit Agreement) and each other Loan Document to be executed by
such Borrower; and


 


(b)  the incumbency and signatures of such
Borrower’s Authorized Officers authorized to execute and deliver this Amendment
Agreement, the Additional Term B Notes and the Additional TLC Purchase Requests
(as defined in the Credit Agreement) and each other Loan Document to be
executed by such Borrower;


 


upon which certificate each Lender may conclusively
rely until each such Lender shall have received a further certificate of such
Borrower canceling or amending the prior certificate.


 


SUBPART 3.1.3  Effective Date Certificate.  The Administrative Agent shall have received
a certificate substantially in the form of Exhibit A hereto, dated the
Fifth Amendment Effective Date and duly executed and delivered by the chief
executive, financial or accounting (or equivalent) Authorized Officer of each
Borrower.


 


SUBPART 3.1.4  Delivery of Notes and Purchase Requests.  The Administrative Agent shall have
received, for the account of each Lender that has requested an Additional Term
B Note, if any, such Lender’s Additional Term B Note, duly executed and
delivered by an Authorized Officer of WWI.


 


SUBPART 3.1.5  Affirmation and Consent.  The Administrative Agent shall have received
an affirmation and consent, dated as of the Fifth Amendment Effective Date and
duly executed by an Authorized Officer of each Guarantor, in form and substance
satisfactory to the Administrative Agent.


 


SUBPART 3.1.6  Financial Information, Compliance
Certificate etc.  The Administrative
Agent shall have received a (a) pro  forma unaudited condensed
consolidated balance sheet of WWI and its Subsidiaries, as of June 30,
2003 for WWI (the “Pro Forma Balance Sheet”), certified by the chief
financial or accounting Authorized Officer of WWI, giving effect to the
consummation of the Transaction (as defined in the Credit Agreement) and (b)
Compliance Certificate for the four full Fiscal Quarters immediately preceding
the Transaction giving pro  forma effect to the consummation of
the Transaction and evidencing compliance with the financial covenants set
forth in Sections 7.2.4 and 7.2.6 of the Credit Agreement, which, in each case,
shall be satisfactory in all respects to the Agents.


 


3

















 


SUBPART 3.1.7  Opinions of Counsel.  The Administrative Agent shall have received
opinions, dated the Fifth Amendment Effective Date and addressed to the
Administrative Agent and all Lenders, from:


 


(a)
Simpson Thacher & Bartlett LLP, special New York counsel to the Borrowers
and each Obligor, in form and substance satisfactory to the Administrative
Agent; and


 


(b)
Hunton & Williams, special Virginia counsel to WWI, in form and substance
satisfactory to the Administrative Agent.


 


SUBPART 3.1.8  Transaction Documents; Consummation of
Transaction.  The Administrative
Agent shall have received (a) upon request, all documents and instruments
delivered in connection with the consummation of the Transaction and all
agreements related thereto (collectively, the “Transaction Documents”),
all which shall be in form and substance satisfactory to the Agents and (b)
evidence satisfactory to the Agents that all actions necessary to consummate
the Transaction shall have been taken in accordance with all applicable laws
and in accordance with the terms of each applicable Transaction Document,
without amendment or waiver of any material provision thereof and that the
Transaction was in fact consummated on terms and conditions satisfactory to the
Agents.


 


SUBPART 3.1.9 Required
Approvals.  The Administrative Agent
shall be satisfied that all material governmental and third party approvals
necessary or advisable in connection with the Transaction, the financing
contemplated hereby and the continuing operations of WWI and its Subsidiaries
have been duly obtained and are in full force and effect, and that all
applicable waiting periods have expired without any action being taken or
threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the Transaction or the financing
thereof.


 


SUBPART 3.1.10  Litigation; Proceedings.  The Administrative Agent shall be satisfied
that there does not exist any restraining order, injunction or other pending or
threatened litigation, proceedings or investigations which (a) contests any
aspect of the Transaction or (b) could reasonably be expected to have a
material adverse effect on any of the consolidated business, financial
conditions or results of operations of WWI and its Subsidiaries, taken as a
whole.


 


PART IV

REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders and the Agents to enter into
this Amendment Agreement (and the resulting amendment and restatement of the
Existing Credit Agreement), continue the Credit Extensions outstanding on the
Fifth Amendment Effective Date as Credit Extensions under (and as defined in)
the Credit Agreement and to make additional Credit Extensions (including the
Additional Term B Loans and the Additional TLCs) from time to time on and after
the Fifth Amendment Effective Date under the terms of the Credit Agreement, the
Borrowers represent and warrant to the Lenders and the Agents as set forth
below.


 


4

















 


SUBPART 4.1.  Validity, etc.  This Amendment Agreement (and the resulting
amendment and restatement of the Existing Credit Agreement in the form attached
hereto as Annex I hereto) constitutes the legal, valid and binding
obligation of each Borrower enforceable in accordance with its terms subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.


 


SUBPART 4.2.  Representations and Warranties, etc.  Both before and after giving effect to this
Amendment Agreement, the representations and warranties contained in
Section 5.2.1 of the Credit Agreement are true and correct in all material
respects, as of the date hereof with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such representations
and warranties were true and correct in all material respects as of such
earlier date).


 


SUBPART 4.3.  Liens Unimpaired.  After giving effect to this Amendment
Agreement and the incurrence of the Additional Term B Loans and the Additional
TLCs, neither the modification of the Existing Credit Agreement effected
pursuant to this Amendment Agreement nor the execution, delivery, performance
or effectiveness of this Amendment Agreement and the incurrence of the Debt
represented by the Additional Term B Loans and the Additional TLCs:


 


(a)  impairs
the validity, effectiveness or priority of the Liens granted in favor of the
Secured Parties pursuant to the Loan Documents, and such Liens continue
unimpaired with the same priority to secure repayment of all Obligations
(including any Obligations arising in connection with the making of the
Additional Term B Loans and the Additional TLCs), whether heretofore or hereafter
incurred; or


 


(b)  requires
that any new filings be made or other action taken to perfect or to maintain
the perfection of such Liens.


 


PART V

MISCELLANEOUS


 


SUBPART 5.1.  Cross-References.  References in this Amendment Agreement to
any Part or Subpart are, unless otherwise specified or otherwise required by
the context, to such Part or Subpart of this Amendment Agreement.


 


SUBPART 5.2.  Loan Document Pursuant to Existing Credit
Agreement.  This Amendment Agreement
is a Loan Document executed pursuant to the Existing Credit Agreement and shall
be construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement and, after the Fifth Amendment
Effective Date, the Credit Agreement.


 


SUBPART 5.3.  Successors and Assigns.  This Amendment Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


5

















 


SUBPART 5.4.  Counterparts.  This Amendment Agreement may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which together shall
constitute but one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Amendment Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment Agreement.


 


SUBPART 5.5.  Governing Law.  THIS AMENDMENT AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


6

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment Agreement to be executed by their
respective officers thereunto duly authorized as of the date first above
written.


 


	
   

  	
  WEIGHT
  WATCHERS INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Linda Huett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda Huett

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WW FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert W. Hollweg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. Hollweg

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
						



 


7

















 


	
   

  	
  THE
  BANK OF NOVA SCOTIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Brian S. Allen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian
  S. Allen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, acting through

  its Cayman Islands Branch

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Bill O’Daly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bill
  O’Daly

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Jay Chall

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jay
  Chall

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEIN
  ROE & FARNHAM CLO I LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Columbia
  Management Advisors, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  (f/k/a
  Stein Roe & Farnham Incorporated), as

  Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kathleen
  A. Zarn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AURUM
  CLO 2002-1 LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Columbia
  Management Advisors, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  (f/k/a
  Stein Roe & Farnham Incorporated), as

  Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kathleen
  A. Zarn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
											



 

















 


	
   

  	
  CARLYLE
  HIGH YIELD PARTNERS II, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Linda Pace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda
  Pace

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARLYLE
  HIGH YIELD PARTNERS III, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Linda Pace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda
  Pace

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARLYLE
  HIGH YIELD PARTNERS IV, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Linda Pace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda
  Pace

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JACKSON
  NATIONAL LIFE INSURANCE

  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PPM
  AMERICA, INC., as attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David C. Wagner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  C. Wagner

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VENTURE
  CDO 2002, LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Barclays
  Capital Asset Management Limited,

  its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Barclays
  Bank PLC, New York Branch,

  its Sub-Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael G. Regan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael
  G. Regan

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
															



 

















 


	
   

  	
  VENTURE
  II CDO 2002, LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Barclays
  Bank PLC, New York Branch, its

  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael G. Regan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Michael
  G. Regan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Gavin D. Young

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gavin
  D. Young

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Account
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FORTIS
  CAPITAL CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Douglas
  Riani

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas Riani

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John Reneta

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Reneta

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  METROPOLITAN
  LIFE INSURANCE

  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James R.
  Dingler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James R. Dingler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MADISON
  AVENUE CDO I, LIMITED

  	
   

  
	
   

  	
  By:

  	
  Metropolitan
  Life Insurance Company as

  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David W.
  Farrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David W. Farrell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
												



 

















 


	
   

  	
  CITADEL
  HILL 2000-1 LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Alex Clarke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alex Clarke

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUMBULL
  THC, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David G.
  Parker

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David G. Parker

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  PROVIDENT BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Marshall M.
  Stuart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marshall M.
  Stuart

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEQUILS
  I, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TCW
  Advisors, Inc., as its Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard F. Kurth

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  F. Kurth

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jonathan
  R. Insull

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEQUILS
  IV, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TCW
  Advisors, Inc., as its Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard F. Kurth

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  F. Kurth

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jonathan
  R. Insull

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
															



 

















 


	
   

  	
  C-SQUARED
  CDO LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TCW
  Advisors, Inc., as its Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard F. Kurth

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  F. Kurth

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  SUMITOMO TRUST & BANKING CO.,

  LTD., New York Branch

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Elizabeth A.
  Quirk

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth A.
  Quirk

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APEX
  (IDM) CDO I, LTD.

  
	
   

  	
  ELC
  (CAYMAN) LTD.

  
	
   

  	
  ELC
  (CAYMAN) LTD. CDO SERIES 1999-I

  
	
   

  	
  ELC
  (CAYMAN) LTD. 1999-II

  
	
   

  	
  ELC
  (CAYMAN) LTD. 1999-III

  	
   

  
	
   

  	
  ELC
  (CAYMAN) LTD. 2000-I

  	
   

  
	
   

  	
  TRYON
  CLO LTD. 2000-I

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  David
  L. Babson & Company Inc., as

  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn Duffy

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Glenn Duffy

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF MONTREAL

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ S. Valia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  S. Valia

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
															



 

















 


	
   

  	
  GULF
  STREAM-COMPASS CLO 2002-1, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gulf
  Stream Asset Management LLC, as

  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Barry K. Love

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Barry K. Love

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Credit
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PB
  CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Tyler J.
  McCarthy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tyler J.
  McCarthy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew
  Shipman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew Shipman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PPM
  SHADOW CREEK FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Anne E. Morris

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anne
  E. Morris

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PPM
  SPYGLASS FUNDING TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Anne E. Morris

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anne
  E. Morris

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VAN
  KAMPEN SENIOR INCOME TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Van
  Kampen Investment Advisory Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brad Langs

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brad
  Langs

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  	
   

  
											



 

















 


	
   

  	
  VAN
  KAMPEN CLO II, LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Van
  Kampen Investment Advisory Corp., as

  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William Lenga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  Lenga

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAVARIA
  TRR CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lori Gehron

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lori Gehron

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH
  CNC LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH
  CRESCENT LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH
  CRESCENT-2 LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH
  CRESCENT-3 LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
										



 

















 


	
   

  	
  KZH
  PONDVIEW LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH
  WATERSIDE LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hi Hua

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIDELITY
  ADVISOR SERIES II: FIDELITY

  ADVISOR FLOATING RATE HIGH INCOME

  FUND (161)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mark
  Osterheld

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Osterheld

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  	
   

  
						



 

















 


ANNEX I


 


 


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),


 


among


 


 


WEIGHT WATCHERS INTERNATIONAL, INC.,

as a Borrower,


 


 


WW FUNDING CORP.,

as the SP1 Borrower,


 


 


VARIOUS FINANCIAL INSTITUTIONS,

as the Lenders,


 


 


CREDIT SUISSE FIRST BOSTON,

as the Syndication Agent,

a Lead Arranger and a Book Manager,


 


BHF (USA) CAPITAL CORPORATION, and

FORTIS (USA) FINANCE LLC, 

as the Documentation Agents, and


 


THE BANK OF NOVA SCOTIA,

as the Administrative Agent,

a Lead Arranger and a Book Manager.


 

















 


Table of Contents


 


	
  ARTICLE I

  	
  DEFINITIONS
  AND ACCOUNTING TERMS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1.

  	
  Defined Terms

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.2.

  	
  Use of Defined Terms

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.3.

  	
  Cross-References

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.4.

  	
  Accounting and
  Financial Determinations

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.5.

  	
  Currency Conversions

  
	
   

  
	
  ARTICLE II

  	
  CONTINUATION OF CERTAIN EXISTING LOANS,
  COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES, LETTERS OF CREDIT AND
  ADDITIONAL TLC PROVISIONS

  
	
   

  
	
   

  	
  SECTION 2.1.

  	
  Loan Commitments

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.1.

  	
  Continuation
  of Existing Term A Loans; Term Loan Commitments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.2.

  	
  Revolving
  Loan Commitment and Swing Line Loan Commitment

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.3.

  	
  Letter of Credit Commitment

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.4.

  	
  Lenders
  Not Permitted or Required to Make Loans

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.5.

  	
  Issuer
  Not Permitted or Required to Issue Letters of Credit

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.1.6.

  	
  Designated Additional Loans

  
	
   

  	
   

  
	
   

  	
  SECTION 2.2.

  	
  Reduction of the
  Commitment Amounts

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.2.1.

  	
  Optional

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.2.2.

  	
  Mandatory

  
	
   

  	
   

  
	
   

  	
  SECTION 2.3.

  	
  Borrowing
  Procedures and Funding Maintenance

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.3.1.

  	
  Term Loans and Revolving
  Loans

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.3.2.

  	
  Swing Line Loans

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.4.

  	
  Continuation and
  Conversion Elections

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.5.

  	
  Funding

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.6.

  	
  Issuance Procedures

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.6.1.

  	
  Other Lenders’
  Participation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.6.2.

  	
  Disbursements;
  Conversion to Revolving Loans

  
							



 


i

















 


	
   

  	
   

  	
  SECTION 2.6.3.

  	
  Reimbursement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.6.4.

  	
  Deemed Disbursements

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 2.6.5.

  	
  Nature of
  Reimbursement Obligations

  
	
   

  	
   

  
	
   

  	
  SECTION 2.7.

  	
  Notes

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.8.

  	
  Registered Notes

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.9.

  	
  Additional TLC Facility

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.10.

  	
  Extension
  of Revolving Loan Commitment Termination Date

  
	
   

  
	
  ARTICLE III

  	
  REPAYMENTS, PREPAYMENTS, INTEREST AND
  FEES

  
	
   

  
	
   

  	
  SECTION 3.1.

  	
  Repayments and
  Prepayments; Application

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.1.1.

  	
  Repayments and Prepayments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.1.2.

  	
  Application

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.2.

  	
  Interest Provisions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.2.1.

  	
  Rates

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.2.2.

  	
  Post-Maturity Rates

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.2.3.

  	
  Payment Dates

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.3.

  	
  Fees

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.3.1.

  	
  Commitment Fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.3.2.

  	
  Administrative Agent’s Fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 3.3.3.

  	
  Letter of Credit Fee

  
	
   

  
	
  ARTICLE IV

  	
  CERTAIN LIBO RATE AND OTHER PROVISIONS

  
	
   

  
	
   

  	
  SECTION 4.1.

  	
  LIBO Rate Lending Unlawful

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.2.

  	
  Deposits Unavailable

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.3.

  	
  Increased LIBO Rate
  Loan Costs, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.4.

  	
  Funding Losses

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.5.

  	
  Increased Capital Costs

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.6.

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.7.

  	
  Payments, Computations, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.8.

  	
  Sharing of Payments

  
							



 


ii

















 


	
   

  	
  SECTION 4.9.

  	
  Setoff

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.10.

  	
  Mitigation

  
	
   

  
	
  ARTICLE V

  	
  CONDITIONS TO EFFECTIVENESS AND TO
  FUTURE CREDIT EXTENSIONS

  
	
   

  
	
   

  	
  SECTION 5.1.

  	
  Conditions
  Precedent to the Effectiveness of this Agreement and Making of Credit
  Extensions

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.2.

  	
  All Credit Extensions

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 5.2.1.

  	
  Compliance
  with Warranties, No Default, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 5.2.2.

  	
  Credit Extension Request

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 5.2.3.

  	
  Satisfactory Legal Form

  
	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  
	
   

  	
  SECTION 6.1.

  	
  Organization, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.2.

  	
  Due
  Authorization, Non-Contravention, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.3.

  	
  Government
  Approval, Regulation, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.4.

  	
  Validity, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.5.

  	
  Financial Information

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.6.

  	
  No Material Adverse Change

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.7.

  	
  Litigation, Labor
  Controversies, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.8.

  	
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.9.

  	
  Ownership of Properties

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.10.

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.11.

  	
  Pension and Welfare Plans

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.12.

  	
  Environmental Warranties

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.13.

  	
  Regulations U and X

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.14.

  	
  Accuracy of Information

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.15.

  	
  Seniority of Obligations,
  etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.16.

  	
  Solvency

  
	
   

  
	
  ARTICLE VII

  	
  COVENANTS

  
	
   

  
	
   

  	
  SECTION 7.1.

  	
  Affirmative Covenants

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.1.

  	
  Financial
  Information, Reports, Notices, etc

  
								



 


iii

















 


	
   

  	
   

  	
  SECTION 7.1.2.

  	
  Compliance with Laws, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.3.

  	
  Maintenance of Properties

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.4.

  	
  Insurance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.5.

  	
  Books and Records

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.6.

  	
  Environmental Covenant

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.7.

  	
  Future Subsidiaries

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.8.

  	
  Future
  Leased Property and Future Acquisitions of Real Property

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.1.9.

  	
  Use of Proceeds, etc

  
	
   

  	
   

  
	
   

  	
  SECTION 7.2.

  	
  Negative Covenants

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.1.

  	
  Business Activities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.2.

  	
  Indebtedness

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.3.

  	
  Liens

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.4.

  	
  Financial Condition

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.5.

  	
  Investments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.6.

  	
  Restricted Payments, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.7.

  	
  Capital Expenditures, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.8.

  	
  Consolidation, Merger, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.9.

  	
  Asset Dispositions, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.10.

  	
  Modification of
  Certain Agreements

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.11.

  	
  Transactions with
  Affiliates

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.12.

  	
  Negative
  Pledges, Restrictive Agreements, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.13.

  	
  Stock of Subsidiaries

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.14.

  	
  Sale and Leaseback

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.15.

  	
  Fiscal Year

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 7.2.16.

  	
  Designation of
  Senior Indebtedness

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.3.

  	
  Maintenance of
  Separate Existence

  
	
   

  
	
  ARTICLE VIII

  	
  GUARANTY

  
	
   

  
	
   

  	
  SECTION 8.1.

  	
  The Guaranty

  
						



 


iv

















 


	
   

  	
  SECTION 8.2.

  	
  Guaranty Unconditional

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.3.

  	
  Reinstatement in Certain Circumstances

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.4.

  	
  Waiver

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.5.

  	
  Postponement of Subrogation, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.6.

  	
  Stay of Acceleration

  
	
   

  
	
  ARTICLE IX

  	
  EVENTS OF DEFAULT

  
	
   

  
	
   

  	
  SECTION 9.1.

  	
  Listing of Events of Default

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.1.

  	
  Non-Payment of Obligations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.2.

  	
  Breach of Warranty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.3.

  	
  Non-Performance of Certain Covenants
  and Obligations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.4.

  	
  Non-Performance of Other Covenants
  and Obligations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.5.

  	
  Default on Other Indebtedness

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.6.

  	
  Judgments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.7.

  	
  Pension Plans

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.8.

  	
  Change in Control

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.9.

  	
  Bankruptcy, Insolvency, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.10.

  	
  Impairment of Security, etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.11.

  	
  Senior Subordinated Notes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 9.1.12.

  	
  Redemption

  
	
   

  	
   

  
	
   

  	
  SECTION 9.2.

  	
  Action if Bankruptcy, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.3.

  	
  Action if Other Event of Default

  
	
   

  
	
  ARTICLE X

  	
  THE AGENTS

  
	
   

  
	
   

  	
  SECTION 10.1.

  	
  Actions

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.2.

  	
  Funding Reliance, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.3.

  	
  Exculpation

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.4.

  	
  Successor

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.5.

  	
  Credit Extensions by each Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.6.

  	
  Credit Decisions

  
						



 


v

















 


	
   

  	
  SECTION 10.7.

  	
  Copies, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.8.

  	
  Reliance by the Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.9.

  	
  Defaults

  
	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS PROVISIONS

  
	
   

  
	
   

  	
  SECTION 11.1.

  	
  Waivers, Amendments, etc

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.2.

  	
  Notices

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.3.

  	
  Payment of Costs and Expenses

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.4.

  	
  Indemnification

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.5.

  	
  Survival

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.6.

  	
  Severability

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.7.

  	
  Headings

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.8.

  	
  Execution in Counterparts

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.9.

  	
  Governing Law; Entire Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.10.

  	
  Successors and Assigns

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.11.

  	
  Sale and Transfer of Loans and
  Notes; Participations in Loans, Notes and Additional TLCs

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 11.11.1.

  	
  Assignments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 11.11.2.

  	
  Participations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECTION 11.11.3.

  	
  Register

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.12.

  	
  Other Transactions

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.13.

  	
  Forum Selection and Consent to
  Jurisdiction

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.14.

  	
  Waiver of Jury Trial

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.15.

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.16.

  	
  Judgment Currency

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.17.

  	
  Release of Security Interests

  
	
   

  	
   

  	
   

  
	 
	
  SCHEDULE I

  	
  -

  	
  Disclosure Schedule

  
	 
	
  SCHEDULE II

  	
  -

  	
  Commitments and Percentages

  
	 
	
  SCHEDULE III

  	
  -

  	
  Notice Information, Domestic Offices
  and LIBOR Offices

  
									



 


vi

















 


	
  EXHIBIT A-1

  	
  -

  	
  Form of Revolving Note

  
	
  EXHIBIT A-2

  	
  -

  	
  Form of Swing Line Note

  
	
  EXHIBIT A-3

  	
  -

  	
  Form of Term A Note

  
	
  EXHIBIT A-4

  	
  -

  	
  Form of Additional TLC

  
	
  EXHIBIT A-5

  	
  -

  	
  Form of Additional Term B Note

  
	
  EXHIBIT A-6

  	
  -

  	
  Form of Registered Note

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B-1

  	
  -

  	
  Form of Borrowing Request

  
	
  EXHIBIT B-2

  	
  -

  	
  Form of Issuance Request

  
	
  EXHIBIT B-3

  	
  -

  	
  Form of Additional TLC Purchase Request

  
	
  EXHIBIT C

  	
  -

  	
  Form of Continuation/Conversion Notice

  
	
  EXHIBIT D

  	
   

  	
  Form of Lender Assignment Agreement

  
	
  EXHIBIT E

  	
  -

  	
  Form of Compliance Certificate

  



 


vii

















 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


 


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 Arranger”, respectively) and as Issuer (as defined below) for
the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Third Amended and Restated
Credit Agreement, dated as of April 1, 2003 (as amended or otherwise
modified prior to the date hereof, the “Existing Credit Agreement”),
among the Borrowers, certain financial institutions and other Persons from time
to time party thereto (the “Existing Lenders”) and the Agents, the
Existing Lenders made or continued the following extensions of credit to the
Borrowers which currently remain outstanding on the Effective Date in the
amounts set forth below:


 


(a)  the term A loans existing on the date
thereof (the “Existing Term A Loans”) continued to remain outstanding as
Term A Loans thereunder and are outstanding on the Effective Date in an
aggregate principal amount of $29,956,466.33;


 


(b)  the term B facility existing on the date
thereof consisting of (i) a tranche of term B loans (the “Existing Term B Loans”)
which continued to remain outstanding as Term B Loans thereunder and are
outstanding on the Effective Date in an aggregate principal amount of
$82,938,709.10 and (ii) TLCs (the “Existing TLCs”) which continued to
remain outstanding as TLCs thereunder and are outstanding on the Effective Date
in an aggregate principal amount of $49,148,865.02;


 


(c)  a new term D loan was made (the “Existing
Term D Loans”) of which an aggregate principal amount of $72,585,908.10 is
outstanding on the Effective Date;


 


(d)  the continuation of the revolving loans (the
“Existing Revolving Loans”) and the swing line loans (the “Existing
Swing Line Loans”; together with the Existing Term A Loans, the Existing
Term B Loans, the Existing Term D Loans, the Existing Revolving Loans and the
Existing TLCs, the “Existing Loans”) to the Borrowers;


 


WHEREAS, WWI intends to consummate the tender (the “Tender
Offer”) of up to all of the Senior Subordinated Notes;


 

















 


WHEREAS, in connection with the Tender Offer and the
ongoing working capital and general corporate needs of the Borrowers, the
Borrowers desire to, among other things continue the Existing Loans (other than
the Existing Term B Loans, Existing TLCs and Existing Term D Loans) as Loans
under this Agreement and maintain and obtain the Commitments to make Credit
Extensions set forth herein;


 


WHEREAS, the Borrowers have requested that the
Existing Credit Agreement be amended and restated in its entirety to become
effective and binding on the Borrowers pursuant to the terms of this Agreement
and Amendment No. 5 (the “Amendment Agreement”) to the Existing Credit
Agreement of even date herewith, and the Lenders (including the Existing
Lenders) have agreed (subject to the terms of the Amendment Agreement) to amend
and restate the Existing Credit Agreement in its entirety to read as set forth
in this Agreement, and it has been agreed by the parties to the Existing Credit
Agreement that (a) the commitments which the Existing Lenders have agreed to
extend to the Borrowers under the Existing Credit Agreement shall be extended
or advanced upon the amended and restated terms and conditions contained in
this Agreement and (b) the Existing Revolving Loans, Existing Swing Line Loans,
Existing Term A Loans and other Obligations (as defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement (other than the
Existing Term B Loans, Existing TLCs and Existing Term D Loans) shall be
governed by and deemed to be outstanding under the amended and restated terms
and conditions contained in this Agreement, with the intent that the terms of
this Agreement shall supersede the terms of the Existing Credit Agreement (each
of which shall hereafter have no further effect upon the parties thereto, other
than as referenced herein and other than for accrued fees and expenses, and
indemnification provisions, accrued and owing under the terms of the Existing
Credit Agreement on or prior to the date hereof or arising (in the case of an
indemnification) under the terms of the Existing Credit Agreement, in each case
to the extent provided for in the Existing Credit Agreement); provided,
that any Rate Protection Agreements with any one or more Existing Lenders (or
their respective Affiliates) shall continue unamended and in full force and
effect;


 


WHEREAS, the Borrowers desire to obtain or continue
the following financing facilities from the Lenders as set forth below:


 


(a)  the Existing Term A Loans shall
continue to remain outstanding as Term A Loans hereunder in an aggregate
principal amount of $29,956,466.33;


 


(b)  the Existing Term B Loans, Existing
Term D Loans and Existing TLCs shall be refinanced (the “Current
Refinancing”; and together with the Tender Offer, the “Transaction”)
with a new term B facility consisting of (i) a tranche of Additional
Term B Loans hereunder in an aggregate principal amount of $382,851,135.00
and (ii) Additional TLCs in an aggregate principal amount of
$49,148,865.00;


 


(c)  a revolving loan commitment (to include
availability for revolving loans, swing line loans and letters of credit)
pursuant to which Borrowings of revolving loans are and will continue to be
made to the Borrowers from time to time as set forth herein;


 


2

















 


(d)  a letter of credit commitment pursuant to
which the Issuer will continue to issue letters of credit for the account of
the Borrowers or any of their Subsidiaries (as defined below) from time to
time;


 


WHEREAS, all Obligations shall continue to be and
shall be guaranteed pursuant to the Subsidiary Guaranty executed and delivered
by each Subsidiary party thereto required to do so under the Existing Credit
Agreement and secured pursuant to the Security Agreements executed and
delivered by the Borrowers and the applicable Subsidiaries pursuant to the
Existing Credit Agreement; and


 


WHEREAS, the Lenders and the
Issuer are willing, on the terms and subject to the conditions set forth in the
Amendment Agreement and hereinafter set forth, to so amend and restate the
Existing Credit Agreement
and to maintain or extend such Commitments and make such Loans to the Borrowers
and issue or maintain (or participate in) Letters of Credit for the account of
the Borrowers;


 


NOW, THEREFORE, the parties hereto hereby agree to
amend and restate the Existing Credit Agreement, and the Existing Credit
Agreement is amended and restated in its entirety as set forth herein.


 


ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


 


SECTION 1.1.  Defined Terms.  The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):


 


“Acquisition” means the acquisition by WWI or
one of its Subsidiaries of certain of the business and assets of The WW Group
Inc., a Pennsylvania corporation, The WW Group West L.L.C., a Delaware limited
liability company and The WW Group East L.L.C., a Michigan limited liability
company (collectively, the “Sellers”), which will include Weight
Watchers franchise numbers 11, 23, 39, 40, 60, 64, 73, 77 and 302 and was
consummated on April 1, 2003.


 


“Additional Term B Loan”
is defined in clause (b) of Section 2.1.1.


 


“Additional Term B Loan
Commitment” is defined in clause (b)
of Section 2.1.1.


 


“Additional Term B Loan
Commitment Amount” means $382,851,135.00.


 


“Additional Term B Loan Lender” means any
Lender which has a Percentage of the Additional Term B Loan Commitment Amount.


 


“Additional Term B Note” means a promissory
note of WWI, payable to the order of any Lender, in the form of Exhibit A-5
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of WWI to


 


3

















 


such Lender resulting from
outstanding Additional Term B Loans (including Designated Additional Term B
Loans), and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.


 


“Additional TLC”
is defined in Section 2.9.


 


“Additional TLC
Commitment” is defined in Section 2.9.


 


“Additional TLC
Commitment Amount” means $49,148,865.00.


 


“Additional TLC Lender” means any Lender which
has a Percentage of the Additional TLC Commitment Amount.


 


“Additional TLC Purchase Request” means an
Additional TLC purchase request and certificate duly executed by an Authorized
Officer of the applicable Borrower, substantially in the form of Exhibit B-1
hereto.


 


“Administrative Agent” is defined in the preamble
and includes each other Person as shall have subsequently been appointed as the
successor Administrative Agent pursuant to Section 10.4.


 


“Affiliate” of any Person means any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or any committee
with responsibility for administering, any Plan).  A Person shall be deemed to be “controlled by” any other Person
if such other Person possesses, directly or indirectly, power


 


(a)           to
vote 15% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners; or


 


(b)           to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.


 


“Agents” means, collectively, the
Administrative Agent, the Syndication Agent and the Documentation Agents.


 


“Agreement” means, on any date, this Credit
Agreement, as amended and restated hereby and as further amended, supplemented,
amended and restated, or otherwise modified from time to time and in effect on
such date.


 


“Alternate Base Rate” means, on any date and
with respect to all Base Rate Loans, a fluctuating rate of interest per annum
equal to the higher of


 


(a)           the
rate of interest most recently established by the Administrative Agent at its
Domestic Office as its base rate for U.S. Dollar loans in the United States;
and


 


(b)           the
Federal Funds Rate most recently determined by the Administrative Agent plus
1/2 of 1%.


 


4

















 


The Alternate Base Rate is not necessarily intended to
be the lowest rate of interest determined by the Administrative Agent in
connection with extensions of credit. 
Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate.  The Administrative
Agent will give notice promptly to the Borrowers and the Lenders of changes in
the Alternate Base Rate.


 


“Amendment Agreement” is defined in the third
recital.


 


“Applicable Margin” means at all times,


 


(a)           with
respect to the unpaid principal amount of Existing Loans and Existing TLCs, the
applicable percentage set forth in the Existing Credit Agreement;


 


(b)           with
respect to the unpaid principal amount of Additional Term B Loans and
Additional TLCs maintained as a


 


(i)            Base
Rate Loan, 1.25% per annum; and


 


(ii)           LIBO
Rate Loan, 2.25% per annum;


 


(c)           with
respect to the unpaid principal amount of each Revolving Loan and Swing Line
Loans and each Term A Loan maintained as a Base Rate Loan at the applicable
percentage per annum set forth below under the column entitled “Applicable
Margin for Base Rate Loans”; and


 


(d)           with
respect to the unpaid principal amount of each Revolving Loan, and Swing Line
Loan and each Term A Loan maintained as a LIBO Rate Loan, at the applicable
percentage per annum set forth below under the column entitled “Applicable
Margin for LIBO Rate Loans”:


 


Applicable Margin for Revolving Loans, Swing Line
Loans and Term A Loans:


 


	
  Debt to EBITDA Ratio

  	
   

  	
  Applicable Margin

  for Base Rate Loans

  	
   

  	
  Applicable Margin

  for LIBO Rate Loans

  	
   

  
	
  Greater than
  or equal to 4.75 to 1.00

  	
   

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  
	
  Less than
  4.75 to 1.00 and greater than or equal to 4.25 to 1.00

  	
   

  	
  1.875

  	
  %

  	
  2.875

  	
  %

  
	
  Less than
  4.25 to 1.00 and greater than or equal to 3.75 to 1.00

  	
   

  	
  1.500

  	
  %

  	
  2.500

  	
  %

  
	
  Less than
  3.75 to 1.00 and greater than or equal to 3.25 to 1.00

  	
   

  	
  1.125

  	
  %

  	
  2.125

  	
  %

  
	
  Less than
  3.25 to 1.00

  	
   

  	
  0.750

  	
  %

  	
  1.750

  	
  %

  



 


The Debt to EBITDA Ratio used to compute the
Applicable Margin for Revolving Loans, Swing Line Loans and Term A Loans shall
be the Debt to EBITDA Ratio set forth in the Compliance Certificate most
recently delivered by WWI to the Administrative Agent pursuant to clause (c)
of Section 7.1.1; changes in the Applicable Margin for Revolving
Loans, Swing Line


 


5

















 


Loans, and Term A Loans resulting from a change in the Debt to EBITDA
Ratio shall become effective upon delivery by WWI to the Administrative Agent
of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1.  If WWI shall fail to deliver a Compliance
Certificate within the number of days after the end of any Fiscal Quarter as
required pursuant to clause (c) 
of Section 7.1.1 (without giving effect to any grace
period), the Applicable Margin for Revolving Loans, Swing Line Loans, and Term
A Loans from and including the first day after the date on which such
Compliance Certificate was required to be delivered to but not including the
date WWI delivers to the Administrative Agent a Compliance Certificate shall
conclusively equal the highest Applicable Margin for Revolving Loans, Swing
Line Loans, and Term A Loans set forth above. 
The Applicable Margin for Designated New Term Loans shall be determined
pursuant to Section 2.1.6.


 


“Assignee Lender”
is defined in Section 11.11.1.


 


“Australian Dollar” or “A$” means the
lawful money of Australia.


 


“Australian Guaranty” means the Guaranty, dated
September 29, 1999, by WW Australia, FPL and GB in favor of the
Administrative Agent, as amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with its terms.


 


“Australian Pledge Agreement” means the
Australian Share Mortgage Agreement, dated September 29, 1999, by WW
Australia and FPL in favor of the Administrative Agent, together with each
Supplement thereto delivered pursuant to clause (b) of Section 7.1.7,
as amended, amended and restated, supplemented or otherwise modified from time
to time pursuant to the terms thereof.


 


“Australian Security Agreement” means the
Security Agreement, dated September 29, 1999, by WW Australia, FPL and GB
in favor of the Administrative Agent, together with each Supplement thereto
delivered pursuant to clause (a) of Section 7.1.7, as
amended, amended and restated, supplemented or otherwise modified from time to
time pursuant to the terms thereof.


 


“Australian Subsidiary” means any Subsidiary
that is organized under the laws of Australia or any territory thereof.


 


“Authorized Officer” means, relative to any
Obligor, those of its officers whose signatures and incumbency shall have been
certified to the Administrative Agent and the Lenders in writing from time to
time.


 


“Average Life” means, as of the date of determination,
with respect to any Indebtedness, the quotient obtained by dividing:


 


(x)            the
sum of the products of numbers of years from the date of determination to the
dates of each successive scheduled principal payment of or redemption or
similar payment with respect to such Indebtedness multiplied by the amount of
such payment


 


6

















 


by


 


(y)           the
sum of all such payments.


 


“Base Amount”
is defined in Section 7.2.7.


 


“Base Rate Loan” means a Loan bearing interest
at a fluctuating rate determined by reference to the Alternate Base Rate.


 


“Borrowers” is defined in the preamble.


 


“Borrowing” means the Loans of the same type
and, in the case of LIBO Rate Loans, having the same Interest Period made by
the relevant Lenders on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.1.


 


“Borrowing Request” means a loan request and
certificate duly executed by an Authorized Officer of the applicable Borrower,
substantially in the form of Exhibit B-1 hereto.


 


“Business Day”
means


 


(a)           any
day which is neither a Saturday or Sunday nor a legal holiday on which banks
are authorized or required to be closed in New York City; and


 


(b)           relative
to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any
day on which dealings in U.S. Dollars are carried on in the London interbank
market.


 


“Capital Expenditures” means for any period,
the sum, without duplication, of


 


(a)           the
aggregate amount of all expenditures of WWI and its Subsidiaries for fixed or
capital assets made during such period which, in accordance with GAAP, would be
classified as capital expenditures; and


 


(b)           the
aggregate amount of all Capitalized Lease Liabilities incurred during such
period.


 


“Capital Securities” means, (i) any and
all shares, interests, participations or other equivalents of or interests in
(however designated) corporate stock, including shares of preferred or
preference stock, (ii) all partnership interests (whether general or
limited) in any Person which is a partnership, (iii) all membership
interests or limited liability company interests in any limited liability
company, and (iv) all equity or ownership interests in any Person of any
other type.


 


“Capitalized Lease Liabilities” means, without duplication,
all monetary obligations of WWI or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date


 


7

















 


of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty.


 


“Cash Equivalent
Investment” means, at any time:


 


(a)           any
evidence of Indebtedness, maturing not more than one year after such time,
issued or guaranteed by the United States Government;


 


(b)           commercial
paper, maturing not more than nine months from the date of issue, which is
issued by


 


(i)            a
corporation (other than an Affiliate of any Obligor) organized under the laws
of any state of the United States or of the District of Columbia and rated at
least A-l by S&P or P-l by Moody’s, or


 


(ii)           any
Lender which is an Eligible Institution (or its holding company);


 


(c)           any
certificate of deposit or bankers acceptance, maturing not more than one year
after such time, which is issued by either


 


(i)            a
commercial banking institution that is a member of the Federal Reserve System
and has a combined capital and surplus and undivided profits of not less than
$500,000,000, or


 


(ii)           any
Lender;


 


(d)           short-term
tax-exempt securities rated not lower than MIG-1/1+ by either Moody’s or
S&P with provisions for liquidity or maturity accommodations of 183 days or
less;


 


(e)           any
money market or similar fund the assets of which are comprised exclusively of
any of the items specified in clauses (a) through (d) above and
as to which withdrawals are permitted at least every 90 days; or


 


(f)            in
the case of any Subsidiary of WWI organized in a jurisdiction outside the
United States:  (i) direct
obligations of the sovereign nation (or any agency thereof) in which such
Subsidiary is organized and is conducting business or in obligations fully and
unconditionally guaranteed by such sovereign nation (or any agency thereof),
(ii) investments of the type and maturity described in clauses (a)
through (e) above of foreign obligors, which investments or obligors (or
the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign ratings agencies or
(iii) investments of the type and maturity described in clauses (a)
through (e) above of foreign obligors (or the parents of such obligors),
which investments or obligors (or the parents of such obligors) are not rated
as provided above but which are, in the reasonable judgment of WWI, comparable
in investment quality to such investments and obligors (or the parents of such
obligors); provided that the aggregate face amount


 


8

















 


outstanding
at any time of such investments of all foreign Subsidiaries of WWI made
pursuant to this clause (iii) does not
exceed $25,000,000.


 


“CERCLA” means the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended.


 


“CERCLIS” means the Comprehensive Environmental
Response Compensation Liability Information System List.


 


“Change in Control”
means


 


(a)           any
“person” or “group” (as such terms are used in Rule 13d-5 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and
Sections 13(d) and 14(d) of the Exchange Act) of persons (other than the
Permitted ARTAL Investor Group) becomes, directly or indirectly, in a single
transaction or in a related series of transactions by way of merger,
consolidation, or other business combination or otherwise, the “beneficial
owner” (as such term is used in Rule 13d-3 of the Exchange Act) of more
than 20% of the total voting power in the aggregate of all classes of Capital
Securities of WWI then outstanding entitled to vote generally in elections of
directors of WWI;


 


(b)           at
all times, as applicable, individuals who on the Effective Date constituted the
Board of Directors of WWI (together with any new directors whose election to
such Board or whose nomination for election by the stockholders of WWI was
approved by a member of the Permitted ARTAL Investor Group or a vote of 66.67%
of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of WWI then in office;


 


(c)           at
all times, as applicable, the failure of WWI to own, free and clear of all
Liens (other than in favor of the Administrative Agent pursuant to a Loan
Document), all of the outstanding shares of Capital Securities of each of (x)
UKHC1, UKHC2 and WW Australia (other than shares of Capital Securities issued
pursuant to a Local Management Plan), and (y) the SP1 Borrower, in each case on
a fully diluted basis; or


 


(d)           any
other event constituting a Change of Control (as defined in the Senior
Subordinated Note Indenture).


 


“Code” means the Internal Revenue Code of 1986,
as amended.


 


“Commitment” means, as the context may require,
a Lender’s Letter of Credit Commitment, Revolving Loan Commitment, Swing Line
Loan Commitment, Additional Term B Loan Commitment or Additional TLC
Commitment.


 


“Commitment Amount” means, as the context may
require, the Letter of Credit Commitment Amount, the Revolving Loan Commitment
Amount, the Swing Line Loan Commitment Amount, the Additional Term B Loan
Commitment Amount or the Additional TLC Commitment Amount.


 


9

















 


“Commitment Termination Date” means, as the
context may require, the Revolving Loan Commitment Termination Date, the
Additional Term B Loan Commitment Termination Date or the Additional TLC
Commitment Termination Date.


 


“Commitment Termination
Event” means


 


(a)           the
occurrence of any Event of Default described in clauses (a) through (d)
of Section 9.1.9; or


 


(b)           the
occurrence and continuance of any other Event of Default and either


 


(i)            the
declaration of the Loans and the Additional TLCs to be due and payable pursuant
to Section 9.3, or


 


(ii)           in
the absence of such declaration, the giving of notice by the Administrative
Agent, acting at the direction of the Required Lenders, to WWI that the
Commitments have been terminated.


 


“Compliance Certificate” means a certificate
duly completed and executed by the chief financial Authorized Officer of WWI,
substantially in the form of Exhibit E hereto.


 


“Contingent Liability” means any agreement,
undertaking or arrangement by which any Person guarantees, endorses or
otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the indebtedness, obligation or any other liability of
any other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person.  The
amount of any Person’s obligation under any Contingent Liability shall (subject
to any limitation set forth therein) be deemed to be the outstanding principal
amount (or maximum principal amount, if larger) of the debt, obligation or
other liability guaranteed thereby.


 


“Continuation/Conversion Notice” means a notice
of continuation or conversion and certificate duly executed by an Authorized
Officer of the applicable Borrower, substantially in the form of Exhibit C
hereto.


 


“Controlled Group” means all members of a
controlled group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common control which,
together with WWI, are treated as a single employer under Section 414(b)
or 414(c) of the Code or Section 4001 of ERISA.


 


“Copyright Security Agreement” means the
Copyright Security Agreement, dated September 29, 1999, delivered by WWI
and each of its U.S. Subsidiaries party thereto in favor of the Administrative
Agent, as amended, supplemented, amended and restated or otherwise modified.


 


10

















 


“Credit Extension” means, as the context may
require,


 


(a)           the
making of a Loan by a Lender; or


 


(b)           the
issuance of any Letter of Credit, or the extension of any Stated Expiry Date of
any previously issued Letter of Credit, by the Issuer; or


 


(c)           the
purchase of an Additional TLC by an Additional TLC Lender.


 


“Current Assets” means, on any date, without
duplication, all assets (other than cash) which, in accordance with GAAP, would
be included as current assets on a consolidated balance sheet of WWI and its
Subsidiaries at such date as current assets (excluding, however, amounts due
and to become due from Affiliates of WWI which have arisen from transactions
which are other than arm’s-length and in the ordinary course of its business).


 


“Current Liabilities” means, on any date,
without duplication, all amounts which, in accordance with GAAP, would be
included as current liabilities on a consolidated balance sheet of WWI and its
Subsidiaries at such date, excluding current maturities of Indebtedness.


 


“Current Refinancing” is defined in the fifth
recital.


 


“Debt” means the outstanding principal amount
of all Indebtedness of WWI and its Subsidiaries of the type referred to in clauses
(a), (b), (c) and (e) of the definition of
“Indebtedness” or any Contingent Liability in respect thereof.


 


“Debt to EBITDA Ratio” means, as of the last
day of any Fiscal Quarter, the ratio of


 


(a)           Debt
outstanding on the last day of such Fiscal Quarter


 


to


 


(b)           EBITDA
computed for the period consisting of such Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters.


 


“Default” means any Event of Default or any
condition, occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.


 


“Designated Additional Revolving Loan Commitments”
is defined in Section 2.1.6.


 


“Designated Additional Term A Loans” is defined
in Section 2.1.6.


 


“Designated Additional Term B Loans” is defined
in Section 2.1.6.


 


“Designated New Term Loans” is defined in Section 2.1.6.


 


“Designated Subsidiary” means The Weight
Watchers Foundation, Inc., a New York not-for-profit corporation.


 


“Disbursement”
is defined in Section 2.6.2.


 


11

















 


“Disbursement Date”
is defined in Section 2.6.2.


 


“Disbursement Due Date”
is defined in Section 2.6.2.


 


“Disclosure Schedule” means the Disclosure
Schedule attached hereto as Schedule I, as it may be amended,
supplemented or otherwise modified from time to time by the Borrowers with the
written consent of the Required Lenders.


 


“Disposition” (or correlative words such as
“Dispose”) means any sale, transfer, lease contribution or other conveyance
(including by way of merger) of, or the granting of options, warrants or other
rights to, any of WWI’s or its Subsidiaries’, assets (including accounts
receivable and Capital Securities of Subsidiaries) to any other Person (other
than to another Obligor) in a single transaction or series of transactions.


 


“Documentation Agents” is defined in the preamble.


 


“Domestic Office” means, relative to any
Lender, the office of such Lender designated as such on Schedule III
hereto or designated in the Lender Assignment Agreement or such other office of
a Lender (or any successor or assign of such Lender) within the United States
as may be designated from time to time by notice from such Lender, as the case
may be, to each other Person party hereto.


 


“EBITDA” means, for any applicable period, the
sum (without duplication) of


 


(a)           Net
Income,


 


plus


 


(b)           the
amount deducted, in determining Net Income, representing amortization of assets
(including amortization with respect to goodwill, deferred financing costs,
other non-cash interest and all other intangible assets),


 


plus


 


(c)           the
amount deducted, in determining Net Income, of all income taxes (whether paid
or deferred) of WWI and its Subsidiaries,


 


plus


 


(d)           Interest
Expense,


 


plus


 


(e)           the
amount deducted, in determining Net Income, representing depreciation of
assets,


 


12

















 


plus


 


(f)            an
amount equal to all non-cash charges deducted in arriving at Net Income,


 


plus


 


(g)           an
amount equal to all minority interest charges deducted in determining Net
Income (net of Restricted Payments made in respect of such minority interest),


 


plus


 


(h)           an
amount equal to the cash royalty payment received pursuant to the Warnaco
Agreement, to the extent not included in the calculation of Net Income,


 


plus


 


(i)            the
amount deducted, in determining Net Income, due to foreign currency translation
required by FASB 52 or FASB 133 arising after June 30, 1997,


 


plus


 


(j)            the
amount deducted in determining Net Income of expenses incurred in connection
with the Weighco Acquisition, the Acquisition and the Tender Offer,


 


minus


 


(k)           an
amount equal to the amount of all non-cash credits included in arriving at Net
Income.


 


“Effective Date” means the date on which all
the conditions precedent set forth in Article V have been satisfied
in the reasonable judgment of the Administrative Agent.


 


“Eligible Institution” means a financial
institution that either (a) has combined capital and surplus of not less than
$500,000,000 or its equivalent in foreign currency, whose long-term certificate
of deposit rating or long-term senior unsecured debt rating is rated “BBB” or
higher by S&P and “Baa2” or higher by Moody’s or an equivalent or higher
rating by a nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments or (b) is reasonably
acceptable to the Administrative Agent and, in the case of assignments of a
Revolving Loan and/or a Revolving Loan Commitment, the Issuer.


 


“Environmental Laws” means all applicable
federal, state, local or foreign statutes, laws, ordinances, codes, rules and
regulations (including consent decrees and administrative orders) relating to
public health and safety and protection of the environment.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


“Euro” means the single currency of
participating member States of the European Union.


 


13

















 


“Event of Default”
is defined in Section 9.1.


 


“Existing Credit
Agreement” is defined in the first
recital.


 


“Existing Lenders”
is defined in the first recital.


 


“Existing Loans” is defined in clause (d)
of the first recital.


 


“Existing Revolving Loans”
is defined in clause (d) of the first recital.


 


“Existing Swing Line
Loans” is defined in clause (d) of the first recital.


 


 “Existing Term A Loans” is defined in clause
(a) of the first recital.


 


“Existing Term B Loans”
is defined in clause (b) of the first recital.


 


“Existing Term D Loans” is defined in clause
(c) of the first recital.


 


“Existing TLCs”
is defined in clause (b) of the first recital.


 


“Extension Request” is defined in Section 2.10.


 


“Federal Funds Rate” means, for any period, a
fluctuating interest rate per annum equal for each day during such period to


 


(a)           the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York; or


 


(b)           if
such rate is not so published for any day which is a Business Day, the average
of the quotations for such day on such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.


 


“Fee Letters” means, collectively, (a) the
confidential fee letter, dated as of July 20, 1999, between Artal
International S.A., a Luxembourg corporation (“AI”), and the
Administrative Agent, as assumed by ARTAL, (b) the confidential fee letter,
dated as of December 21, 2001, among WWI, the Administrative Agent and the
Syndication Agent, (c) the confidential fee letter, dated as of March 31,
2003, among WWI, the Administrative Agent and the Syndication Agent and (d) the
confidential fee letter, dated as of
August      , 2003, among WWI, the Administrative
Agent and the Syndication Agent.


 


“Final Termination Date”
means the later of (i) the Stated Maturity Date with respect to Additional Term
B Loans and the Additional TLCs, and (ii) the date on which all Obligations are
satisfied and paid in full.


 


“Fiscal Quarter” means any three-month period
ending on a Saturday closest to March 31, June 30, September 30,
or December 31 of any Fiscal Year.


 


14

















 


“Fiscal Year” means any year ending on the
Saturday closest to December 31 (e.g., the “2002 Fiscal Year”
refers to the Fiscal Year ending on December 28, 2002).


 


“Fixed Charge Coverage Ratio” means, as of the
last day of any Fiscal Quarter, the ratio of, for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal Quarters,


 


(a)           EBITDA
minus Capital Expenditures made during such period


 


to


 


(b)           (i)  Interest
Expense for such period plus (ii) scheduled repayments of Debt in
respect of such period, whether or not paid plus (iii) dividends paid in
cash on the WWI Preferred Shares in respect of such period.


 


“FNZ” means Weight Watchers New Zealand Unit
Trust, a New Zealand trust which owns and operates the Weight Watchers
classroom franchise and business in New Zealand.


 


“FNZ Guaranty” means the Guaranty, dated
December 16, 1999, made by FNZ in favor of the Administrative Agent, as
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms.


 


“FNZ Security Agreement” means the Security
Agreement, dated December 16, 1999, by FNZ in favor of the Administrative
Agent, together with each Supplement thereto delivered pursuant to clause
(c) of Section 7.1.13, as amended, amended and restated,
supplemented or otherwise modified from time to time pursuant to the terms
thereof.


 


“Foreign Currency” means any currency other
than U.S. Dollars.


 


“FPL” means Fortuity Pty. Ltd. (ACN 007 148
683), an Australian company incorporated in the State of Victoria which
operates the Weight Watchers classroom franchise and business in Victoria.


 


“F.R.S. Board” means the Board of Governors of
the Federal Reserve System or any successor thereto.


 


“Franchise Acquisition” means the acquisition
of any Weight Watchers franchise by WWI or one of its Subsidiaries.


 


“GAAP” is defined in Section 1.4.


 


“GB” means Gutbusters Pty. Ltd. (ACN 059 073
157), an Australian company incorporated in the State of New South Wales.


 


“Governmental Authority” means the government
of the United States of America, any other nation or any political subdivision
thereof, whether state or local (or the equivalent thereof), and any agency, authority,
instrumentality, regulatory body, court, central bank or other


 


15

















 


entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


“Guaranteed Obligations” is defined in Section 8.1.


 


“Guaranties” means, collectively, (a) the
WWI Guaranty, (b) the Australian Guaranty, (c) the Subsidiary Guaranty,
(d) the FNZ Guaranty and (e) each other guaranty delivered from time to
time pursuant to the terms of this Agreement.


 


“Guarantor” means any Person which has or may
issue a Guaranty hereunder.


 


“Hazardous Material”
means


 


(a)           any
“hazardous substance”, as defined by CERCLA or equivalent applicable foreign
law;


 


(b)           any
“hazardous waste”, as defined by the Resource Conservation and Recovery Act, as
amended or equivalent applicable foreign law;


 


(c)           any
petroleum product; or


 


(d)           any
pollutant or contaminant or hazardous, dangerous or toxic chemical, material or
substance within the meaning of any other applicable federal, state or local
law, regulation, ordinance or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste, substance or
material, all as amended or hereafter amended.


 


“Hedging Obligations” means, with respect to
any Person, all liabilities of such Person under interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, and all other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates, including but not limited to Rate
Protection Agreements.


 


“herein”, “hereof”, “hereto”, “hereunder”
and similar terms contained in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this Agreement or
such other Loan Document.


 


“HJH” means H.J. Heinz Company, a Pennsylvania
Corporation.


 


“HJH Pledge Agreement” means the HJH Pledge
Agreement, dated September 29, 1999, by HJH in favor of the Administrative
Agent, as amended, amended and restated, supplemented or otherwise modified
from time to time pursuant to the terms thereof.


 


“Immaterial Subsidiary” means, at any date of
determination, any Subsidiary or group of Subsidiaries of WWI having assets as
at the end of or EBITDA for the immediately preceding four Fiscal Quarter
period for which the relevant financial information has been delivered


 


16

















 


pursuant to clause (a) or clause (b) of Section 7.1.1
of less than 5% of total assets of WWI and its Subsidiaries or $2,000,000,
respectively, individually or in the aggregate.


 


“Impermissible Qualification” means, relative
to the opinion or certification of any independent public accountant as to any
financial statement of any Obligor, any qualification or exception to such
opinion or certification


 


(a)           which
is of a “going concern” or similar nature;


 


(b)           which
relates to the limited scope of examination of matters relevant to such
financial statement; or


 


(c)           which
relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment
to such item the effect of which would be to cause such Obligor to be in
default of any of its obligations under Section 7.2.4.


 


“including” means including without limiting
the generality of any description preceding such term, and, for purposes of
this Agreement and each other Loan Document, the parties hereto agree that the
rule of ejusdem  generis shall not be applicable to limit a
general statement, which is followed by or referable to an enumeration of
specific matters, to matters similar to the matters specifically mentioned.


 


“Indebtedness” of any Person means, without
duplication:


 


(a)           all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments for
borrowed money in respect thereof;


 


(b)           all
obligations, contingent or otherwise, relative to the face amount of all
letters of credit, whether or not drawn, and banker’s acceptances issued for
the account of such Person;


 


(c)           all
obligations of such Person as lessee under leases which have been or should be,
in accordance with GAAP, recorded as Capitalized Lease Liabilities;


 


(d)           net
liabilities of such Person under all Hedging Obligations;


 


(e)           whether
or not so included as liabilities in accordance with GAAP, all obligations of
such Person to pay the deferred purchase price of property or services, other
than the WWI Preferred Shares, and indebtedness (excluding prepaid interest
thereon and interest not yet due) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse; provided,
however, that, for purposes of determining the amount of any
Indebtedness of the type described in this clause, if recourse with respect to
such Indebtedness is limited to specific property financed with such
Indebtedness, the amount of such Indebtedness shall be limited to the fair
market value (determined on a


 


17

















 


basis
reasonably acceptable to the Administrative Agent) of such property or the
principal amount of such Indebtedness, whichever is less; and


 


(f)            all
Contingent Liabilities of such Person in respect of any of the foregoing;


 


provided, that, Indebtedness shall
not include unsecured Indebtedness incurred in the ordinary course of business
in the nature of accrued liabilities and open accounts extended by suppliers on
normal trade terms in connection with purchases of goods and services, but
excluding the Indebtedness incurred through the borrowing of money or
Contingent Liabilities in connection therewith.  For all purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer (to the extent such
Person is liable for such Indebtedness).


 


“Indemnified Liabilities”
is defined in Section 11.4.


 


“Indemnified Parties”
is defined in Section 11.4.


 


“Initial Public Offering” means any sale of the
Capital Securities of WWI to the public pursuant to an initial, primary
offering registered under the Securities Act of 1933 and, for purposes of the
Change in Control definition only, pursuant to which no less than 10% of the
Capital Securities of WWI outstanding after giving effect to such offering was
sold pursuant to such offering.


 


“Intercompany Subordination Agreement” means
the Intercompany Subordination Agreement, dated September 29, 1999, by
WWI, the SP1 Borrower and each of the Guarantors in favor of the Administrative
Agent.


 


“Interest Coverage Ratio” means, at the close
of any Fiscal Quarter, the ratio computed (except as set forth in the proviso
set forth below) for the period consisting of such Fiscal Quarter and each of
the three immediately prior Fiscal Quarters of:


 


(a)           EBITDA
(for such period)


 


to


 


(b)           Interest
Expense (for such period).


 


“Interest Expense” means, for any Fiscal
Quarter, the aggregate consolidated cash interest expense (net of interest
income) of WWI and its Subsidiaries for such Fiscal Quarter, as determined in
accordance with GAAP, including the portion of any payments made in respect of
Capitalized Lease Liabilities allocable to interest expense.


 


“Interest Period” means, relative to any LIBO
Rate Loans, the period beginning on (and including) the date on which such LIBO
Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant
to Section 2.3.1 or 2.4 and shall end on (but exclude) the
day which numerically corresponds to such date one, two, three or six or, with
the consent of each applicable Lender, nine or twelve months thereafter (or, if
such month has no numerically


 


18

















 


corresponding day, on the last Business Day of such month), in either
case as WWI may select in its relevant notice pursuant to Section 2.3
or 2.4; provided, however, that


 


(a)           WWI
shall not be permitted to select Interest Periods to be in effect at any one
time which have expiration dates occurring on more than ten different dates;


 


(b)           Interest
Periods commencing on the same date for Loans comprising part of the same
Borrowing shall be of the same duration;


 


(c)           if
such Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next following Business Day (unless such
next following Business Day is the first Business Day of a calendar month, in
which case such Interest Period shall end on the Business Day next preceding
such numerically corresponding day); and


 


(d)           no
Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan.


 


“Investment” means, relative to any Person,


 


(a)           any
loan or advance made by such Person to any other Person (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business);


 


(b)           any
ownership or similar interest held by such Person in any other Person; and


 


(c)           any
purchase or other acquisition of all or substantially all of the assets of any
Person or any division thereof.


 


The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.


 


“Issuance Request” means a Letter of Credit
request and certificate duly executed by an Authorized Officer of WWI,
substantially in the form of Exhibit B-2 hereto.


 


“Issuer” means, collectively, Scotiabank in its
individual capacity hereunder as issuer of the Letters of Credit and such other
Lender as may be designated by Scotiabank (and agreed to by WWI and such
Lender) in its individual capacity as the issuer of Letters of Credit.


 


“Lead Arrangers” means Scotiabank and CSFB.


 


“Lender Assignment Agreement” means a Lender
Assignment Agreement substantially in the form of Exhibit D hereto.


 


19

















 


“Lenders” is defined in the preamble.


 


“Lender’s Environmental Liability” means any
and all losses, liabilities, obligations, penalties, claims, litigation,
demands, defenses, costs, judgments, suits, proceedings, damages (including
consequential damages), disbursements or expenses of any kind or nature
whatsoever (including reasonable attorneys’ fees at trial and appellate levels
and experts’ fees and disbursements and expenses incurred in investigating,
defending against or prosecuting any litigation, claim or proceeding) which may
at any time be imposed upon, incurred by or asserted or awarded against the
Administrative Agent, the Syndication Agent, any Lead Arranger, any Lender or
any Issuer or any of such Person’s Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:


 


(a)           any
Hazardous Material on, in, under or affecting all or any portion of any
property of WWI or any of its Subsidiaries, the groundwater thereunder, or any
surrounding areas thereof to the extent caused by Releases from WWI or any of
its Subsidiaries’ or any of their respective predecessors’ properties;


 


(b)           any
misrepresentation, inaccuracy or breach of any warranty, contained or referred
to in Section 6.12;


 


(c)           any
violation or claim of violation by WWI or any of its Subsidiaries of any
Environmental Laws; or


 


(d)           the
imposition of any lien for damages caused by or the recovery of any costs for
the cleanup, release or threatened release of Hazardous Material by WWI or any
of its Subsidiaries, or in connection with any property owned or formerly owned
by WWI or any of its Subsidiaries.


 


“Letter of Credit”
is defined in Section 2.1.3.


 


“Letter of Credit Commitment” means, with
respect to the Issuer, the Issuer’s obligation to issue Letters of Credit
pursuant to Section 2.1.3 and, with respect to each of the other
Lenders that has a Revolving Loan Commitment, the obligations of each such
Lender to participate in such Letters of Credit pursuant to Section 2.6.1.


 


“Letter of Credit Commitment Amount” means, on
any date, a maximum amount of $10,000,000, as such amount may be reduced from
time to time pursuant to Section 2.2.


 


“Letter of Credit Outstandings” means, on any
date, an amount equal to the sum of


 


(a)           the
then aggregate amount which is undrawn and available under all issued and
outstanding Letters of Credit,


 


plus


 


(b)           the
then aggregate amount of all unpaid and outstanding Reimbursement Obligations
in respect of such Letters of Credit.


 


20

















 


“LIBO Rate” means, relative to any Interest
Period for LIBO Rate Loans, the rate of interest equal to the average (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the rates per annum at
which U.S. Dollar deposits in immediately available funds are offered to the
Administrative Agent’s LIBOR Office in the London interbank market as at or
about 11:00 a.m. London time two Business Days prior to the beginning of such
Interest Period for delivery on the first day of such Interest Period, and in
an amount approximately equal to the amount of the Administrative Agent’s LIBO
Rate Loan and for a period approximately equal to such Interest Period.


 


“LIBO Rate Loan” means a Loan bearing interest,
at all times during an Interest Period applicable to such Loan, at a fixed rate
of interest determined by reference to the LIBO Rate (Reserve Adjusted).


 


“LIBO Rate (Reserve Adjusted)” means, relative
to any Loan to be made, continued or maintained as, or converted into, a LIBO
Rate Loan for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined pursuant to the following
formula:


 


	
  LIBO Rate

  	
  =

  	
  LIBO Rate

  	
   

  
	
  (Reserve Adjusted)

  	
   

  	
  1.00 - LIBOR Reserve Percentage

  



 


The LIBO Rate (Reserve Adjusted) for any Interest
Period for LIBO Rate Loans will be determined by the Administrative Agent on
the basis of the LIBOR Reserve Percentage in effect on, and the applicable
rates furnished to and received by the Administrative Agent from Scotiabank,
two Business Days before the first day of such Interest Period.


 


“LIBOR Office” means, relative to any Lender,
the office of such Lender designated as such on Schedule III hereto
or designated in the Lender Assignment Agreement or such other office of a
Lender as designated from time to time by notice from such Lender to WWI and
the Administrative Agent, whether or not outside the United States, which shall
be making or maintaining LIBO Rate Loans of such Lender hereunder.


 


“LIBOR Reserve Percentage” means, relative to
any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a
decimal) equal to the maximum aggregate reserve requirements (including all
basic, emergency, supplemental, marginal and other reserves and taking into
account any transitional adjustments or other scheduled changes in reserve
requirements) specified under regulations issued from time to time by the
F.R.S. Board and then applicable to assets or liabilities consisting of and
including “Eurocurrency Liabilities”, as currently defined in Regulation D of
the F.R.S. Board, having a term approximately equal or comparable to such
Interest Period.


 


“Lien” means any security interest, mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property, or any filing
or recording of any instrument or document in respect of the foregoing, to
secure payment of a debt or performance of an obligation or other priority or
preferential arrangement of any kind or nature whatsoever.


 


21

















 


“Loan” means, as the context may require, a
Revolving Loan, a Swing Line Loan, a Term A Loan (including each Designated
Additional Term A Loan), an Additional Term B Loan (including each Designated
Additional Term B Loan) and each Designated New Term Loan of any type.


 


“Loan Document” means this Agreement, the
Notes, the Additional TLCs, the Letters of Credit, each Rate Protection
Agreement under which that counterpart to such agreement is (or at the time
such Rate Protection Agreement was entered into, was) a Lender or an Affiliate
of a Lender relating to Hedging Obligations of WWI or any of its Subsidiaries,
the Fee Letter, each Pledge Agreement, each Guaranty, each Security Agreement,
the TLC Deed Poll, the Intercompany Subordination Agreement and each other
agreement, document or instrument delivered in connection with this Agreement
or any other Loan Document, whether or not specifically mentioned herein or
therein.


 


“Local Management Plan” means an equity plan or
program for (i) the sale or issuance of Capital Securities of a Subsidiary in
an amount not to exceed 5% of the outstanding common equity of such Subsidiary
to local management or a plan or program in respect of Subsidiaries of WWI
whose principal business is conducted outside of the United States, (ii) the
direct purchase from ARTAL by WWI management employees, in one transaction or a
series of transactions, of not more than 3% in the aggregate of the WWI Common
Shares owned by ARTAL or (iii) the issuance by WWI to its management employees,
in one transaction or a series of transactions, of stock options to purchase
not more than 6% in the aggregate of the WWI Common Shares on a fully diluted
basis.


 


“Material Adverse Effect” means (a) a material
adverse effect on the financial condition, operations, assets, business or
properties of WWI and its Subsidiaries, taken as a whole, (b) a material
impairment other than an event or set of circumstances described in clause
(a) of the ability of any Obligor (other than any Immaterial Subsidiary) to
perform its respective material obligations under the Loan Documents to which
it is or will be a party, or (c) an impairment of the validity or
enforceability of, or a material impairment of the rights, remedies or benefits
available to the Administrative Agent, the Issuer or the Lenders under, this
Agreement or any other Loan Document.


 


“Moody’s” means Moody’s Investors Service, Inc.


 


“Mortgage” means, collectively, each Mortgage
or Deed of Trust executed and delivered pursuant to the terms of this
Agreement, including clause (b) of Section 7.1.8.


 


“Net Debt to EBITDA Ratio” means, as of the
last day of any Fiscal Quarter, the ratio of


 


(a)           Debt
outstanding on the last day of such Fiscal Quarter (less the amount of cash and
Cash Equivalent Investments of WWI and its Subsidiaries as of such date)


 


to


 


(b)           EBITDA
computed for the period consisting of such Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters.


 


22

















 


“Net Disposition Proceeds” means, with respect
to a Permitted Disposition of the assets of WWI or any of its Subsidiaries, the
excess of


 


(a)           the
gross cash proceeds received by WWI or any of its Subsidiaries from any
Permitted Disposition and any cash payments received in respect of promissory
notes or other non-cash consideration delivered to WWI or such Subsidiary in
respect of any Permitted Disposition,


 


less


 


(b)           the
sum of


 


(i)            all
reasonable and customary fees and expenses with respect to legal, investment
banking, brokerage and accounting and other professional fees, sales
commissions and disbursements and all other reasonable fees, expenses and
charges, in each case actually incurred in connection with such Permitted
Disposition which have not been paid to Affiliates of WWI,


 


(ii)           all
taxes and other governmental costs and expenses actually paid or estimated by
WWI (in good faith) to be payable in cash in connection with such Permitted
Disposition, and


 


(iii)          payments
made by WWI or any of its Subsidiaries to retire Indebtedness (other than the
Loans) of WWI or any of its Subsidiaries where payment of such Indebtedness is
required in connection with such Permitted Disposition;


 


provided, however, that if,
after the payment of all taxes with respect to such Permitted Disposition, the
amount of estimated taxes, if any, pursuant to clause (b)(ii) above
exceeded the tax amount actually paid in cash in respect of such Permitted
Disposition, the aggregate amount of such excess shall be immediately payable,
pursuant to clause (b) of Section 3.1.1, as Net Disposition
Proceeds.


 


Notwithstanding the foregoing, Net Disposition
Proceeds shall not include fees or other amounts paid to WWI or its
Subsidiaries in respect of a license of intellectual property (not related to
the classroom business of WWI or its Subsidiaries) having customary terms and
conditions for similar licenses.


 


“Net Income” means, for any period, the net
income of WWI and its Subsidiaries for such period on a consolidated basis,
excluding extraordinary gains.


 


“Netco” means Weight Watchers.com Inc., a
Delaware corporation.


 


“Non-Excluded Taxes” means any taxes other than
(i) net income and franchise taxes imposed with respect to any Secured Party by
a Governmental Authority under the laws of which such Secured Party is
organized or in which it maintains its applicable lending office and (ii) any
taxes imposed on a Secured Party by any jurisdiction as a result of any former
or present


 


23

















 


connection between such Secured Party and such jurisdiction other than
a connection arising from a Secured Party entering into this Agreement or
making any loan hereunder.


 


“Nonextending Lender” is defined in Section 2.10.


 


“Non-Guarantor Subsidiary” means the Designated
Subsidiary and any other Subsidiary of WWI other than any Person which has or
may issue a Guaranty hereunder.


 


“Non-U.S. Lender” means any Lender (including
each Assignee Lender) that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any state thereof, or
(iii) any estate or trust that is subject to U.S. Federal income taxation
regardless of the source of its income.


 


“Note” means, as the context may require, a
Revolving Note, a Swing Line Note, a Registered Note, a Term A Note, an
Additional Term B Note or any promissory note representing a Designated New
Term Loan.


 


“Obligations” means all obligations (monetary
or otherwise) of the Borrowers and each other Obligor arising under or in
connection with this Agreement, the Notes, each Letter of Credit and each other
Loan Document, and Hedging Obligations owed to a Lender or an Affiliate thereof
(unless the Lender or such Affiliate otherwise agrees).


 


“Obligor” means any Borrower or any other
Person (other than any Agent, any Lender or the Issuer) obligated under any
Loan Document.


 


“Organic Document” means, relative to any
Obligor, its certificate of incorporation, its by-laws and all shareholder agreements,
voting trusts and similar arrangements (or the foreign equivalent thereof)
applicable to any of its authorized shares of Capital Securities.


 


“Other Taxes” means any and all stamp,
documentary or similar taxes, or any other excise or property taxes or similar
levies that arise on account of any payment made or required to be made under
any Loan Document or from the execution, delivery, registration, recording or
enforcement of any Loan Document.


 


“Participant”
is defined in Section 11.11.2.


 


“Patent Security Agreement” means the Patent
Security Agreement, dated September 29, 1999, by WWI and each of its U.S.
Subsidiaries in favor of the Administrative Agent, as amended, supplemented,
amended and restated or otherwise modified.


 


“PBGC” means the Pension Benefit Guaranty
Corporation and any successor entity.


 


“Pension Plan” means a “pension plan”,
as such term is defined in section 3(2) of ERISA, which is subject to
Title IV of ERISA (other than a multiemployer plan as defined in
section 4001(a)(3) of ERISA), and to which WWI or any corporation, trade
or business that is, along with WWI, a member of a Controlled Group, has or
within the prior six years has had any liability, including any liability by
reason of having been a substantial employer within the


 


24

















 


meaning of section 4063 of ERISA at any time during the preceding
five years, or by reason of being deemed to be a contributing sponsor under
section 4069 of ERISA.


 


“Percentage” means, relative to any Lender, the
applicable percentage relating to Term A Loans, Additional Term B Loans,
Designated New Term Loans, Swing Line Loans, Revolving Loans or Additional
TLCs, as the case may be, as set forth opposite its name on Schedule II
hereto under the applicable column heading or set forth in Lender Assignment
Agreement(s) under the applicable column heading, as such percentage may be
adjusted from time to time pursuant to Lender Assignment Agreement(s) executed
by such Lender and its Assignee Lender(s) and delivered pursuant to Section 11.11.  A Lender shall not have any Commitment to
make a particular Tranche of Loans or purchase Additional TLCs (as the case may
be) if its percentage under the respective column heading is zero.


 


“Permitted Acquisition” means an acquisition
(whether pursuant to an acquisition of Capital Securities, assets or otherwise)
by any Borrower or any of the Subsidiaries from any Person of a business in
which the following conditions are satisfied:


 


(a)           immediately
before and after giving effect to such acquisition no Default shall have
occurred and be continuing or would result therefrom (including under Section 7.2.1);


 


(b)           if
the acquisition is of Capital Securities of a Person such Person becomes a
Subsidiary;


 


(c)           (i) the consideration for such acquisition is the voting
Capital Securities of WWI or (ii) the aggregate amount of other consideration
(including cash) for all such acquisitions since the date hereof shall not
exceed an amount equal to $30,000,000 in any Fiscal Year; or (iii) such
acquisition is a Franchise Acquisition, provided, that in the case of
this clause (iii) the aggregate amount of other consideration (including
cash and incurrence or assumption of Indebtedness, but excluding consideration
of the type described in clause (i) above) for each Franchise
Acquisition shall not exceed $75,000,000 per Franchise Acquisition (including
the incurrence or assumption of up to $30,000,000 in Indebtedness per Franchise
Acquisition); and


 


(d)           WWI
shall have delivered to the Agents a Compliance Certificate for the period of
four full Fiscal Quarters immediately preceding such acquisition (prepared in
good faith and in a manner and using such methodology which is consistent with
the most recent financial statements delivered pursuant to Section 7.1.1)
giving pro  forma effect to the consummation of such acquisition
and evidencing compliance with the covenants set forth in Section 7.2.4.


 


“Permitted ARTAL Investor Group” means ARTAL or
any of its direct or indirect Wholly-owned Subsidiaries and ARTAL Group S.A., a
Luxembourg corporation or any of its direct or indirect Wholly-owned
Subsidiaries.


 


“Permitted Disposition” means a Disposition in
accordance with the terms of clause (b) (other than as permitted by clause (a))
of Section 7.2.9.


 


25

















 


“Person” means any natural person, corporation,
partnership, firm, association, trust, government, governmental agency, limited
liability company or any other entity, whether acting in an individual,
fiduciary or other capacity.


 


“Plan” means any Pension Plan or Welfare Plan.


 


“Pledge Agreements” means, collectively,
(a) the WWI Pledge Agreement, (b) the ARTAL Pledge Agreement,
(c) the HJH Pledge Agreement, (d) the Australian Pledge Agreement,
(e) the U.K. Pledge Agreement, and (f) each other pledge agreement
delivered from time to time pursuant to clause (b) of Section 7.1.7.


 


“Qualified Assets”
is defined in clause (b) of Section 3.1.1.


 


“Quarterly Payment Date” means the last day of
each March, June, September and December, or, if any such day is not a
Business Day, the next succeeding Business Day.


 


“Rate Protection Agreements” means,
collectively, arrangements entered into by any Person designed to protect such
Person against fluctuations in interest rates or currency exchange rates,
pursuant to the terms of this Agreement.


 


“Recapitalization” means those transactions
contemplated and undertaken pursuant to the Recapitalization Agreement.


 


“Recapitalization Agreement” means that certain
Recapitalization and Stock Purchase Agreement, dated as of July 22, 1999
among WWI, ARTAL and HJH.


 


“Refinance” means, in respect of any
Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem,
defease or retire, or to issue other Indebtedness in exchange or replacement
for such Indebtedness.  “Refinanced” and
“Refinancing” shall have correlative meanings.


 


“Refinancing Indebtedness” means Indebtedness
that Refinances any Indebtedness of WWI or any of its Subsidiaries existing on
the Effective Date or otherwise permitted hereunder, including Indebtedness
that Refinances Refinancing Indebtedness; provided, however,
that:


 


(i)            such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced;


 


(ii)           such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced; and


 


(iii)          such
Refinancing Indebtedness has an aggregate principal amount (or if incurred with
original issue discount, an aggregate issue price) that is equal to or less
than the aggregate principal amount (or if incurred with original issue
discount, the aggregate accreted value) then outstanding or committed (plus
fees and expenses, including any premium and defeasance costs) under the
Indebtedness being Refinanced;


 


26

















 


provided  further, however,
that Refinancing Indebtedness shall not include (A) Indebtedness of a
Subsidiary that Refinances Indebtedness of WWI or (B) Indebtedness of WWI
or a Subsidiary that Refinances Indebtedness of another Subsidiary.


 


“Refunded Swing Line
Loans” is defined in clause (b)
of Section 2.3.2.


 


“Register” is
defined in Section 11.11.3.


 


“Registered Note” means a promissory note of
WWI payable to any Registered Noteholder, in the form of Exhibit A-6
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of WWI to such Lender
resulting from outstanding Term Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.


 


“Registered Noteholder” means any Lender that
has been issued a Registered Note.


 


“Reimbursement Obligation”
is defined in Section 2.6.3.


 


“Related Fund” means, with respect to any
Lender which is a fund that invests in loans, any other fund that invests in
loans and is controlled or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor or collateralized debt or
loan obligation fund managed or operated by a Lender or an Affiliate of a
Lender.


 


“Release” means a “release”, as such
term is defined in CERCLA.


 


“Replacement Lender” is defined in Section 2.10.


 


 “Required
Lenders” means, at any time, Lenders holding at least 51% of the Total
Exposure Amount.


 


“Resource Conservation and Recovery Act” means
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., as in effect from time to time.


 


“Restricted Payments”
is defined in Section 7.2.6.


 


“Revolving Lender” is defined in clause (a) of Section 2.1.2.


 


“Revolving Loan”
is defined in clause (a) of Section 2.1.2.


 


“Revolving Loan
Commitment” is defined in clause (a)
of Section 2.1.2.


 


“Revolving Loan Commitment Amount” means, on
any date, $45,000,000, as such amount may be (i) reduced from time to time
pursuant to Section 2.2 or (ii) increased pursuant to Section 2.1.6.


 


“Revolving Loan
Commitment Termination Date” means the earliest of


 


(a)           September 30,
2005 or the date on which such date has been extended pursuant to Section 2.10;


 


27

















 


(b)           the
date on which the Revolving Loan Commitment Amount is terminated in full or
reduced to zero pursuant to Section 2.2; and


 


(c)           the
date on which any Commitment Termination Event occurs.


 


Upon the occurrence of any event described in clauses
(b) or (c), the Revolving Loan Commitments shall terminate
automatically and without any further action.


 


“Revolving Note” means a promissory note of WWI
payable to a Lender, substantially in the form of Exhibit A-1 hereto (as
such promissory note may be amended, endorsed or otherwise modified from time
to time), evidencing the aggregate Indebtedness of WWI to such Lender resulting
from outstanding Revolving Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.


 


“S&P” means Standard & Poor’s Ratings
Group, a division of The McGraw-Hill Companies, Inc.


 


“Scotiabank”
is defined in the preamble.


 


“Secured Parties” means, collectively, the
Lenders, the Issuers, the Administrative Agent, the Syndication Agent, the Lead
Arrangers, each counterparty to a Rate Protection Agreement that is (or at the time
such Rate Protection Agreement was entered into, was) a Lender or an Affiliate
thereof and (in each case) and each of their respective successors, transferees
and assigns.


 


“Security Agreements” means, collectively, (a)
the WWI Security Agreement, (b) the Australian Security Agreement, (c) the U.K.
Security Agreement, (d) the Patent Security Agreements, the Trademark Security
Agreements and the Copyright Security Agreements, (e) the FNZ Security
Agreement and (f) each other security agreement executed and delivered from
time to time pursuant to clause (a) of Section 7.1.7, in
each case, as amended, amended and restated, supplemented or otherwise modified
from time to time pursuant to the terms thereof.


 


“Sellers” is defined in the second recital.


 


“Senior Debt” means all Debt other than
Subordinated Debt.


 


“Senior Debt to EBITDA Ratio” means, as of the
last day of any Fiscal Quarter, the ratio of


 


(a)           Senior
Debt outstanding on the last day of such Fiscal Quarter


 


to


 


(b)           EBITDA
computed for the period consisting of such Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters.


 


“Senior Subordinated Debt” means, collectively,
debt of WWI under its 13% Senior Subordinated Notes in an initial aggregate
principal amount of $150,000,000 and its 13% Senior


 


28

















 


Subordinated Notes in an initial aggregate principal amount of Euro
100,000,000, issued under the Senior Subordinated Note Indenture pursuant to a
Rule 144A private placement.


 


“Senior Subordinated Note Indenture” means,
collectively, that certain Senior Subordinated Note Indenture, dated as of
September 29, 1999 between WWI and Norwest Bank Minnesota, National
Association, as trustee, related to the issuance of $150,000,000 Senior Subordinated
Notes and that certain Senior Subordinated Note Indenture, dated as of
September 29, 1999, between WWI and Norwest Bank Minnesota, National
Association, as trustee, related to the issuance of Euro 100,000,000 Senior
Subordinated Notes.


 


“Senior Subordinated Noteholder” means, at any
time, any holder of a Senior Subordinated Note.


 


“Senior Subordinated Notes” means those certain
13% Senior Subordinated Notes due 2009, issued pursuant to the Senior
Subordinated Note Indenture.


 


“Solvent” means, with respect to any Person on
a particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person, (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay as such debts
and liabilities mature, and (d) such Person is not engaged in business or a
transaction, and such person is not about to engage in business or a
transaction, for which such Person’s property would constitute an unreasonably
small capital.  The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.


 


“Stated Amount” of each Letter of Credit means
the total amount available to be drawn under such Letter of Credit upon the
issuance thereof.


 


“Stated Expiry Date”
is defined in Section 2.6.


 


“Stated Maturity” means, with respect to any
security, the date specified in such security as the fixed date on which the
final payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency unless such contingency has
occurred).


 


“Stated Maturity Date”
means


 


(a)           in
the case of any Revolving Loan, September 30, 2005;


 


(b)           in
the case of any Term A Loan, September 30, 2005;


 


(c)           in
the case of any Additional Term B Loan or Additional TLC, December 31,
2009; and


 


29

















 


(d)           in
the case of any Designated New Term Loan, as determined in accordance with Section 2.1.6.


 


“Subordinated Debt” means, as the context may
require, (i) the unsecured Debt of WWI evidenced by the Senior
Subordinated Notes and (ii) to the extent permitted by the Required
Lenders, any other unsecured Debt of WWI subordinated in right of payment to
the Obligations pursuant to documentation containing maturities, amortization
schedules, covenants, defaults, remedies, subordination provisions and other
material terms in form and substance satisfactory to the Administrative Agent and
Required Lenders.


 


“Subordinated Guaranty” means, collectively,
(i) the Guaranty executed and delivered by certain Subsidiaries of WWI pursuant
to Section 4.13 of the Senior Subordinated Note Indenture and (ii) each
other guaranty, if any, executed from time to time by any Subsidiary of WWI
pursuant to which the guarantor thereunder has any Contingent Liability with
respect to any Subordinated Debt.


 


“Subordination Provisions”
is defined in Section 9.1.11.


 


“Subsidiary” means, with respect to any Person,
any corporation, partnership or other business entity of which more than 50% of
the outstanding Capital Securities (or other ownership interest) having
ordinary voting power to elect a majority of the board of directors, managers
or other voting members of the governing body of such entity (irrespective of
whether at the time Capital Securities (or other ownership interest) of any
other class or classes of such entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person.  Unless the context otherwise specifically requires, the term
“Subsidiary” shall be a reference to a Subsidiary of WWI.


 


“Subsidiary Guaranty” means the Guaranty, dated
September 29, 1999, by the U.S. Subsidiaries signatory thereto, UKHC1,
UKHC2 and WWUK and its Subsidiaries in favor of the Administrative Agent, as
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms.


 


“Swing Line Lender” means Scotiabank (or
another Lender designated by Scotiabank with the consent of WWI, if such Lender
agrees to be the Swing Line Lender hereunder), in such Person’s capacity as the
maker of Swing Line Loans.


 


“Swing Line Loan”
is defined in clause (b) of Section 2.1.2.


 


“Swing Line Loan Commitment” means, with
respect to the Swing Line Lender, the Swing Line Lender’s obligation pursuant
to clause (b) of Section 2.1.2 to make Swing Line Loans and,
with respect to each Lender with a Commitment to make Revolving Loans (other
than the Swing Line Lender), such Lender’s obligation to participate in Swing
Line Loans pursuant to Section 2.3.2.


 


“Swing Line Loan Commitment Amount” means, on
any date, $5,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2.


 


30

















 


“Swing Line Note” means a promissory note of
WWI payable to the Swing Line Lender, in substantially the form of Exhibit
A-2 hereto (as such promissory note may be amended, endorsed or otherwise
modified from time to time), evidencing the aggregate Indebtedness of WWI to
the Swing Line Lender resulting from outstanding Swing Line Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.


 


“Syndication Agent”
is defined in the preamble.


 


“Tender Offer” is defined in the second
recital.


 


“Term Loans” means, collectively, the Term A
Loans, the Additional Term B Loans and the Designated New Term Loans.


 


“Term A Loan”
is defined in clause (a) of Section 2.1.1.


 


“Term A Note” means a promissory note of WWI,
payable to the order of any Lender, in the form of Exhibit A-3 hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of WWI to such Lender
resulting from outstanding Term A Loans (including Designated Additional Term A
Loans), and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.


 


“TLC” means the Indebtedness of the SP1 Borrower with
respect to any Additional TLC arising under and pursuant to the terms of this
Agreement and the TLC Deed Poll, which may be represented by an instrument
executed by the SP1 Borrower which acknowledges such Indebtedness in the form
of Exhibit A-4 hereto (as such instrument may be amended, endorsed or
otherwise modified from time to time) and also means all other instruments accepted
from time to time in substitution therefore or renewal thereof.


 


“TLC Deed Poll” means the Deed Poll, dated as
of September 29, 1999, among the SP1 Borrower and each TLC Holder (as
defined therein), as amended, amended and restated, supplemented or otherwise
modified from time to time.


 


“Total Exposure Amount” means, on any date of
determination, the then outstanding principal amount of all Term Loans, the
Additional TLCs and the then effective Revolving Loan Commitment Amount.


 


“Trademark Security Agreement” means the
Trademark Security Agreement, dated September 29, 1999, by WWI and each of
its U.S. Subsidiaries signatory thereto in favor of the Administrative Agent,
as amended, supplemented, amended and restated or otherwise modified from time
to time.


 


“Tranche” means, as the context may require,
the (a) Loans constituting Term A Loans, Additional Term B Loans, Swing Line
Loans or Revolving Loans or (b) Additional TLCs.


 


“Transaction” is defined in the fifth
recital.


 


31

















 


“type” means, relative to any Loan, the portion
thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.


 


“UCC” means the Uniform Commercial Code as in
effect from time to time in the State of New York.


 


“UKHC1” means Weight Watchers UK Holding Ltd, a
company incorporated under the laws of England.


 


“UKHC2” means Weight Watchers International
Ltd, a company incorporated under the laws of England.


 


“U.K. Pledge Agreement” means, collectively,
(i) the Deeds of Charge executed and delivered by WWI to UKHC1, UKHC2 and
WWUK and its Subsidiaries and (ii) each other pledge agreement delivered
pursuant to clause (b) of Section 7.1.7, as amended, amended
and restated, supplemented or otherwise modified from time to time pursuant to
the terms thereof.


 


“U.K. Security Agreement” means, collectively,
(i) the Debentures executed and delivered by UKHC1, UKHC2 and WWUK and
each of its Subsidiaries and (ii) each other security agreement delivered
pursuant to clause (a) of Section 7.1.7, as amended, amended
and restated, supplemented or otherwise modified from time to time pursuant to
the terms thereof.


 


“U.K. Subsidiary” means any Subsidiary that is
incorporated under the laws of England.


 


“United States” or “U.S.” means the
United States of America, its fifty States and the District of Columbia.


 


“U.S. Dollar” and the sign “$” mean
lawful money of the United States.


 


“U.S. Subsidiary” means any Subsidiary that is
incorporated or organized under the laws of the United States or a state
thereof or the District of Columbia.


 


“Voting Stock” means, with respect to any
Person, Capital Securities of any class or kind ordinarily having the power to
vote for the election of directors, managers or other voting members of the
governing body of such Person.


 


“Waiver” means an agreement in favor of the
Administrative Agent for the benefit of the Lenders and the Issuer in form and
substance reasonably satisfactory to the Administrative Agent.


 


“Warnaco Agreement” means that certain License
Agreement, dated as of January 8, 1999, between Warnaco Inc., a Delaware
corporation, and WWI.


 


“Weighco Acquisition” the acquisition by WWI
and its Subsidiaries of substantially all of the assets and business of Weighco
Enterprises, Inc., and various of its Affiliates on January 16, 2001.


 


32

















 


“Welfare Plan” means a “welfare plan”,
as such term is defined in section 3(1) of ERISA, and to which WWI or any
of its Subsidiaries has any liability.


 


“Wholly-owned Subsidiary” shall mean, with
respect to any Person, any Subsidiary of such Person all of the Capital
Securities (and all rights and options to purchase such Capital Securities) of
which, other than directors’ qualifying shares or shares sold pursuant to Local
Management Plans, are owned, beneficially and of record, by such Person and/or
one or more Wholly-owned Subsidiaries of such Person.


 


“WW Australia” means Weight Watchers
International Pty. Ltd. (ACN 070 836 449), an Australian company incorporated
in the State of New South Wales and resident in Australia and the direct
corporate parent of FPL and the SP1 Borrower.


 


“WWI Common Shares” means shares of common
stock of WWI, par value $1.00 per share.


 


“WWI Guaranty” means the Guaranty made by WWI
contained in Article VIII.


 


“WWI Pledge Agreement” means the Pledge
Agreement, dated September 29, 1999, by WWI and its U.S. Subsidiaries
signatory thereto in favor of the Administrative Agent, together with each
Supplement thereto delivered pursuant to clause (b) of Section 7.1.7,
as amended, amended and restated, supplemented or otherwise modified from time
to time pursuant to the terms thereof.


 


“WWI Preferred Shares” means no par value
preferred shares of WWI with an aggregate amount liquidation preference equal
to $25,000,000.


 


“WWI Security Agreement” means the Security
Agreement dated September 29, 1999, by WWI and all U.S. Subsidiaries of
WWI (other than the Designated Subsidiary) in favor of the Administrative
Agent, together with each Supplement thereto delivered pursuant to clause
(a) of Section 7.1.7, as amended, amended and restated,
supplemented or otherwise modified from time to time pursuant to the terms
thereof.


 


“WWUK” means Weight Watchers UK Limited and its
Subsidiaries.


 


SECTION 1.2.  Use of Defined
Terms.  Unless otherwise defined
or the context otherwise requires, terms for which meanings are provided in
this Agreement shall have such meanings when used in the Disclosure
Schedule and in each other Loan Document, notice and other communication
delivered from time to time in connection with this Agreement or any other Loan
Document.


 


SECTION 1.3.  Cross-References.  Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or
Section are references to such Article or Section of this
Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition to
any clause are references to such clause of such Article, Section or
definition.


 


33

















 


SECTION 1.4.  Accounting and Financial
Determinations.  All accounting
determinations and computations made pursuant to Section 7.2.4
shall be made in accordance with those generally accepted accounting principles
(“GAAP”) as in effect as of December 28, 2002.  For purposes
of providing the financial statements required to be delivered hereunder,
“GAAP” shall mean those generally accepted accounting principles as in effect
at such time.    For
purposes of computing the covenants set forth in Section 7.2.4 (and
any financial calculations required to be made or included within such ratios)
as of the end of any Fiscal Quarter, all components of such ratios for the
period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall
include (or exclude), without duplication, such components of such ratios
attributable to any business or assets that have been acquired (or disposed of)
by WWI or any of the Subsidiaries (including through mergers or consolidations)
after the first day of such period of four Fiscal Quarters and prior to the end
of such period, on a pro forma basis for such period of four Fiscal Quarters as
if such acquisition or disposition had occurred on such first day of such
period.


 


SECTION 1.5.  Currency
Conversions.  If it shall be
necessary for purposes of this Agreement to convert an amount in one currency
into another currency, unless otherwise provided herein, the exchange rate
shall be determined by reference to the New York foreign exchange selling rates
(such determination to be made as at the date of the relevant transaction), as
determined by the Administrative Agent (in accordance with its standard
practices).


 


ARTICLE II



CONTINUATION OF CERTAIN EXISTING
LOANS, COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES, LETTERS OF
CREDIT AND ADDITIONAL TLC PROVISIONS


 


SECTION 2.1.  Loan
Commitments.  On the terms and
subject to the conditions of this Agreement (including Article V),
the Lenders, the Swing Line Lender and the Issuer severally agree to the
continuation of Existing Loans and to make Credit Extensions as set forth
below.


 


SECTION 2.1.1.  Continuation
of Existing Term A Loans; Term Loan Commitments.  Subject to compliance by the Obligors with
the terms of Sections 2.1.4, 5.1 and 5.2:


 


(a)           each
of the parties hereto acknowledges and agrees that the Existing Term A
Loans shall continue as “Term A Loans” being the “Term A Loans” for all
purposes under this Agreement and the Loan Documents, with each Lender’s share
of Term A Loans being set forth opposite its name on Schedule II
hereto under the Term A Loan column or set forth in a Lender Assignment
Agreement under the Term A column, as applicable, as such amount may be
adjusted from time to time pursuant to the terms hereof;


 


(b)           in
a single Borrowing occurring on the Effective Date, each Lender that has an
Additional Term B Loan Commitment will make loans (relative of such Lender, its
“Additional Term B Loans”) to WWI in an amount equal to such Lender’s
Percentage of the aggregate amount of the Borrowing of Additional Term B Loans
requested by


 


34

















 


WWI
to be made on such day (with the commitment of each such Lender described in
this clause (b) herein referred to as its “Additional Term B
Loan Commitment”); and


 


(c)           no
amounts paid or prepaid with respect to Term Loans or Additional TLCs may
be reborrowed.


 


SECTION 2.1.2.  Revolving Loan Commitment and
Swing Line Loan Commitment. 
Subject to compliance by the Obligors with the terms of Section 2.1.4,
Section 5.1 and Section 5.2, the Revolving Loans and
Swing Line Loans will be continued and/or made as set forth below:


 


(a)           From
time to time on any Business Day occurring concurrently with (or after) the
making of the Term Loans but prior to the Revolving Loan Commitment Termination
Date, each Lender that has a Revolving Loan Commitment (a “Revolving Lender”)
will make loans (relative to such Lender, its “Revolving Loans”) to WWI
in U.S. Dollars, equal to such Lender’s Percentage of the aggregate amount of
the Borrowing of the Revolving Loans requested by such Borrower to be made on
such day.  The Commitment of each Lender
described in this clause (a) is herein referred to as its “Revolving
Loan Commitment”.  On the terms and
subject to the conditions hereof, any Borrower may from time to time borrow,
prepay and reborrow the Revolving Loans. 
All Existing Revolving Loans shall be continued as Revolving Loans
hereunder.


 


(b)           From
time to time on any Business Day occurring concurrently with (or after) the
making of the Term Loans, but prior to the Revolving Loan Commitment
Termination Date, the Swing Line Lender will make loans (relative to the Swing
Line Lender, its “Swing Line Loans”) to WWI equal to the principal
amount of the Swing Line Loans requested by WWI.  On the terms and subject to the conditions hereof, WWI may from
time to time borrow, prepay and reborrow such Swing Line Loans.  All Existing Swing Line Loans shall be
continued as Swing Line Loans hereunder.


 


SECTION 2.1.3.  Letter
of Credit Commitment.  Subject
to compliance by the Obligors with the terms of Section 2.1.5, Section 5.1
and Section 5.2, from time to time on any Business Day occurring
from and after September 29, 1999 but prior to the Revolving Loan
Commitment Termination Date, the Issuer will


 


(a)           issue
one or more standby or documentary letters of credit (each referred to as a “Letter
of Credit”) for the account of WWI in the Stated Amount requested by WWI on
such day; or


 


(b)           extend
the Stated Expiry Date of an existing standby Letter of Credit previously
issued hereunder to a date not later than the earlier of (x) the Revolving
Loan Commitment Termination Date and (y) one year from the date of such
extension.


 


SECTION 2.1.4.  Lenders Not Permitted or Required
to Make Loans.  No Lender
shall be permitted or required to, and WWI shall not request that any Lender,
make


 


(a)           any
Additional Term B Loan if, after giving effect thereto, the aggregate original
principal amount of all the Additional Term B Loans:


 


35

















 


(i)            of
all Lenders would exceed the Additional Term B Loan Commitment Amount; or


 


(ii)           of
such Lender would exceed such Lender’s Percentage of the Additional Term B Loan
Commitment Amount;


 


(b)           any
Revolving Loan or Swing Line Loan if, after giving effect thereto, the
aggregate outstanding principal amount of all the Revolving Loans and Swing
Line Loans


 


(i)            of
all the Lenders with Revolving Loan Commitments, together with the aggregate
amount of all Letter of Credit Outstandings, would exceed the Revolving Loan
Commitment Amount; or


 


(ii)           of
such Lender with a Revolving Loan Commitment (other than the Swing Line
Lender), together with such Lender’s Percentage of the aggregate amount of all
Letter of Credit Outstandings, would exceed such Lender’s Percentage of the
Revolving Loan Commitment Amount; or


 


(c)           any
Swing Line Loan if after giving effect to the making of such Swing Line Loan,
the outstanding principal amount of all Swing Line Loans would exceed the then
existing Swing Line Loan Commitment Amount.


 


SECTION 2.1.5.  Issuer Not Permitted or Required
to Issue Letters of Credit. 
No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount or
(b) the sum of the aggregate amount of all Letter of Credit Outstandings
plus the aggregate principal amount of all Revolving Loans and Swing Line
Loans then outstanding would exceed the Revolving Loan Commitment Amount.


 


SECTION 2.1.6.  Designated
Additional Loans.  At any time
that no Default has occurred and is continuing, WWI may notify the
Administrative Agent that WWI is requesting that, on the terms and subject to
the conditions contained in this Agreement, the Lenders and/or other lenders
not then a party to this Agreement provide up to an aggregate amount of
$200,000,000 in commitments to provide (i) (A) additional Revolving Loan
Commitments or (B) loans to be provided under a new tranche of revolving loans
which have terms and conditions (including interest rate and maturity date), as
mutually agreed to by WWI, the Administrative Agent, the Syndication Agent and
the Person(s) providing such new tranche of Loans (in either case, “Designated
Additional Revolving Loan Commitments), (ii) additional Term A Loans (“Designated
Additional Term A Loans”), (iii) additional Additional Term B Loans (“Designated
Additional Term B Loans”) and/or (iv) loans to be provided under a new tranche
of term loans (“Designated New Term Loans”) which have terms and
conditions (including interest rate and amortization schedule), as mutually
agreed to by WWI, the Administrative Agent, the Syndication Agent and the
Person(s) providing such new tranche of Loans. 
Upon receipt of any such notice, the Administrative Agent shall use
commercially reasonable efforts to arrange for the Lenders or other Eligible
Institutions to provide such additional commitments; provided that the
Administrative Agent will first offer each of the Lenders that then has a
Percentage of the


 


36

















 


Commitment
or Loans of the type proposed to be obtained a pro  rata portion
of any such additional commitment. 
Nothing contained in this Section 2.1.6 or otherwise in this
Agreement is intended to commit any Lender or any Agent to provide any portion
of any such additional commitments.  If
and to the extent that any Lenders and/or other lenders agree, in their sole
discretion, to provide any such additional commitments, (i) in the case of
Designated Additional Revolving Loan Commitments of the type set forth in (i)(A)
above, the Revolving Loan Commitment Amount shall be increased by the amount of
the additional Revolving Loan Commitments agreed to be so provided, (ii)
subject to compliance with the terms of Section 5.2 and such other
terms and conditions mutually agreed to among WWI, the Administrative Agent,
the Syndication Agent and the Lenders providing any such other commitments,
Loans of the type requested by WWI will be made on the date as agreed among
such Persons, (iii) the Percentages of the respective Lenders in respect of the
applicable Commitment or type of Loan shall be proportionally adjusted
(provided that the Percentage of each Lender shall not be increased without the
consent of such Lender), (iv) in the case of Designated Additional Revolving
Loan Commitment of the type set forth in (i)(A) above at such time and
in such manner as WWI and the Administrative Agent shall agree (it being
understood that WWI and the Agents will use commercially reasonable efforts to
avoid the prepayment or assignment of any LIBO Rate Loan on a day other than
the last day of the Interest Period applicable thereto), the Lenders shall
assign and assume outstanding Revolving Loans and participations in outstanding
Letters of Credit so as to cause the amounts of such Revolving Loans and
participations in Letters of Credit held by each Lender to conform to the
respective Percentages of the Revolving Loan Commitment of the Lenders and (v)
WWI shall execute and deliver any additional Notes or other amendments or
modifications to this Agreement or any other Loan Document as the
Administrative Agent may reasonably request. 
Any fees payable in respect of any commitment provided for in this Section 2.1.6
shall be as agreed to by WWI and the Administrative Agent. Any designation of a
commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of
commitments that may be requested under the Section 2.1.6  pro
tanto and (iii) shall be in a minimum principal amount of $5,000,000 and
integral multiples of $1,000,000.


 


SECTION 2.2.  Reduction
of the Commitment Amounts.  The
Commitment Amounts are subject to reductions from time to time pursuant to this
Section 2.2.


 


SECTION 2.2.1.  Optional.  WWI may, from time to time on any
Business Day occurring after the time of the initial Credit Extension
hereunder, voluntarily reduce the Swing Line Loan Commitment Amount, the Letter
of Credit Commitment Amount or the Revolving Loan Commitment Amount; provided,
however, that all such reductions shall require at least three Business
Days’ prior notice to the Administrative Agent and be permanent, and any
partial reduction of any Commitment Amount shall be in a minimum amount of
$1,000,000 and in an integral multiple of $100,000.  Any reduction of the Revolving Loan Commitment Amount which
reduces the Revolving Loan Commitment Amount below the sum of (i) the
Swing Line Loan Commitment Amount and (ii) the Letter of Credit Commitment
Amount shall result in an automatic and corresponding reduction of the Swing
Line Loan Commitment Amount and/or Letter of Credit Commitment Amount (as
directed by WWI in a notice to the Administrative Agent delivered together with
the notice of such voluntary reduction in the Revolving Loan Commitment Amount)
to an aggregate amount not in excess of the Revolving Loan Commitment Amount,
as so reduced, without any further action on the part of the Swing Line Lender
or the Issuer.


 


37

















 


SECTION 2.2.2.  Mandatory.  Following the prepayment in full of the Term
Loans and the Additional TLCs, the Revolving Loan Commitment Amount shall,
without any further action, automatically and permanently be reduced on the
date the Term Loans and the Additional TLCs would otherwise have been required
to be prepaid with any Net Disposition Proceeds, in an amount equal to the
amount by which the Term Loans and the Additional TLCs would otherwise be
required to be prepaid if Term Loans and the Additional TLCs had been
outstanding.  Any reduction of the
Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment
Amount below the sum of (i) the Swing Line Loan Commitment Amount and
(ii) the Letter of Credit Commitment Amount shall result in an automatic
and corresponding reduction of the Swing Line Loan Commitment Amount and/or
Letter of Credit Commitment Amount (as directed by WWI in a notice to the
Administrative Agent) to an aggregate amount not in excess of the Revolving
Loan Commitment Amount, as so reduced, without any further action on the part
of the Swing Line Lender or the Issuer.


 


SECTION 2.3.  Borrowing Procedures and Funding
Maintenance.  Loans shall
be made by the Lenders in accordance with this Section.


 


SECTION 2.3.1.  Term
Loans and Revolving Loans.  By
delivering a Borrowing Request to the Administrative Agent on or before 12:00
noon, New York time, on a Business Day, WWI may from time to time irrevocably
request, on not less than one (in the case of Base Rate Loans) and three (in
the case of LIBO Rate Loans) nor more than (in each case) five Business Days’
notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum
amount of $2,000,000, and an integral multiple of $500,000, and in the case of
Base Rate Loans, in a minimum amount of $500,000 and an integral multiple
thereof or, in either case, in the unused amount of the applicable
Commitment.  On the terms and subject to
the conditions of this Agreement, each Borrowing shall be comprised of the type
of Loans, and shall be made on the Business Day, specified in such Borrowing
Request.  On or before 11:00 a.m.,
New York time, on such Business Day each Lender shall deposit with the Administrative
Agent same day funds in an amount equal to such Lender’s Percentage of the
requested Borrowing.  Such deposit will
be made to an account which the Administrative Agent shall specify from time to
time by notice to the Lenders.  To the
extent funds are received from the Lenders, the Administrative Agent shall make
such funds available to the applicable Borrower by wire transfer to the
accounts such Borrower shall have specified in its Borrowing Request.  No Lender’s obligation to make any Loan
shall be affected by any other Lender’s failure to make any Loan.


 


SECTION 2.3.2.  Swing Line Loans.


 


(a)           By
telephonic notice, promptly followed (within three Business Days) by the
delivery of a confirming Borrowing Request, to the Swing Line Lender on or
before 11:00 a.m., New York time, on a Business Day, WWI may from time to
time irrevocably request that Swing Line Loans be made by the Swing Line Lender
in an aggregate minimum principal amount of $200,000 and an integral multiple
of $100,000.  Each request by WWI for a
Swing Line Loan shall constitute a representation and warranty by WWI that on
the date of such request and (if different) the date of the making of the Swing
Line Loan, both immediately before and after giving effect to such Swing Line
Loan and the application of the proceeds thereof, the statements made in Section 5.2.1
are true and correct.  All Swing Line
Loans shall be made as Base Rate Loans and shall not


 


38

















 


be
entitled to be converted into LIBO Rate Loans. 
The proceeds of each Swing Line Loan shall be made available by the
Swing Line Lender, by its close of business on the Business Day telephonic
notice is received by it as provided in the preceding sentences, to WWI by wire
transfer to the accounts WWI shall have specified in its notice therefor.


 


(b)           If
(i) any Swing Line Loan shall be outstanding for more than four full
Business Days or (ii) after giving effect to any request for a Swing Line
Loan or a Revolving Loan the aggregate principal amount of Revolving Loans and
Swing Line Loans outstanding to the Swing Line Lender, together with the Swing
Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the
Swing Line Lender’s Percentage of the Revolving Loan Commitment Amount, the
Swing Line Lender, at any time in its sole and absolute discretion may request
each Lender that has a Revolving Loan Commitment, and each such Lender,
including the Swing Line Lender hereby agrees, to make a Revolving Loan (which
shall always be initially funded as a Base Rate Loan) in an amount equal to
such Lender’s Percentage of the amount of the Swing Line Loans (“Refunded
Swing Line Loans”) outstanding on the date such notice is given.  On or before 11:00 a.m. (New York time)
on the first Business Day following receipt by each Lender of a request to make
Revolving Loans as provided in the preceding sentence, each such Lender (other
than the Swing Line Lender) shall deposit in an account specified by the
Administrative Agent to the Lenders from time to time the amount so requested in
same day funds, whereupon such funds shall be immediately delivered to the
Swing Line Lender (and not WWI) and applied to repay the Refunded Swing Line
Loans.  On the day such Revolving Loans
are made, the Swing Line Lender’s Percentage of the Refunded Swing Line Loans
shall be deemed to be paid.  Upon the
making of any Revolving Loan pursuant to this clause, the amount so funded
shall become due under such Lender’s Revolving Note and shall no longer be owed
under the Swing Line Note.  Each
Lender’s obligation to make the Revolving Loans referred to in this clause
shall be absolute and unconditional and shall not be affected by any
circumstance, including, (i) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the Swing Line Lender, WWI or
any other Person for any reason whatsoever; (ii) the occurrence or
continuance of any Default; (iii) any adverse change in the condition
(financial or otherwise) of WWI or any other Obligor, subsequent to the date of
the making of a Swing Line Loan; (iv) the acceleration or maturity of any
Loans or the termination of the Revolving Loan Commitment after the making of
any Swing Line Loan; (v) any breach of this Agreement by WWI, any other
Obligor or any other Lender; or (vi) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


 


(c)           In
the event that (i) WWI or any Subsidiary is subject to any bankruptcy or
insolvency proceedings as provided in Section 9.1.9 or
(ii) the Swing Line Lender otherwise requests, each Lender with a
Revolving Loan Commitment shall acquire without recourse or warranty an
undivided participation interest equal to such Lender’s Percentage of any Swing
Line Loan otherwise required to be repaid by such Lender pursuant to the
preceding clause by paying to the Swing Line Lender on the date on which such
Lender would otherwise have been required to make a Revolving Loan in respect
of such Swing Line Loan pursuant to the preceding clause, in same day funds, an
amount equal to such Lender’s Percentage of such Swing Line Loan, and no
Revolving


 


39

















 


Loans
shall be made by such Lender pursuant to the preceding clause.  From and after the date on which any Lender
purchases an undivided participation interest in a Swing Line Loan pursuant to
this clause, the Swing Line Lender shall distribute to such Lender
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s participation interest is outstanding
and funded) its ratable amount of all payments of principal and interest in
respect of such Swing Line Loan in like funds as received; provided, however,
that in the event such payment received by the Swing Line Lender is required to
be returned to WWI, such Lender shall return to the Swing Line Lender the
portion of any amounts which such Lender had received from the Swing Line
Lender in like funds.


 


(d)           Notwithstanding
anything herein to the contrary, the Swing Line Lender shall not be obligated
to make any Swing Line Loans if it has elected after the occurrence of a
Default not to make Swing Line Loans and has notified WWI in writing or by
telephone of such election.  The Swing
Line Lender shall promptly give notice to the Lenders of such election not to
make Swing Line Loans.


 


SECTION 2.4.  Continuation and Conversion
Elections.  By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
noon, New York time, on a Business Day, WWI may from time to time irrevocably
elect, on not less than one (in the case of a conversion of LIBO Rate Loans to
Base Rate Loans) and three (in the case of a continuation of LIBO Rate Loans or
a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (in each
case) five Business Days’ notice that all, or any portion in an aggregate
minimum amount of $2,000,000 and an integral multiple of $500,000, in the case
of the continuation of, or conversion into, LIBO Rate Loans, or an aggregate
minimum amount of $500,000 and an integral multiple thereof, in the case of the
conversion into Base Rate Loans (other than Swing Line Loans as provided in clause
(a) of Section 2.3.2) be, in the case of Base Rate Loans,
converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted
into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of
delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan
at least three Business Days before the last day of the then current Interest Period
with respect thereto, such LIBO Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided, however,
that (x) each such conversion or continuation shall be pro rated among the
applicable outstanding Loans of the relevant Lenders, and (y) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is
continuing.


 


SECTION 2.5.  Funding.  Each Lender may, if it so elects, fulfill
its obligation to make, continue or convert LIBO Rate Loans hereunder by
causing one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such LIBO Rate Loan, so
long as such action does not result in increased costs to WWI; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to have
been made and to be held by such Lender, and the obligation of WWI to repay
such LIBO Rate Loan shall nevertheless be to such Lender for the account of
such foreign branch, Affiliate or international banking facility; and provided
further, however, that such Lender shall cause such foreign
branch, Affiliate or international banking facility to comply with the
applicable provisions of clause (b) of Section 4.6 with
respect to such LIBO Rate Loan.  In
addition, WWI hereby


 


40

















 


consents and agrees that, for purposes of any
determination to be made for purposes of Sections 4.1, 4.2, 4.3
or 4.4, it shall be conclusively assumed that each Lender elected to
fund all LIBO Rate Loans by purchasing U.S. Dollar deposits in its LIBOR
Office’s interbank eurodollar market.


 


SECTION 2.6.  Issuance
Procedures.  By delivering to
the Administrative Agent an Issuance Request on or before 12:00 noon, New
York time, on a Business Day, WWI may, from time to time irrevocably request,
on not less than three nor more than ten Business Days’ notice (or such shorter
notice as may be acceptable to the Issuer), in the case of an initial issuance
of a Letter of Credit, and not less than three nor more than ten Business Days’
notice (unless a shorter notice period is acceptable to the Issuer) prior to
the then existing Stated Expiry Date of a Letter of Credit, in the case of a
request for the extension of the Stated Expiry Date of a Letter of Credit, that
the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an
irrevocable Letter of Credit for WWI’s account or for the account of any
wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty
and the WWI Security Agreement and whose outstanding Capital Securities is
pledged to the Administrative Agent for the benefit of the Lenders pursuant to
the WWI Pledge Agreement, in such form as may be requested by WWI and approved
by the Issuer, solely for the purposes described in Section 7.1.9.  Notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, WWI
hereby acknowledges and agrees that it shall be obligated to reimburse the
Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to
be the obligor for purposes of each such Letter of Credit issued hereunder
(whether the account party on such Letter of Credit is WWI or a Subsidiary of
WWI).  Upon receipt of an Issuance
Request, the Administrative Agent shall promptly notify the Issuer and each
Lender thereof.  Each Letter of Credit
shall by its terms be stated to expire on a date (its “Stated Expiry Date”)
no later than the earlier to occur of (i) the Revolving Loan Commitment
Termination Date or (ii) one year from the date of its issuance.  The Issuer will make available to the
beneficiary thereof the original of each Letter of Credit which it issues
hereunder.


 


SECTION 2.6.1.  Other
Lenders’ Participation.  Upon
the issuance of each Letter of Credit issued by the Issuer pursuant hereto (or
the continuation of an Existing Letter of Credit hereunder), and without
further action, each Lender (other than the Issuer) that has a Revolving Loan
Commitment shall be deemed to have irrevocably purchased from the Issuer, to
the extent of its Percentage to make Revolving Loans, and the Issuer shall be
deemed to have irrevocably granted and sold to such Lender a participation
interest in such Letter of Credit (including the Contingent Liability and any
Reimbursement Obligation and all rights with respect thereto), and such Lender
shall, to the extent of its Revolving Loan Commitment Percentage, be
responsible for reimbursing promptly (and in any event within one Business Day)
the Issuer for Reimbursement Obligations which have not been reimbursed by WWI
in accordance with Section 2.6.3. 
In addition, such Lender shall, to the extent of its Percentage to make
Revolving Loans, be entitled to receive a ratable portion of the Letter of
Credit fees payable pursuant to Section 3.3.3 with respect to each
Letter of Credit and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation. 
To the extent that any Lender has reimbursed the Issuer for a
Disbursement as required by this Section, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from WWI or
otherwise) in respect of such Disbursement.


 


41

















 


SECTION 2.6.2.  Disbursements; Conversion to
Revolving Loans.  The
Issuer will notify WWI and the Administrative Agent promptly of the presentment
for payment of any Letter of Credit issued by the Issuer, together with notice
of the date (the “Disbursement Date”) such payment shall be made (each
such payment, a “Disbursement”). 
Subject to the terms and provisions of such Letter of Credit and this
Agreement, the Issuer shall make such payment to the beneficiary (or its
designee) of such Letter of Credit. 
Prior to 12:00 noon, New York time, on the first Business Day
following the Disbursement Date (the “Disbursement Due Date”), WWI will
reimburse the Administrative Agent, for the account of the Issuer, for all
amounts which the Issuer has disbursed under such Letter of Credit, together
with interest thereon at the rate per annum otherwise applicable to Revolving
Loans (made as Base Rate Loans) from and including the Disbursement Date to but
excluding the Disbursement Due Date and, thereafter (unless such Disbursement
is converted into a Base Rate Loan on the Disbursement Due Date), at a rate per
annum equal to the rate per annum then in effect with respect to overdue
Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2
for the period from the Disbursement Due Date through the date of such
reimbursement; provided, however, that, if no Default shall have
then occurred and be continuing, unless WWI has notified the Administrative
Agent no later than one Business Day prior to the Disbursement Due Date that it
will reimburse the Issuer for the applicable Disbursement, then the amount of
the Disbursement shall be deemed to be a Revolving Loan constituting a Base
Rate Loan and following the giving of notice thereof by the Administrative
Agent to the Lenders, each Lender with a commitment to make Revolving Loans
(other than the Issuer) will deliver to the Issuer on the Disbursement Due Date
immediately available funds in an amount equal to such Lender’s Percentage of
such Revolving Loan.  Each conversion of
Disbursement amounts into Revolving Loans shall constitute a representation and
warranty by WWI that on the date of the making of such Revolving Loan all of
the statements set forth in Section 5.2.1 are true and correct.


 


SECTION 2.6.3.  Reimbursement.  The obligation (a “Reimbursement
Obligation”) of WWI under Section 2.6.2 to reimburse the Issuer
with respect to each Disbursement (including interest thereon) not converted
into a Base Rate Loan pursuant to Section 2.6.2, and, upon the failure
of WWI to reimburse the Issuer and the giving of notice thereof by the
Administrative Agent to the Lenders, each Lender’s (to the extent it has a
Revolving Loan Commitment) obligation under Section 2.6.1 to
reimburse the Issuer or fund its Percentage of any Disbursement converted into
a Base Rate Loan, shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which WWI or such Lender, as the case may be, may have or have had
against the Issuer or any such Lender, including any defense based upon the
failure of any Disbursement to conform to the terms of the applicable Letter of
Credit (if, in the Issuer’s good faith opinion, such Disbursement is determined
to be appropriate) or any non-application or misapplication by the beneficiary
of the proceeds of such Letter of Credit; provided, however, that
after paying in full its Reimbursement Obligation hereunder, nothing herein
shall adversely affect the right of WWI or such Lender, as the case may be, to
commence any proceeding against the Issuer for any wrongful Disbursement made
by the Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part of the Issuer.


 


SECTION 2.6.4.  Deemed
Disbursements.  Upon the
occurrence and during the continuation of any Event of Default of the type
described in Section 9.1.9 or, with notice from


 


42

















 


the
Administrative Agent acting at the direction of the Required Lenders, upon the
occurrence and during the continuation of any other Event of Default,


 


(a)           an
amount equal to that portion of all Letter of Credit Outstandings attributable
to the then aggregate amount which is undrawn and available under all Letters
of Credit issued and outstanding shall, without demand upon or notice to WWI or
any other Person, be deemed to have been paid or disbursed by the Issuer under
such Letters of Credit (notwithstanding that such amount may not in fact have
been so paid or disbursed); and


 


(b)           upon
notification by the Administrative Agent to WWI of its obligations under this
Section, WWI shall be immediately obligated to reimburse the Issuer for the
amount deemed to have been so paid or disbursed by the Issuer.


 


Any amounts so payable by WWI pursuant to this
Section shall be deposited in cash with the Administrative Agent and held
as collateral security for the Obligations in connection with the Letters of
Credit issued by the Issuer.  At such
time when the Events of Default giving rise to the deemed disbursements
hereunder shall have been cured or waived, the Administrative Agent shall
return to WWI all amounts then on deposit with the Administrative Agent
pursuant to this Section, together with accrued interest at the Federal Funds
Rate, which have not been applied to the satisfaction of such Obligations.


 


SECTION 2.6.5.  Nature
of Reimbursement Obligations. 
WWI and, to the extent set forth in Section 2.6.1, each
Lender with a Revolving Loan Commitment, shall assume all risks of the acts,
omissions or misuse of any Letter of Credit by the beneficiary thereof.  The Issuer (except to the extent of its own
gross negligence or willful misconduct) shall not be responsible for:


 


(a)           the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
Letter of Credit or any document submitted by any party in connection with the
application for and issuance of a Letter of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged;


 


(b)           the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or the proceeds thereof
in whole or in part, which may prove to be invalid or ineffective for any
reason;


 


(c)           failure
of the beneficiary to comply fully with conditions required in order to demand
payment under a Letter of Credit;


 


(d)           errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise; or


 


(e)           any
loss or delay in the transmission or otherwise of any document or draft
required in order to make a Disbursement under a Letter of Credit.


 


43

















 


None of the foregoing shall affect, impair or prevent
the vesting of any of the rights or powers granted to the Issuer or any Lender
with a Revolving Loan Commitment hereunder. 
In furtherance and extension and not in limitation or derogation of any
of the foregoing, any action taken or omitted to be taken by the Issuer in good
faith (and not constituting gross negligence or willful misconduct) shall be
binding upon WWI, each Obligor and each such Lender, and shall not put the
Issuer under any resulting liability to WWI, any Obligor or any such Lender, as
the case may be.


 


SECTION 2.7.  Notes.  Each Lender’s
Loans under a Commitment for a Loan shall be evidenced, if such Lender shall
request, by a Note payable to the order of such Lender in a maximum principal
amount equal to such Lender’s Percentage of the original applicable Commitment
Amount.  All Swing Line Loans made by
the Swing Line Lender shall be evidenced by a Swing Line Note payable to the
order of the Swing Line Lender in a maximum principal amount equal to the Swing
Line Loan Commitment Amount.  WWI hereby
irrevocably authorizes each Lender to make (or cause to be made) appropriate
notations on the grid attached to such Lender’s Notes (or on any continuation
of such grid), which notations, if made, shall evidence, inter  alia,
the date of, the outstanding principal of, and the interest rate and Interest
Period applicable to the Loans evidenced thereby.  Such notations shall be conclusive and binding on WWI absent
manifest error; provided, however, that the failure of any Lender
to make any such notations shall not limit or otherwise affect any Obligations
of WWI or any other Obligor.


 


SECTION 2.8.  Registered Notes.  (a)  Any Non-U.S. Lender that could become
completely exempt from withholding of any taxes in respect of payment of any
interest due to such Non-U.S. Lender under this Agreement if the Notes held by
such Lender were in registered form for U.S. Federal income tax purposes may
request WWI (through the Administrative Agent), and WWI agrees (i) to
exchange for any Notes held by such Lender, or (ii) to issue to such
Lender on the date it becomes a Lender, promissory notes(s) registered as
provided in clause (b) of this Section 2.8 (each a
Registered Note).  Registered Notes may
not be exchanged for Notes that are not Registered Notes.


 


(b)           The
Administrative Agent shall enter, in the Register, the name of the registered
owner of the Non-U.S. Lender Obligation(s) evidenced by a Registered Note.


 


(c)           The
Register shall be available for inspection by WWI and any Lender at any
reasonable time upon reasonable prior notice.


 


SECTION 2.9.  Additional
TLC Facility.  Each Additional
TLC Lender that has an Additional TLC Commitment shall purchase, on the
Effective Date, TLCs (the “Additional TLCs”) from the SP1 Borrower equal
to such Additional TLC Lender’s Percentage of the Additional TLC Commitment
Amount (with the commitment of each such Additional TLC Lender to purchase
Additional TLCs being its “Additional TLC Commitment”).  No amounts paid or prepaid with respect to
Additional TLCs may be reborrowed.  No
Additional TLC Lender shall be permitted or required to, and WWI shall not
request that any Additional TLC Lender, purchase an Additional TLC if, after
giving effect thereto, the aggregate original principal amount of all the
Additional TLCs of all the Additional TLC Lenders would exceed the


 


44

















 


Additional
TLC Commitment Amount or, for such Additional TLC Lender, would exceed such
Additional TLC Lender’s Percentage of the Additional TLC Commitment Amount.


 


SECTION 2.10.  Extension of Revolving Loan
Commitment Termination Date. 
Subject to the terms set forth in this Section, the Revolving Loan
Commitment Termination Date may be extended for any time period at the request
of WWI with the express consent of each Revolving Lender that wishes to extend
its Revolving Loan Commitment beyond the then effective Revolving Loan
Commitment Termination Date.  Not later
than the date 90 days prior to the Revolving Loan Commitment Termination Date,
WWI shall, at its option, in a written notice to the Administrative Agent
request (an “Extension Request”) that the Revolving Loan Commitment
Termination Date be extended for such period as it may request.  The Administrative Agent shall promptly
distribute such Extension Request to the Revolving Lenders.  Each Revolving Lender may consent to such
Extension Request by delivering to the Administrative Agent its express written
consent thereto no later than 60 days prior to such Revolving Loan Commitment
Termination Date.  WWI acknowledges that
each such Revolving Lender’s decision to consent to or reject an Extension Request
shall be a new credit determination by each such Revolving Lender and as such
each Revolving Lender may withhold its consent, or condition its consent upon
additional or different terms, in each case in its sole and absolute
discretion.  If (i) any Revolving
Lender notifies the Administrative Agent in writing on or before the 60th day
prior to such Revolving Loan Commitment Termination Date that it will not
consent to such Extension Request or (ii) none of the Revolving Lenders
have expressly consented in writing to any such Extension Request on or before
the 60th day prior to such Revolving Loan Commitment Termination Date, then the
Administrative Agent shall immediately notify WWI and WWI, at its option, may
(x) withdraw such Extension Request at any time prior to the date 10 days prior
to such Revolving Loan Commitment Termination Date, or (y) attempt to replace
each such Revolving Lender which has not agreed to such Extension Request (a “Nonextending
Lender”) with another commercial lending institution reasonably
satisfactory to the Administrative Agent or another Revolving Lender (a “Replacement
Lender”) by giving notice (not later than the date 20 days prior to such
Revolving Loan Commitment Termination Date) of the name of such Replacement
Lender to the Administrative Agent; provided, that unless the Revolving
Lenders (including Replacement Lenders) have agreed to such Extension Request
on or before the 20th day prior to such Revolving Loan Commitment Termination
Date, such Extension Request shall be automatically withdrawn.  Unless the Administrative Agent shall object
to the identity of such proposed Replacement Lender prior to the date 10 days
prior to such Revolving Loan Commitment Termination Date, upon notice from the
Administrative Agent, each Nonextending Lender shall promptly (but in no event
later than such Revolving Loan Commitment Termination Date) assign all of its
interests hereunder to such Replacement Lender in consideration for an amount
equal to such Nonextending Lender’s pro rata share of the outstanding principal
amount of the Revolving Loans and Letter of Credit Outstandings, plus accrued
but unpaid interest thereon, plus accrued but unpaid fees and all other amounts
owing to such Nonextending Lender under the Loan Documents, all in accordance
with the provisions of Section 11.10 hereof.  In the event that only a portion of the
Revolving Lenders agree to such Extension Request in accordance with this
Section, the Revolving Loan Commitment Termination Date shall be extended in
accordance with such Extension Request with respect to those Revolving Lenders;
provided, however, that with respect to each Nonextending Lender
that has not been replaced in accordance with the terms of this Section, the
Commitment of each such Nonextending Lender shall terminate on the original
Revolving Loan


 


45

















 


Commitment
Termination Date (as such date may have been previously extended), and WWI
shall pay to the Administrative Agent for the account of each such Nonextending
Lender on or before the then current Revolving Loan Commitment Termination
Date, such Nonextending Lender’s pro rata share of the principal of and
interest on all outstanding Revolving Loans and Letter of Credit Outstandings,
plus accrued but unpaid fees and all other amounts owing to such Nonextending
Lender under the Loan Documents, and the sum of the aggregate Revolving Loan
Commitment Amounts shall be irrevocably reduced by an amount equal to the sum
of the aggregate Revolving Loan Commitment Amounts of all Nonextending Lenders.  If all of the Revolving Lenders (other than
the Nonextending Lenders) consent to any such Extension Request (or if all
Nonextending Lenders are replaced in accordance with this Section 2.10),
then as of 5:00 p.m. New York time on the Revolving Loan Commitment Termination
Date, the Revolving Loan Commitment Termination Date shall be deemed to have
been extended for, and shall be the date, set forth in the Extension Request.


 


ARTICLE III


 


REPAYMENTS, PREPAYMENTS, INTEREST
AND FEES


 


SECTION 3.1.  Repayments
and Prepayments;
Application.


 


SECTION 3.1.1.  Repayments and Prepayments.  The SP1 Borrower and WWI shall repay in full
the unpaid principal amount of each Loan and Additional TLC, as applicable,
upon the Stated Maturity Date therefor. 
Prior thereto,


 


(a)           any
Borrower may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of any


 


(i)            Loan
(other than Swing Line Loans) or Additional TLC, provided, however,
that


 


(A)          any
such prepayment of the Term Loans, Designated New Term Loans or Additional TLCs
shall be made pro  rata among such Term Loans, or Designated New
Term Loans or Additional TLCs of the same type and if applicable, having the
same Interest Period as all Lenders that have made such Term Loans, or
Designated New Term Loans or Additional TLCs, and any such prepayment of
Revolving Loans shall be made pro  rata among the Revolving Loans
of the same type and, if applicable, having the same Interest Period as all
Lenders that have made such Revolving Loans;


 


(B)           the
Borrowers shall comply with Section 4.4 in the event that any LIBO
Rate Loan is prepaid on any day other than the last day of the Interest Period
for such Loan;


 


(C)           all
such voluntary prepayments shall require at least three but no more than five
Business Days’ prior written notice to the Administrative Agent; and


 


46

















 


(D)          all
such voluntary partial prepayments shall be, in the case of LIBO Rate Loans or
Additional TLCs bearing interest with reference to the LIBO Rate, in an
aggregate minimum amount of $2,000,000 and an integral multiple of $500,000
and, in the case of Base Rate Loans or Additional TLCs bearing interest with
reference to the Base Rate, in an aggregate minimum amount of $500,000 and an
integral multiple thereof; or


 


(ii)           Swing
Line Loans, provided that all such voluntary prepayments shall require
prior telephonic notice to the Swing Line Lender on or before 1:00 p.m., New
York time, on the day of such prepayment (such notice to be confirmed in
writing within 24 hours thereafter);


 


(b)           the
SP1 Borrower and WWI, as the case may be, shall no later than one Business Day
following the receipt by WWI or any of its Subsidiaries of any Net Disposition
Proceeds, deliver to the Administrative Agent a calculation of the amount of
such Net Disposition Proceeds and, subject to the following proviso,
make a mandatory prepayment of the Term Loans and Additional TLCs in an amount
equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2;
provided, however, that, at the option of WWI and so long as no
Default shall have occurred and be continuing, WWI may use or cause the
appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets
useful in the business of WWI and its Subsidiaries or to purchase a majority
controlling interest in a Person owning such assets or to increase any such
controlling interest already maintained by it; provided, that if
such Net Disposition Proceeds arise from or are related to a Disposition of
assets of a Guarantor then any such reinvestment must either be made by or in a
Guarantor or a Person which upon the making of such reinvestment becomes a
Guarantor (with such assets or interests collectively referred to as “Qualified
Assets”) within 365 days after the consummation (and with the Net
Disposition Proceeds) of such sale, conveyance or disposition, and in the event
WWI elects to exercise its right to purchase Qualified Assets with the Net
Disposition Proceeds pursuant to this clause, WWI shall deliver a certificate
of an Authorized Officer of WWI to the Administrative Agent within 30 days
following the receipt of Net Disposition Proceeds setting forth the amount of
the Net Disposition Proceeds which WWI expects to use to purchase Qualified
Assets during such 365 day period; provided  further, that WWI and
its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds
in Qualified Assets to the extent permitted by Section 7.2.5 over
the term of this Agreement.  If and to
the extent that WWI has elected to reinvest Net Disposition Proceeds as
permitted above, then on the date which is 365 days (in the case of clause (b)(i)
below) and 370 days (in the case of clause (b)(ii) below) after the relevant
sale, conveyance or disposition, WWI shall (i) deliver a certificate of an
Authorized Officer of WWI to the Administrative Agent certifying as to the
amount and use of such Net Disposition Proceeds actually used to purchase
Qualified Assets and (ii) deliver to the Administrative Agent, for
application in accordance with this clause and Section 3.1.2, an
amount equal to the remaining unused Net Disposition Proceeds;


 


(c)           [INTENTIONALLY
OMITTED];


 


47

















 


(d)           [INTENTIONALLY
OMITTED];


 


(e)           WWI
shall, on each date when any reduction in the Revolving Loan Commitment Amount
shall become effective, including pursuant to Section 2.2 or Section 3.1.2,
make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line
Loans, and (if necessary) deposit with the Administrative Agent cash collateral
for Letter of Credit Outstandings) in an aggregate amount equal to the excess,
if any, of the aggregate outstanding principal amount of all Revolving Loans,
Swing Line Loans and Letters of Credit Outstanding over the Revolving Loan
Commitment Amount as so reduced;


 


(f)            WWI
shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring
on or during any period set forth below, make a scheduled repayment of the
aggregate outstanding principal amount, if any, of all Term A Loans in an
amount equal to the amount set forth below opposite the Stated Maturity Date or
such Quarterly Payment Date (as such amounts may have otherwise been reduced
pursuant to this Agreement), as applicable:


 


	
  09/30/03 through
  (and including)

  09/30/04

  	
   

  	
  $2,808,418.73

  
	
   

  	
   

  	
   

  
	
  10/01/04 through
  (and including)

  Stated Maturity Date

  	
   

  	
  $3,978,593.17, or one-quarter of the then
  outstanding principal amount of all Term A Loans, if different (with the remaining amount due in full on
  the Stated Maturity Date for Term A Loans);

  



 


provided, that each remaining
amortization amount of Term A Loans occurring after the date of the making of a
Designated Additional Term A Loan will be increased pro  rata by the
aggregate principal amount of any Designated Additional Term A Loan.


 


(g)           WWI
shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring
on or during any period set forth below, make a scheduled repayment of the
aggregate outstanding principal amount, if any, of all Additional Term B Loans
in an amount equal to the amount set forth below opposite the Stated Maturity
Date or such Quarterly Payment Date (as such amounts may have otherwise been
reduced pursuant to this Agreement), as applicable:


 


48

















 


	
  09/30/03 through
  (and including)

  12/31/08

  	
   

  	
  $957,127.84

  
	
   

  	
   

  	
   

  
	
  01/01/09 through
  (and including)

  Stated Maturity Date

  	
   

  	
  $90,448,580.63, or one-quarter of the then
  outstanding principal amount of all Additional Term B Loans, if different (with the remaining amount due in full on
  the Stated Maturity Date for Additional Term B Loans);

  



 


provided, that each remaining
amortization amount of Additional Term B Loans occurring after the date of the
making of a Designated Additional Term B Loan will be increased pro  rata
by the aggregate principal amount of any Designated Additional Term B Loan;


 


(h)           the
SP1 Borrower shall, on the Stated Maturity Date and on each Quarterly Payment
Date occurring on or during any period set forth below, make a scheduled
repayment of the aggregate outstanding principal amount, if any, of all
Additional TLCs in an amount equal to the amount set forth below opposite the
Stated Maturity Date or such Quarterly Payment Date, as applicable (as such
amounts may have otherwise been reduced pursuant to this Agreement):


 


	
  09/30/03 through
  (and including)

  12/31/08

  	
   

  	
  $122,872.16

  
	
   

  	
   

  	
   

  
	
  01/01/09 through
  (and including)

  Stated Maturity Date

  	
   

  	
  $11,611,419.36, or one-quarter of the then
  outstanding principal amount of all Additional TLCs, if different (with the remaining amount due in full on
  the Stated Maturity Date for Additional TLCs);

  



 


(i)            the
SP1 Borrower and WWI, as the case may be, shall, immediately upon any
acceleration of the Stated Maturity Date of any Loans or Obligations pursuant
to Section 9.2 or Section 9.3, repay all Loans and
Additional TLCs and provide the Administrative Agent with cash collateral in an
amount equal to the Letter of Credit Outstandings, unless, pursuant to Section 9.3,
only a portion of all Loans and Additional TLCs and Obligations are so
accelerated (in which case the portion so accelerated shall be so prepaid or
cash collateralized with the Administrative Agent); and


 


49

















 


(j)            the
SP1 Borrower shall, immediately upon receipt of proceeds in connection with the
repayment of any intercompany loan payable to the SP1 Borrower, make a
mandatory prepayment of the Additional TLCs, to be applied as set forth in Section 3.1.2,
in an amount equal to the sum of such proceeds, other than (x) scheduled
amortization payments thereof and (y) any other payment to the SP1 Borrower
which would otherwise result in a mandatory prepayment under this Section 3.1.1.


 


(k)           WWI
shall pay the principal amount of the Designated New Term Loans at such times
and in such amounts as determined pursuant to Section 2.1.6.


 


Each prepayment of any Loans or Additional TLCs made
pursuant to this Section shall be without premium or penalty, except as
may be required by Section 4.4. 
No prepayment of principal of any Revolving Loans or Swing Line Loans
pursuant to clauses (a) of Section 3.1.1 shall cause a
reduction in the Revolving Loan Commitment Amount or the Swing Line Loan
Commitment Amount, as the case may be.


 


SECTION 3.1.2.  Application.


 


(a)           Subject
to clause (b), each prepayment or repayment of the principal of the
Loans or Additional TLCs shall be applied, to the extent of such prepayment or
repayment, first, to the principal amount thereof being maintained as
Base Rate Loans or bearing interest with reference to the Base Rate, as the
case may be, and second, to the principal amount thereof being
maintained as LIBO Rate Loans or bearing interest with reference to the LIBO
Rate, as the case may be.


 


(b)           Each
voluntary prepayment of Term Loans or Additional TLCs and each prepayment of
Term Loans and Additional TLCs made pursuant to clause (b) of Section 3.1.1
shall be applied pro  rata to a mandatory prepayment of the
outstanding principal amount of all Term Loans and Additional TLCs (with the
amount of such prepayment of the Term Loans or Additional TLCs being applied to
the remaining Term Loan and Additional TLC amortization payments, as the case
may be, required pursuant to clauses (f), (g), (h) and (i)
of Section 3.1.1, in each case pro  rata in accordance
with the amount of each such remaining amortization payment), until all such
Term Loans and Additional TLCs have been paid in full; provided, however,
that in the case of each prepayment of Term Loans and Additional TLCs required
pursuant to clause (b) of Section 3.1.1, any Lender that has
Additional Term B Loans and Additional TLCs outstanding (at a time when any
Term A Loans remain outstanding) may, by delivering a notice to the
Administrative Agent at least one Business Day prior to the date that such
prepayment is to be made, elect not to have its pro  rata share of
Additional Term B Loans or Additional TLCs, as the case may be, prepaid, and
upon any such election the Administrative Agent shall (x) apply 50% of the
amount that otherwise would have prepaid such Lender’s Additional Term B Loans
or Additional TLCs, as the case may be, to a mandatory prepayment of the Term A
Loans (until repaid in full), then to the prepayment of such Lender’s
Additional Term B Loans or Additional TLCs, as the case may be (with no right
to decline such prepayment) and then to a reduction of the outstanding
Revolving Loans (without any reduction in the Revolving Loan Commitment Amount)
and (y) permit the remaining 50% of such amount to be retained by the
applicable Borrower.


 


50

















 


SECTION 3.2.  Interest
Provisions.  Interest on the
outstanding principal amount of Loans shall accrue and be payable in accordance
with this Section 3.2.


 


SECTION 3.2.1.  Rates.  Pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice,
WWI may elect that Loans and Additional TLCs comprising a Borrowing accrue
interest at a rate per annum:


 


(a)           on
that portion maintained from time to time as a Base Rate Loan, equal to the sum
of the Alternate Base Rate from time to time in effect plus the Applicable
Margin for such Loans; and


 


(b)           on
that portion maintained as a LIBO Rate Loan, during each Interest Period
applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for
such Interest Period plus the Applicable Margin for such Loans.


 


All LIBO Rate Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate determined
as applicable to such LIBO Rate Loan.


 


SECTION 3.2.2.  Post-Maturity
Rates.  After the date any
principal amount of any Loan shall have become due and payable (whether on
the Stated Maturity Date, upon acceleration or otherwise), or any other
monetary Obligation (other than overdue Reimbursement Obligations which shall
bear interest as provided in Section 2.6.2) of WWI shall have
become due and payable, WWI shall pay, but only to the extent permitted by law,
interest (after as well as before judgment) on such amounts at a rate per annum
equal to:


 


(a)           in
the case of any overdue principal amount of Loans, overdue interest thereon,
overdue commitment fees or other overdue amounts owing in respect of Loans or
other obligations (or the related Commitments) under a particular Tranche, the
rate that would otherwise be applicable to Base Rate Loans under such Tranche
pursuant to Section 3.2.1 plus 2%; and


 


(b)           in
the case of overdue monetary Obligations (other than as described in clause (a)),
the Alternate Base Rate plus 4%.


 


SECTION 3.2.3.  Payment Dates.  Interest accrued on each Loan shall be
payable, without duplication:


 


(a)           on
the Stated Maturity Date therefor;


 


(b)           on
the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan;


 


(c)           with
respect to Base Rate Loans, in arrears on each Quarterly Payment Date occurring
after the date of the initial Borrowing hereunder;


 


51

















 


(d)           with
respect to LIBO Rate Loans, the last day of each applicable Interest Period
(and, if such Interest Period shall exceed three months, on the third month
anniversary of such Interest Period);


 


(e)           with
respect to any Base Rate Loans converted into LIBO Rate Loans on a day when
interest would not otherwise have been payable pursuant to clause (c),
on the date of such conversion; and


 


(f)            on
that portion of any Loans the Stated Maturity Date of which is accelerated
pursuant to Section 9.2 or Section 9.3, immediately
upon such acceleration.


 


Interest accrued on Loans, Reimbursement Obligations
or other monetary Obligations (other than Additional TLCs) arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.


 


SECTION 3.3.  Fees.  The Borrowers
agree to pay the fees set forth in this Section 3.3.  All such fees shall be non-refundable.


 


SECTION 3.3.1.  Commitment Fee.  WWI agrees to pay to the Administrative
Agent for the account of each Lender that has a Revolving Loan Commitment, for
the period (including any portion thereof when any of the Lender’s Commitments
are suspended by reason of any Borrower’s inability to satisfy any condition of
Article V) commencing on September 29, 1999 and continuing
through the Revolving Loan Commitment Termination Date, a commitment fee at the
rate of .50% per annum of the average daily unused portion of the Revolving Loan
Commitment Amount.  Such commitment fees
shall be payable by WWI in arrears on each Quarterly Payment Date, and on the
Revolving Loan Commitment Termination Date. 
The making of Swing Line Loans by the Swing Line Lender shall constitute
the usage of the Revolving Loan Commitment with respect to the Swing Line
Lender only and the commitment fees to be paid by WWI to the Lenders (other
than the Swing Line Lender) shall be calculated and paid accordingly.


 


SECTION 3.3.2.  Administrative
Agent’s Fee.  Each of the
Borrowers agrees to pay to the Administrative Agent, for its own account, the
non-refundable fees in the amounts and on the dates set forth in the Fee
Letter.


 


SECTION 3.3.3.  Letter of
Credit Fee.  WWI agrees to pay
to the Administrative Agent, for the pro  rata account of the
Issuer and each other Lender that has a Revolving Loan Commitment, a Letter of
Credit fee in an amount equal to the Applicable Margin per annum for Revolving
Loans that are maintained as LIBO Rate Loans, multiplied by the aggregate
Stated Amount of all outstanding Letters of Credit, such fees being payable
quarterly in arrears on each Quarterly Payment Date.  WWI further agrees to pay to the Issuer for its own account an
issuance fee in an amount as agreed to by WWI and the Issuer.


 


52

















 


ARTICLE IV



CERTAIN LIBO RATE AND OTHER PROVISIONS


 


SECTION 4.1.  LIBO
Rate Lending Unlawful.  If any
Lender shall determine (which determination shall, upon notice thereof to WWI
and the Lenders, be conclusive and binding on WWI) that the introduction of or
any change in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for
such Lender to make, continue or maintain any Loan as, or to convert any Loan
into, a LIBO Rate Loan, the obligations of such Lender to make, continue,
maintain or convert any Loans as LIBO Rate Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify the Administrative
Agent that the circumstances causing such suspension no longer exist (with the
date of such notice being the “Reinstatement Date”), and (i) all
LIBO Rate Loans previously made by such Lender shall automatically convert into
Base Rate Loans at the end of the then current Interest Periods with respect
thereto or sooner, if required by such law or assertion and (ii) all Loans
thereafter made by such Lender and outstanding prior to the Reinstatement Date
shall be made as Base Rate Loans, with interest thereon being payable on the
same date that interest is payable with respect to corresponding Borrowing of
LIBO Rate Loans made by Lenders not so affected.


 


SECTION 4.2.  Deposits
Unavailable.  If the
Administrative Agent shall have determined that


 


(a)           U.S.
Dollar deposits in the relevant amount and for the relevant Interest Period are
not available to the Administrative Agent in its relevant market; or


 


(b)           by
reason of circumstances affecting the Administrative Agent’s relevant market,
adequate means do not exist for ascertaining the interest rate applicable
hereunder to LIBO Rate Loans,


 


then, upon notice from the Administrative Agent to WWI
and the Lenders, the obligations of all Lenders under Section 2.3
and Section 2.4 to make or continue any Loans as, or to convert any
Loans into, LIBO Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify WWI and the Lenders that the circumstances
causing such suspension no longer exist.


 


SECTION 4.3.  Increased
LIBO Rate Loan Costs, etc. 
WWI agrees to reimburse each Lender for any increase in the cost to such
Lender of, or any reduction in the amount of any sum receivable by such Lender
in respect of, making, continuing or maintaining (or of its obligation to make,
continue or maintain) any Loans as, or of converting (or of its obligation to
convert) any Loans into, LIBO Rate Loans (excluding any amounts, whether or not
constituting taxes, referred to in Section 4.6) arising after the
date of any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other Governmental Authority that
results in such increase in cost or reduction in amounts receivable, except for
such changes with respect to increased capital costs and taxes which are
governed by Sections 4.5 and 4.6, respectively.  Such Lender shall promptly notify the
Administrative Agent and WWI in writing of the occurrence of any such event,
such notice to


 


53

















 


state,
in reasonable detail, the reasons therefor and the additional amount required
fully to compensate such Lender for such increased cost or reduced amount.  Such additional amounts shall be payable by
WWI directly to such Lender within five days of its receipt of such notice, and
such notice shall, in the absence of manifest error, be conclusive and binding
on WWI.


 


SECTION 4.4.  Funding Losses.  In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan)
as a result of


 


(a)           any
conversion or repayment or prepayment of the principal amount of any LIBO Rate
Loans on a date other than the scheduled last day of the Interest Period
applicable thereto, whether pursuant to Section 3.1 or otherwise;


 


(b)           any
Loans not being made as LIBO Rate Loans in accordance with the Borrowing
Request therefor; or


 


(c)           any
Loans not being continued as, or converted into, LIBO Rate Loans in accordance
with the Continuation/Conversion Notice therefor,


 


then, upon the written notice of such Lender to WWI
(with a copy to the Administrative Agent), WWI shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense.  Such written notice (which
shall include calculations in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on WWI.


 


SECTION 4.5.  Increased
Capital Costs.  If any change
in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court,
central bank, regulator or other Governmental Authority affects or would affect
the amount of capital required or expected to be maintained by any Lender or
any Person controlling such Lender, and such Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling
Person’s capital as a consequence of its Commitments, participation in Letters
of Credit or the Loans made or continued by such Lender is reduced to a level
below that which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case upon notice
from time to time by such Lender to WWI shall immediately pay directly to such
Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return.  A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
WWI.  In determining such amount, such
Lender may use any method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable.


 


SECTION 4.6.  Taxes.  The Borrowers covenant and agree as follows
with respect to taxes:


 


54

















 


(a)           Unless
required by law, any and all payments made by the Borrowers under this
Agreement and each other Loan Document shall be made without setoff,
counterclaim or other defense, and free and clear of, and without deduction or
withholding for or on account of, any taxes. 
In the event that any taxes are required by law to be deducted or
withheld from any payment required to be made by any Borrower to or on behalf
of any Secured Party under any Loan Document, then:


 


(i)            subject
to clause (f) below, if such taxes are Non-Excluded Taxes, the relevant
Borrower shall together with such payment pay an additional amount so that each
Secured Party receives free and clear of any Non-Excluded Taxes, the full
amount which it would have received if no such deduction or withholding of such
Non-Excluded Taxes had been required; and


 


(ii)           the
relevant Borrower shall pay to the relevant Governmental Authority imposing
such taxes the full amount of the deduction or withholding made by it.


 


(b)           In
addition, the Borrowers shall pay any and all Other Taxes imposed to the
relevant Governmental Authority imposing such Other Taxes in accordance with
applicable law.


 


(c)           As
promptly as practicable after the payment of any taxes or Other Taxes, and in
any event within 45 days of any such payment being due, the applicable Borrower
shall furnish to the Administrative Agent a copy of an official receipt (or a
certified copy thereof), evidencing the payment of such taxes or Other
Taxes.  The Administrative Agent shall
make copies thereof available to any Lender upon request therefor.


 


(d)           Subject
to clause (f) below, the Borrowers shall indemnify each Secured Party
for any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and
whether or not paid directly by) such Secured Party that have not been paid
previously by the Borrowers (whether or not such Non-Excluded Taxes or Other
Taxes are correctly or legally asserted by the relevant Governmental
Authority).  Promptly upon having
knowledge that any such Non-Excluded Taxes or Other Taxes have been levied,
imposed or assessed, and promptly upon notice thereof by any Secured Party, the
applicable Borrower shall pay such Non-Excluded Taxes or Other Taxes directly
to the relevant Governmental Authority (provided, however, that
no Secured Party shall be under any obligation to provide any such notice to
any Borrower).   In addition, provided
that the Borrowers have been notified promptly by a relevant Secured Party
which has determined in its sole discretion that a Non-Excluded Tax or Other
Tax has been levied, imposed or assessed against such Secured Party, each
Borrower shall indemnify each Secured Party for any incremental taxes that may become
payable by such Secured Party as a result of any failure of any Borrower to pay
any taxes when due to the appropriate Governmental Authority or to deliver to
the Administrative Agent, pursuant to clause (c) above, documentation
evidencing the payment of taxes or Other Taxes.  With respect to indemnification for Non-Excluded Taxes and Other
Taxes actually paid by any Secured Party or the indemnification provided in the
immediately preceding sentence, such indemnification shall be made within 30
days after the date such Secured Party makes


 


55

















 


written
demand therefor.  Each Borrower
acknowledges that any payment made to any Secured Party or to any Governmental
Authority in respect of the indemnification obligations of the Borrowers
provided in this clause shall constitute a payment in respect of which the
provisions of clause (a) above and this clause shall apply.


 


(e)           Each
Non-U.S. Lender, on or prior to the date on which such Non-U.S. Lender becomes
a Lender hereunder (and from time to time thereafter upon the request of any
Borrower or the Administrative Agent, but only for so long as such Non-U.S.
Lender is legally entitled to do so), shall deliver to such Borrower and the
Administrative Agent either


 


(i)            two
duly completed copies of either (x) Internal Revenue Service Form W-8BEN or (y)
Internal Revenue Service Form W-8EC1, or in either case an applicable successor
form, establishing, in either case, a complete exemption from United States
federal withholding taxes; or


 


(ii)           in
the case of a Non-U.S. Lender that is not legally entitled to deliver either
form listed in clause (e)(i)(x) above, (x) a certificate of a duly
authorized officer of such Non-U.S. Lender to the effect that such Non-U.S.
Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, (B) a “10 percent shareholder” of WWI within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
receiving interest from a related person within the meaning of
Section 881(c)(3)(C) of the Code (such certificate, an “Exemption
Certificate”) and (y) two duly completed copies of  Internal Revenue Service Form W-8 or
applicable successor form.


 


(f)            None
of the Borrowers shall be obligated to gross up any payments to any Lender
pursuant to clause (a) above, or to indemnify any Lender pursuant
to clause (d) above, in respect of United States federal
withholding taxes to the extent imposed as a result of (i) the failure of
such Lender to deliver to the applicable Borrower the form or forms and/or an
Exemption Certificate, as applicable to such Lender, pursuant to clause (e),
(ii) such form or forms and/or Exemption Certificate not establishing a
complete exemption from U.S. federal withholding tax or the information or
certifications made therein by the Lender being untrue or inaccurate on the
date delivered in any material respect, or (iii) the Lender designating a
successor lending office at which it maintains its Loans which has the effect
of causing such Lender to become obligated for tax payments in excess of those
in effect immediately prior to such designation; provided, however,
that a Borrower shall be obligated to gross up any payments to any such Lender
pursuant to clause (a) above, and to indemnify any such Lender
pursuant to clause (d) above, in respect of United States federal
withholding taxes if (i) any such failure to deliver a form or forms or an
Exemption Certificate or the failure of such form or forms or Exemption
Certificate to establish a complete exemption from U.S. federal withholding tax
or inaccuracy or untruth contained therein resulted from a change in any
applicable statute, treaty, regulation or other applicable law or any
interpretation of any of the foregoing occurring after the date hereof, which
change rendered such Lender no longer legally entitled to deliver such form or
forms or Exemption Certificate or otherwise ineligible for a complete exemption
from U.S. federal withholding tax, or


 


56

















 


rendered
the information or certifications made in such form or forms or Exemption
Certificate untrue or inaccurate in a material respect, (ii) the
redesignation of the Lender’s lending office was made at the request of any of
the Borrowers or (iii) the obligation to gross up payments to any such
Lender pursuant to clause (a) above or to indemnify any such Lender
pursuant to clause (d) is with respect to an Assignee Lender that
becomes an Assignee Lender as a result of an assignment made at the request of
any Borrower.


 


(g)           If
a Secured Party determines in its sole discretion that it has received a refund
in respect of Non-Excluded Taxes that were paid by the Borrowers, it shall pay
the amount of such refund, together with any other amounts paid by the
Borrowers in connection with such refunded Non-Excluded Taxes, to the
Borrowers, net of any out-of-pocket expenses incurred by such Secured Party in
obtaining such refund, provided, however, that the Borrowers
agree to promptly return the amount of such refund to such Secured Party to the
extent that such Secured Party is required to repay such refund to the IRS or
any other tax authority.


 


SECTION 4.7.  Payments,
Computations, etc. 
Unless otherwise expressly provided, all payments by or on behalf of any
Borrower pursuant to this Agreement, the Notes, each Letter of Credit, the
Additional TLCs or any other Loan Document shall be made by such Borrower to
the Administrative Agent for the pro  rata account of the Lenders
entitled to receive such payment.  All
such payments required to be made to the Administrative Agent shall be made,
without setoff, deduction or counterclaim, not later than 12:00 noon, New York
time, on the date due, in same day or immediately available funds, to such
account as the Administrative Agent shall specify from time to time by notice
to the applicable Borrower.  Funds
received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day.  The Administrative Agent shall promptly
remit in same day funds to each Lender its share, if any, of such payments
received by the Administrative Agent for the account of such Lender.  All interest and fees shall be computed on
the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a
Base Rate Loan, 365 days or, if appropriate, 366 days).  Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (c) of the definition of
the term “Interest Period”) be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees, if
any, in connection with such payment.


 


SECTION 4.8.  Sharing of
Payments.  If any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan, Additional TLC or
Reimbursement Obligation (other than pursuant to the terms of Sections 4.3,
4.4 and 4.5) in excess of its pro  rata share of
payments then or therewith obtained by all Lenders entitled thereto, such
Lender shall purchase from the other Lenders such participation in Credit
Extensions made by them as shall be necessary to cause such purchasing Lender
to share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase
shall be rescinded and each Lender which has sold a participation to the
purchasing Lender shall repay to the purchasing Lender the purchase price to


 


57

















 


the
ratable extent of such recovery together with an amount equal to such selling
Lender’s ratable share (according to the proportion of


 


(a)           the
amount of such selling Lender’s required repayment to the purchasing Lender


 


to


 


(b)           the
total amount so recovered from the purchasing Lender)


 


of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this
Section may, to the fullest extent permitted by law, exercise all its
rights of payment (including pursuant to Section 4.9) with respect
to such participation as fully as if such Lender were the direct creditor of
such Borrower in the amount of such participation.  If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights of the Lenders entitled under this Section to share in the benefits
of any recovery on such secured claim.


 


SECTION 4.9.  Setoff.  Each Lender shall, upon the occurrence of
any Default described in clauses (a) through (d) of Section 9.1.9
or, with the consent of the Required Lenders, upon the occurrence of any other
Event of Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such
Obligations) each Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or moneys of
such Borrower then or thereafter maintained with or otherwise held by such
Lender; provided, however, that any such appropriation and
application shall be subject to the provisions of Section 4.8.  Each Lender agrees promptly to notify the
applicable Borrower and the Administrative Agent after any such setoff and
application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Lender
under this Section are in addition to other rights and remedies (including
other rights of setoff under applicable law or otherwise) which such Lender may
have.


 


SECTION 4.10.  Mitigation.  Each Lender agrees that if it makes any
demand for payment under Sections 4.3, 4.4, 4.5, or 4.6,
or if any adoption or change of the type described in Section 4.1
shall occur with respect to it, it will use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions and so long as such
efforts would not be disadvantageous to it, as determined in its sole
discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for WWI to make payments under Sections 4.3,
4.4, 4.5, or 4.6, or would eliminate or reduce the effect
of any adoption or change described in Section 4.1.


 


58

















 


ARTICLE V



CONDITIONS TO EFFECTIVENESS AND TO FUTURE CREDIT EXTENSIONS


 


SECTION 5.1.  Conditions Precedent to the
Effectiveness of this Agreement and Making of Credit Extensions.  The conditions to effectiveness of this
Agreement and the obligations of the Lenders to continue Existing Loans as
Loans under this Agreement and to make the Additional Term B Loans and the
Additional TLCs were satisfied in full on the date hereof.


 


SECTION 5.2.  All Credit
Extensions.  The obligation of
each Lender and the Issuer to make any Credit Extension (but subject to clauses
(b) and (c) of Section 2.3.2) shall be subject to the
satisfaction of each of the conditions precedent set forth in this Section 5.2.


 


SECTION 5.2.1.  Compliance
with Warranties, No Default, etc.  Both before and after giving effect to any Credit Extension the
following statements shall be true and correct:


 


(a)           the
representations and warranties set forth in Article VI and in each
other Loan Document shall, in each case, be true and correct in all material
respects with the same effect as if then made (unless stated to relate solely
to an earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date);


 


(b)           no
material adverse development shall have occurred in any litigation, action,
proceeding, labor controversy, arbitration or governmental investigation
disclosed pursuant to Section 6.7;


 


(c)           the
sum of (x) the aggregate outstanding principal amount of all Revolving
Loans and Swing Line Loans and (y) all Letter of Credit Outstandings does
not exceed the Revolving Loan Commitment Amount; and


 


(d)           no
Default shall have then occurred and be continuing.


 


SECTION 5.2.2.  Credit
Extension Request.  The
Administrative Agent shall have received a Borrowing Request, if Loans
(other than Swing Line Loans) are being requested, or an Issuance Request, if a
Letter of Credit is being issued or extended or an Additional TLC Purchase
Request if Additional TLCs are to be issued. 
Each of the delivery of a Borrowing Request, Issuance Request or
Additional TLC Purchase Request and the acceptance by any Borrower of the
proceeds of such Credit Extension shall constitute a representation and
warranty by the applicable Borrower that on the date of such Credit Extension
(both immediately before and after giving effect to such Credit Extension and
the application of the proceeds thereof) the statements made in Section 5.2.1
are true and correct.


 


SECTION 5.2.3.  Satisfactory
Legal Form.  All documents
executed or submitted pursuant hereto by or on behalf of WWI or any of its
Subsidiaries or any other Obligors shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel; the Administrative Agent
and its counsel shall have received all information, as the Administrative
Agent or its counsel may reasonably request.


 


59

















 


ARTICLE VI



REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders, the Issuer and the
Administrative Agent to enter into this Agreement, continue the Existing Loans
as Loans hereunder and to make Credit Extensions hereunder, each of the
Borrowers, jointly and severally, represents and warrants unto the
Administrative Agent, the Issuer and each Lender as set forth in this Article VI.


 


SECTION 6.1.  Organization,
etc.  WWI and each of
its Subsidiaries (a) is a corporation validly organized and existing
and in good standing under the laws of the jurisdiction of its incorporation
(other than as listed in Item 6.1 (“Good Standing”) on Schedule I
hereto), is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the nature of its business requires such
qualification, except to the extent that the failure to qualify would not
reasonably be expected to result in a Material Adverse Effect, and (b) has
full power and authority and holds all requisite governmental licenses, permits
and other approvals to (x) enter into and perform its Obligations in
connection with the Transaction and under this Agreement, the Notes and each
other Loan Document to which it is a party and (y) own and hold under
lease its property and to conduct its business substantially as currently
conducted by it except, in the case of this clause (b)(y), where
the failure could not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 6.2.  Due Authorization,
Non-Contravention, etc. 
The execution, delivery and performance by each Borrower of this
Agreement, the Notes, the Additional TLCs and each other Loan Document executed
or to be executed by it, and the execution, delivery and performance by each
other Obligor of each Loan Document executed or to be executed by it and the
Borrowers and, where applicable, each such Obligor’s participation in the
consummation of the Transaction are within each such Obligor’s corporate
powers, have been duly authorized by all necessary corporate action, and do not


 


(a)           contravene
any such Obligor’s Organic Documents;


 


(b)           contravene
any contractual restriction, law or governmental regulation or court decree or
order binding on or affecting any such Obligor, where such contravention,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; or


 


(c)           result
in, or require the creation or imposition of, any Lien on any of the Obligor’s
properties, except pursuant to the terms of a Loan Document.


 


SECTION 6.3.  Government
Approval, Regulation, etc. 
No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or other Person, is
required for the due execution, delivery or performance by any Obligor of this
Agreement, the Notes, the Additional TLCs or any other Loan Document to which
it is a party, or for each Obligor’s participation in the consummation of the
Transaction, except as have been duly obtained or made and are in full force
and effect or those which the failure to obtain or make could not reasonably be
expected to have a Material Adverse Effect. 
Neither WWI nor


 


60

















 


any
of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.


 


SECTION 6.4.  Validity, etc.  This Agreement constitutes, and the
Notes and Additional TLCs and each other Loan Document executed by any Obligor
will, on the due execution and delivery thereof, constitute, the legal, valid
and binding obligations of such Obligor enforceable in accordance with their
respective terms; in each case with respect to this Section 6.4
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.


 


SECTION 6.5.  Financial Information.  The audited combined balance sheets and the
related combined statements of income, comprehensive income and parent
company’s investment and cash flows of WWI and its Subsidiaries as at
December 28, 2002 and the related consolidated statements of earnings and
cash flow of WWI; copies of which have been furnished to the Administrative
Agent and each Lender, have been prepared in accordance with GAAP consistently
applied and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended.


 


SECTION 6.6.  No
Material Adverse Change.  Since
December 28, 2002, there has been no material adverse change in the
financial condition, operations, assets, business or properties of WWI and its
Subsidiaries, taken as a whole.


 


SECTION 6.7.  Litigation,
Labor Controversies, etc. 
There is no pending or, to the knowledge of any Borrower,
threatened litigation, action, proceeding, labor controversy arbitration or
governmental investigation affecting any Obligor, or any of their respective
properties, businesses, assets or revenues, which (a) could reasonably be
expected to result in a Material Adverse Effect, or (b) purports to affect
the legality, validity or enforceability of 
the issuance of the Senior Subordinated Notes, this Agreement, the Notes
or any other Loan Document, except as disclosed in Item 6.7
(“Litigation”) of the Disclosure Schedule.


 


SECTION 6.8.  Subsidiaries.  WWI has no Subsidiaries, except those
Subsidiaries


 


(a)           which
are identified in Item 6.8 (“Existing Subsidiaries”) of the Disclosure
Schedule; or


 


(b)           which
are permitted to have been acquired in accordance with Section 7.2.5
or 7.2.8.


 


SECTION 6.9.  Ownership
of Properties.  WWI and each
of its Subsidiaries own good title to all of their properties and assets
(other than insignificant properties and assets), real and personal, tangible
and intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens or material
claims (including


 


61

















 


material
infringement claims with respect to patents, trademarks, copyrights and the
like) except as permitted pursuant to Section 7.2.3.


 


SECTION 6.10.  Taxes.  WWI and each of its Subsidiaries has filed
all Federal, State, foreign and other material tax returns and reports required
by law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.


 


SECTION 6.11.  Pension
and Welfare Plans.  No Pension
Plan has been terminated that has resulted in a liability to any Borrower of
more than $5,000,000, and no contribution failure has occurred with respect to
any Pension Plan sufficient to give rise to a Lien under section 302(f) of
ERISA in excess of $5,000,000.  No
condition exists or event or transaction has occurred with respect to any
Pension Plan which could reasonably be expected to result in the incurrence by
any Borrower of any material liability, fine or penalty other than such
condition, event or transaction which would not reasonably be expected to have
a Material Adverse Effect.  Except as
disclosed in Item 6.11 (“Employee Benefit Plans”) of the
Disclosure Schedule, since the date of the last financial statement of WWI, WWI
has not materially increased any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Subtitle B of Title I of
ERISA.


 


SECTION 6.12.  Environmental
Warranties.  Except as set forth
in Item 6.12 (“Environmental Matters”) of the Disclosure
Schedule or as, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect:


 


(a)           all
facilities and property (including underlying groundwater) owned or leased by
WWI or any of its Subsidiaries have been, and continue to be, owned or leased
by WWI and its Subsidiaries in compliance with all Environmental Laws;


 


(b)           there
have been no past, and there are no pending or threatened


 


(i)            written
claims, complaints, notices or requests for information received by WWI or any
of its Subsidiaries with respect to any alleged violation of any Environmental
Law, or


 


(ii)           written
complaints, notices or inquiries to WWI or any of its Subsidiaries regarding
potential liability under any Environmental Law;


 


(c)           to
the best knowledge of WWI, there have been no Releases of Hazardous Materials
at, on or under any property now or previously owned or leased by WWI or any of
its Subsidiaries;


 


(d)           WWI
and its Subsidiaries have been issued and are in compliance with all permits,
certificates, approvals, licenses and other authorizations relating to
environmental matters and necessary or desirable for their businesses;


 


(e)           no
property now or previously owned or leased by WWI or any of its Subsidiaries is
listed or, to the knowledge of WWI or any of its Subsidiaries, proposed


 


62

















 


for
listing (with respect to owned property only) on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up;


 


(f)            to
the best knowledge of WWI, there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any property now or
previously owned or leased by WWI or any of its Subsidiaries;


 


(g)           WWI
and its Subsidiaries have not directly transported or directly arranged for the
transportation of any Hazardous Material to any location (i) which is listed or
to the knowledge of WWI or any of its Subsidiaries, proposed for listing on the
National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar
state list, or (ii) which is the subject of federal, state or local enforcement
actions or other investigations;


 


(h)           to
the best knowledge of WWI, there are no polychlorinated biphenyls or friable
asbestos present in a manner or condition at any property now or previously
owned or leased by WWI or any of its Subsidiaries; and


 


(i)            to
the best knowledge of WWI, no conditions exist at, on or under any property now
or previously owned or leased by WWI or any of its Subsidiaries which, with the
passage of time, or the giving of notice or both, would give rise to liability
under any Environmental Law.


 


SECTION 6.13.  Regulations U
and X.  No Obligor is engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Credit Extensions will be used to purchase
or carry margin stock or otherwise for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation U or Regulation X.  Terms for which meanings are provided in
F.R.S. Board Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with
such meanings.


 


SECTION 6.14.  Accuracy
of Information.  All material
factual information concerning the financial condition, operations or prospects
of WWI and its Subsidiaries heretofore or contemporaneously furnished by or on
behalf of the Borrowers in writing to the Administrative Agent, the Issuer or
any Lender for purposes of or in connection with this Agreement or any
transaction contemplated hereby or with respect to the Transaction is, and all
other such factual information hereafter furnished by or on behalf of the
Borrowers to the Administrative Agent, the Issuer or any Lender will be, true
and accurate in every material respect on the date as of which such information
is dated or certified and such information is not, or shall not be, as the case
may be, incomplete by omitting to state any material fact necessary to make
such information not misleading.


 


Any term or provision of
this Section to the contrary notwithstanding, insofar as any of the
factual information described above includes assumptions, estimates,
projections or opinions, no representation or warranty is made herein with
respect thereto; provided, however, that to the extent any such
assumptions, estimates, projections or opinions are based on factual matters,


 


63

















 


each
of the Borrowers has reviewed such factual matters and nothing has come to its
attention in the context of such review which would lead it to believe that
such factual matters were not or are not true and correct in all material
respects or that such factual matters omit to state any material fact necessary
to make such assumptions, estimates, projections or opinions not misleading in
any material respect.


 


SECTION 6.15.  Seniority
of Obligations, etc.  WWI
has the power and authority to incur the Indebtedness evidenced by the Senior
Subordinated Notes as provided for under the Senior Subordinated Note Indenture
and has duly authorized, executed and delivered the Senior Subordinated Note
Indenture.  WWI has issued, pursuant to
due authorization, the Senior Subordinated Notes under the Senior Subordinated
Note Indenture.  The Senior Subordinated
Note Indenture constitutes the legal, valid and binding obligation of WWI
enforceable against WWI in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.  The subordination provisions of the Senior
Subordinated Notes and contained in the Senior Subordinated Note Indenture are
enforceable against the holders of the Senior Subordinated Notes by the holder
of any Senior Debt (or similar term referring to the Obligations, as
applicable) in the Senior Subordinated Note Indenture, which has not
effectively waived the benefits thereof. 
All monetary Obligations, including those to pay principal of and interest
(including post-petition interest, whether or not permitted as a claim) on the
Loans and Reimbursement Obligations, and fees and expenses in connection
therewith, constitute Senior Debt (or similar term referring to the
Obligations, as applicable) in the Senior Subordinated Note Indenture, and all
such Obligations are entitled to the benefits of the subordination created by
the Senior Subordinated Note Indenture. 
WWI acknowledges that the Administrative Agent and each Lender is
entering into this Agreement, and is extending its Commitments, in reliance
upon the subordination provisions of (or to be contained in) the Senior
Subordinated Note Indenture, the Senior Subordinated Notes and this Section.


 


SECTION 6.16.  Solvency.  The Transaction and the incurrence of the
related Credit Extensions hereunder, the incurrence by the Borrowers of the
Indebtedness represented by the Notes and the execution and delivery of the
Guaranties by the Obligors parties thereto, will not involve or result in any
fraudulent transfer or fraudulent conveyance under the provisions of
Section 548 of the Bankruptcy Code (11 U.S.C. §101 et  seq.,
as from time to time hereafter amended, and any successor or similar statute)
or any applicable state law respecting fraudulent transfers or fraudulent
conveyances.  After giving effect to the
Transaction, WWI and each of its Subsidiaries is Solvent.


 


ARTICLE VII



COVENANTS


 


SECTION 7.1.  Affirmative
Covenants.  Each of the
Borrowers, jointly and severally, agrees with the Administrative Agent, the
Issuer and each Lender that, until all Commitments


 


64

















 


have
terminated, all Letters of Credit have terminated or expired and all
Obligations have been paid and performed in full, each Borrower will perform
its obligations set forth below.


 


SECTION 7.1.1.  Financial Information, Reports,
Notices, etc.  WWI will
furnish to each Lender, the Issuer and the Administrative Agent copies of the
following financial statements, reports, notices and information:


 


(a)           as
soon as available and in any event within 60 days after the end of each
Fiscal Quarter of each Fiscal Year of WWI (or, if WWI is required to file such
information on a Form 10-Q with the Securities and Exchange Commission,
promptly following such filing), a consolidated balance sheet of WWI and its
Subsidiaries as of the end of such Fiscal Quarter, together with the related
consolidated statement of earnings and cash flow for such Fiscal Quarter and
for the period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter (it being understood that the foregoing
requirement may be satisfied by delivery of WWI’s report to the Securities and
Exchange Commission on Form 10-Q), certified by the chief financial Authorized
Officer of WWI;


 


(b)           as
soon as available and in any event within 120 days after the end of each
Fiscal Year of WWI (or, if WWI is required to file such information on a Form
10-K with the Securities and Exchange Commission, promptly following such
filing), a copy of the annual audit report for such Fiscal Year for WWI and its
Subsidiaries, including therein a consolidated balance sheet for WWI and its
Subsidiaries as of the end of such Fiscal Year, together with the related
consolidated statement of earnings and cash flow of WWI and its Subsidiaries
for such Fiscal Year (it being understood that the foregoing requirement may be
satisfied by delivery of WWI’s report to the Securities and Exchange Commission
on Form 10-K), in each case certified (without any Impermissible Qualification)
by PricewaterhouseCoopers LLP or another “Big Four” firm, together with a
certificate from such accountants to the effect that, in making the examination
necessary for the signing of such annual report by such accountants, they have
not become aware of any Default that has occurred and is continuing, or, if
they have become aware of such Default, describing such Default and the steps,
if any, being taken to cure it;


 


(c)           together
with the delivery of the financial information required pursuant to clauses
(a) and (b), a Compliance Certificate, in substantially the form of Exhibit E,
executed by the chief financial Authorized Officer of WWI, showing (in
reasonable detail and with appropriate calculations and computations in all
respects satisfactory to the Administrative Agent) compliance with the
financial covenants set forth in Section 7.2.4;


 


(d)           as
soon as possible and in any event within three Business Days after obtaining
knowledge of the occurrence of each Default, a statement of the chief financial
Authorized Officer of WWI setting forth details of such Default and the action
which WWI has taken and proposes to take with respect thereto;


 


(e)           as
soon as possible and in any event within five Business Days after (x) the
occurrence of any material adverse development with respect to any litigation,


 


65

















 


action,
proceeding, or labor controversy described in Section 6.7 and the
action which WWI has taken and proposes to take with respect thereto or
(y) the commencement of any labor controversy, litigation, action,
proceeding of the type described in Section 6.7, notice thereof and
of the action which WWI has taken and proposes to take with respect thereto;


 


(f)            promptly
after the sending or filing thereof, copies of all reports and registration
statements which WWI or any of its Subsidiaries files with the Securities and
Exchange Commission or any national securities exchange or any foreign
equivalent;


 


(g)           as
soon as practicable after the chief financial officer or the chief executive
officer of WWI or a member of WWI’s Controlled Group becomes aware of
(i) formal steps in writing to terminate any Pension Plan or (ii) the
occurrence of any event with respect to a Pension Plan which, in the case of
(i) or (ii), could reasonably be expected to result in a contribution to such
Pension Plan by (or a liability to) WWI or a member of WWI’s Controlled Group
in excess of $5,000,000, (iii) the failure to make a required contribution
to any Pension Plan if such failure is sufficient to give rise to a Lien under
section 302(f) of ERISA, (iv) the taking of any action with respect
to a Pension Plan which could reasonably be expected to result in the
requirement that WWI furnish a bond to the PBGC or such Pension Plan or
(v) any material increase in the contingent liability of WWI with respect
to any post-retirement Welfare Plan benefit, notice thereof and copies of all
documentation relating thereto;


 


(h)           promptly
following the delivery or receipt, as the case may be, of any material written
notice or communication pursuant to or in connection with the Senior
Subordinated Note Indenture or any of the Senior Subordinated Notes, a copy of
such notice or communication; and


 


(i)            such
other information respecting the condition or operations, financial or
otherwise, of WWI or any of its Subsidiaries as any Lender or the Issuer may
from time to time reasonably request.


 


SECTION 7.1.2.  Compliance
with Laws, etc.  WWI
will, and will cause each of its Subsidiaries to, comply in all material respects
with all applicable laws, rules, regulations and orders, such compliance to
include:


 


(a)           the
maintenance and preservation of its corporate existence and qualification as a
foreign corporation, except where the failure to so qualify could not reasonably
be expected to have a Material Adverse Effect; and


 


(b)           the
payment, before the same become delinquent, of all material taxes, assessments
and governmental charges imposed upon it or upon its property except to the
extent being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.


 


SECTION 7.1.3.  Maintenance
of Properties.  WWI will, and
will cause each of its Subsidiaries to, maintain, preserve, protect and keep
its properties (other than insignificant properties) in good repair, working
order and condition (ordinary wear and tear excepted), and


 


66

















 


make necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times unless WWI determines in good faith that the
continued maintenance of any of its properties is no longer economically
desirable.


 


SECTION 7.1.4.  Insurance.  WWI will, and will cause each of its
Subsidiaries to,


 


(a)           maintain
insurance on its property with financially sound and reputable insurance
companies against loss and damage in at least the amounts (and with only those
deductibles) customarily maintained, and against such risks as are typically
insured against in the same general area, by Persons of comparable size engaged
in the same or similar business as WWI and its Subsidiaries; and


 


(b)           maintain
all worker’s compensation, employer’s liability insurance or similar insurance
as may be required under the laws of any state or jurisdiction in which it may
be engaged in business.


 


Without limiting the foregoing, all insurance policies
required pursuant to this Section shall (i) name the Administrative
Agent on behalf of Secured Parties as mortgagee (in the case of property
insurance) or additional insured (in the case of liability insurance), as
applicable, and provide that no cancellation or modification of the policies
will be made without thirty days’ prior written notice to the Administrative
Agent and (ii) be in addition to any requirements to maintain specific
types of insurance contained in the other Loan Documents.


 


SECTION 7.1.5.  Books and
Records.  WWI will, and will
cause each of its Subsidiaries to, keep books and records which accurately
reflect in all material respects all of its business affairs and transactions
and permit the Administrative Agent, the Issuer and each Lender or any of their
respective representatives, at reasonable times and intervals, and upon
reasonable notice, to visit all of its offices, to discuss its financial
matters with its officers and independent public accountant (and WWI hereby
authorizes such independent public accountant to discuss the Borrowers’
financial matters with the Issuer and each Lender or its representatives
whether or not any representative of WWI is present) and to examine, and
photocopy extracts from, any of its books or other corporate records.


 


SECTION 7.1.6.  Environmental
Covenant.  WWI will, and will cause
each of its Subsidiaries to,


 


(a)           use
and operate all of its facilities and properties in compliance with all
Environmental Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental matters in effect
and remain in compliance therewith, and handle all Hazardous Materials in
compliance with all applicable Environmental Laws, in each case except where
the failure to comply with the terms of this clause could not reasonably be
expected to have a Material Adverse Effect;


 


(b)           promptly
notify the Administrative Agent and provide copies of all written claims,
complaints, notices or inquiries relating to the condition of its facilities
and properties or compliance with Environmental Laws which relate to
environmental matters which would have, or would reasonably be expected to
have, a Material Adverse Effect, and promptly cure and have dismissed with
prejudice any material actions and


 


67

















 


proceedings
relating to compliance with Environmental Laws, except to the extent being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP have been set aside on their books;
and


 


(c)           provide
such information and certifications which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section 7.1.6.


 


SECTION 7.1.7.  Future
Subsidiaries.  Upon any Person
becoming a Subsidiary of WWI, or upon WWI or any of its Subsidiaries acquiring
additional Capital Securities of any existing Subsidiary, WWI shall notify the
Administrative Agent of such acquisition, and


 


(a)           WWI
shall promptly cause such Subsidiary to execute and deliver to the
Administrative Agent, with counterparts for each Lender, (i) if such
Subsidiary is a U.S. Subsidiary or a U.K. Subsidiary, a supplement to the
Subsidiary Guaranty or, if such Subsidiary is an Australian Subsidiary, a
supplement to the Australian Guaranty, (ii) if such a Subsidiary is a U.S.
Subsidiary, a supplement to the WWI Security Agreement or, if such Subsidiary
is an Australian Subsidiary, a supplement to the Australian Security Agreement
or if such Subsidiary is a U.K. Subsidiary, a security agreement substantially
in the form of the U.K. Security Agreement and (iii) if such Subsidiary is
a U.S. Subsidiary, a U.K. Subsidiary or an Australian Subsidiary and owns any
real property having a value as determined in good faith by the Administrative
Agent in excess of $2,000,000, a Mortgage, together with acknowledgment copies
of Uniform Commercial Code financing statements (form UCC-1) executed and
delivered by the Subsidiary naming the Subsidiary as the debtor and the
Administrative Agent as the secured party, or other similar instruments or
documents, filed under the Uniform Commercial Code and any other applicable
recording statutes, in the case of real property, of all jurisdictions as may
be necessary or, in the opinion of the Administrative Agent, desirable to
perfect the security interest of the Administrative Agent pursuant to the
applicable Security Agreement or a Mortgage, as the case may be; and


 


(b)           WWI
shall promptly deliver, or cause to be delivered, to the Administrative Agent
under a supplement to the WWI Pledge Agreement (or, if such Subsidiary is an
Australian Subsidiary, a supplement to the Australian Pledge Agreement or if
such Subsidiary is a U.K. Subsidiary, a pledge agreement substantially in the
form of the U.K. Pledge Agreement), certificates (if any) representing all of
the issued and outstanding shares of Capital Securities of such Subsidiary (to
the extent required to be delivered pursuant to the applicable Pledge
Agreement) owned by WWI or any of its Subsidiaries, as the case may be, along
with undated stock powers for such certificates, executed in blank, or, if any
securities subject thereto are uncertificated securities, confirmation and
evidence satisfactory to the Administrative Agent that appropriate book entries
have been made in the relevant books or records of a financial intermediary or
the issuer of such securities, as the case may be, under applicable law
resulting in the perfection of the security interest granted in favor of the
Administrative Agent pursuant to the terms of the applicable Pledge Agreement; provided,
that notwithstanding anything to the contrary herein or in any Loan Document,
in no event shall more than 65% of the Capital Securities of any non-Guarantor
be required to be pledged and in no event shall


 


68

















 


non-Guarantors
(other than the SP1 Borrower) be required to pledge Capital Securities of their
Subsidiaries, together, in each case, with such opinions, in form and substance
and from counsel satisfactory to the Administrative Agent, as the
Administrative Agent may reasonably require.


 


SECTION 7.1.8.  Future Leased Property and Future
Acquisitions of Real Property.


 


(a)           Prior
to entering into any new lease of real property or renewing any existing lease
of real property, WWI shall, and shall cause each of its U.S. Subsidiaries and
each of the other Guarantor’s to, use its (and their) best efforts (which shall
not require the expenditure of cash or the making of any material concessions
under the relevant lease) to deliver to the Administrative Agent a Waiver
executed by the lessor of any real property that is to be leased by WWI or any
of its U.S. Subsidiaries or any of the other Guarantors for a term in excess of
one year in any state which by statute grants such lessor a “landlord’s” (or similar)
Lien which is superior to the Administrative Agent’s, to the extent the value
of any personal property of WWI or its U.S. Subsidiaries or any of the other
Guarantors to be held at such leased property exceeds (or it is anticipated
that the value of such personal property will, at any point in time during the
term of such leasehold term, exceed) $5,000,000.


 


(b)           In
the event that WWI or any of its U.S. Subsidiaries or any of the other
Guarantors shall acquire any real property having a value as determined in good
faith by the Administrative Agent in excess of $2,000,000, WWI or the
applicable Subsidiary shall, promptly after such acquisition, execute a
Mortgage and provide the Administrative Agent with


 


(i)            evidence
of the completion (or satisfactory arrangements for the completion) of all
recordings and filings of such Mortgage as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable effectively to create
a valid, perfected first priority Lien, subject to Liens permitted by Section 7.2.3,
against the properties purported to be covered thereby;


 


(ii)           mortgagee’s
title insurance policies in favor of the Administrative Agent and the Lenders
in amounts and in form and substance and issued by insurers, reasonably
satisfactory to the Administrative Agent, with respect to the property
purported to be covered by such Mortgage, insuring that title to such property
is marketable and that the interests created by the Mortgage constitute valid
first Liens thereon free and clear of all defects and encumbrances other than
as approved by the Administrative Agent, and such policies shall also include a
revolving credit endorsement and such other endorsements as the Administrative
Agent shall request and shall be accompanied by evidence of the payment in full
of all premiums thereon; and


 


(iii)          such
other approvals, opinions, or documents as the Administrative Agent may
reasonably request.


 


69

















 


SECTION 7.1.9.  Use of
Proceeds, etc.  The
proceeds of the Credit Extensions shall be applied by the Borrowers as follows:


 


(a)           the
proceeds of the Additional Term B Loans and Revolving Loans shall be applied by
WWI (i) to fund the Transaction and (ii) to finance the payment of the
fees and expenses related to the Transaction; and


 


(b)           the
proceeds of all Revolving Loans, Swing Line Loans and any Term Loans incurred
pursuant to Section 2.1.6, and the issuance of Letters of Credit
from time to time, shall be used for working capital and general corporate purposes
of WWI and its U.S. Subsidiaries including the redemption or repurchase of
Senior Subordinated Notes.


 


SECTION 7.2.  Negative
Covenants.  Each of the
Borrowers agrees with the Administrative Agent, the Issuer and each Lender
that, until all Commitments have terminated, all Letters of Credit have
terminated or expired and all Obligations have been paid and performed in full,
each of the Borrowers will perform the obligations set forth in this Section 7.2.


 


SECTION 7.2.1.  Business
Activities.  Each of the
Borrowers will not, and will not permit any of its respective Subsidiaries to,
engage in any business activity, except business activities of the type in
which WWI and its Subsidiaries are engaged on the Effective Date and such
activities as may be incidental, similar or related thereto.  The SP1 Borrower shall not engage in any
business other than as permitted under Section 7.3.


 


SECTION 7.2.2.  Indebtedness.  Each of the Borrowers will not, and will not
permit any of its respective Subsidiaries to, create, incur, assume or suffer
to exist or otherwise become or be liable in respect of any Indebtedness, other
than, without duplication, the following:


 


(a)           Indebtedness
in respect of the Credit Extensions and other Obligations;


 


(b)           [INTENTIONALLY
OMITTED];


 


(c)           Indebtedness
identified in Item 7.2.2(c) (“Ongoing Indebtedness”) of the
Disclosure Schedule, and any Refinancing Indebtedness;


 


(d)           to
the extent not prohibited in whole or in part by the terms of the Senior
Subordinated Note Indenture, Indebtedness incurred by WWI or any of its
Subsidiaries (other than the SP1 Borrower) (i) (x) to any Person providing
financing for the acquisition of any assets permitted to be acquired pursuant
to Section 7.2.8 to finance its acquisition of such assets and
(y) in respect of Capitalized Lease Liabilities (but only to the extent
otherwise permitted by Section 7.2.7) in an aggregate amount for clauses
(x) and (y) not to exceed $5,000,000 at any time and (ii) from
time to time for general corporate purposes in a maximum aggregate amount of
all Indebtedness incurred pursuant to this clause (ii) not at any time
to exceed $15,000,000 less the then aggregate outstanding Indebtedness
of Subsidiaries which are not Guarantors permitted under clause (f)(iii) below;


 


(e)           Hedging
Obligations of WWI or any of its Subsidiaries;


 


70

















 


(f)            intercompany
Indebtedness of WWI owing to any of its Subsidiaries or any Subsidiary of WWI
(other than the SP1 Borrower or the Designated Subsidiary) owing to WWI or any
other Subsidiary of WWI or of WWI to any Subsidiary of WWI, which Indebtedness


 


(i)            if
between Guarantors shall be evidenced by one or more promissory notes in form
and substance satisfactory to the Administrative Agent which have been duly
executed and delivered to (and endorsed to the order of) the Administrative
Agent in pledge pursuant to a supplement to the applicable Pledge Agreement;


 


(ii)           if
between Guarantors (other than Indebtedness incurred by WWI) shall, except in
the case of Indebtedness of WWI owing to any of its Subsidiaries, not be
forgiven or otherwise discharged for any consideration other than payment in
cash in the currency in which such Indebtedness was loaned or advanced unless
the Administrative Agent otherwise consents; and


 


(iii)          owing
by Subsidiaries which are not Guarantors to Guarantors shall not exceed
$15,000,000 in the aggregate at any time outstanding;


 


(g)           unsecured
Subordinated Debt of WWI owing to the Senior Subordinated Noteholders in an
initial aggregate outstanding principal amount not to exceed the sum of
$150,000,000 and Euro 100,000,000, less the amount of such Subordinated Debt
redeemed on the Effective Date pursuant to the Tender Offer;


 


(h)           Indebtedness
of Non-Guarantor Subsidiaries to Guarantors to the extent permitted as
Investments under clause (h) of Section 7.2.5;


 


(i)            the
Subordinated Guaranty;


 


(j)            (i)
guarantees by WWI or any Guarantor of any Indebtedness of WWI or any Guarantor
and (ii) guarantees by any Subsidiary that is not a Guarantor of any
Indebtedness of any other Subsidiary that is not a Guarantor and (iii)
guarantees by WWI or any Guarantor of any unsecured Indebtedness of any
Subsidiary that is not a Guarantor incurred pursuant to clause (d)(ii) of this Section; provided,
that in each case, the Indebtedness being guaranteed is otherwise permitted by
this Section; and


 


(k)           Indebtedness
incurred or assumed in connection with a Franchise Acquisition in an amount not
to exceed $30,000,000 per Franchise Acquisition;


 


provided, however, that no
Indebtedness otherwise permitted by clause (d) or (f) (as such
clause relates to Loans made by WWI to its Subsidiaries) may be incurred if,
after giving effect to the incurrence thereof, any Default shall have occurred
and be continuing.


 


SECTION 7.2.3.  Liens.  Each of the Borrowers will not, and will not
permit any of its respective Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon any of its property, revenues or assets, whether now
owned or hereafter acquired, except:


 


71

















 


(a)           Liens
securing payment of the Obligations, granted pursuant to any Loan Document;


 


(b)           [INTENTIONALLY
OMITTED];


 


(c)           Liens
to secure payment of Indebtedness of the type permitted and described in clause (c)
of Section 7.2.2;


 


(d)           Liens
granted by WWI or any of its Subsidiaries (other than the SP1 Borrower) to
secure payment of Indebtedness of the type permitted and described in (x) clause (d)(i)
of Section 7.2.2; provided, that the obligations secured thereby
do not exceed in the aggregate $5,000,000 at any time outstanding and (y) clause (d)(ii)
of Section 7.2.2 owed by Subsidiaries which are not Guarantors to
non-Affiliates; provided that the obligations secured thereby do not
exceed $7,500,000 in the aggregate at any one time outstanding;


 


(e)           Liens
for taxes, assessments or other governmental charges or levies, including Liens
pursuant to Section 107(l) of CERCLA or other similar law, not at the time
delinquent or thereafter payable without penalty or being contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;


 


(f)            Liens
of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or
other like liens incurred by WWI or any of its Subsidiaries (other than the SP1
Borrower) in the ordinary course of business for sums not overdue for a period
of more than 30 days or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books;


 


(g)           Liens
incurred by WWI or any of its Subsidiaries (other than the SP1 Borrower) in the
ordinary course of business in connection with workmen’s compensation,
unemployment insurance or other forms of governmental insurance or benefits, or
to secure performance of tenders, statutory obligations, insurance obligations,
leases and contracts (other than for borrowed money) entered into in the
ordinary course of business or to secure obligations on surety or appeal bonds;


 


(h)           judgment
Liens in existence less than 30 days after the entry thereof or with
respect to which execution has been stayed or the payment of which is covered
in full by a bond or (subject to a customary deductible) by insurance
maintained with responsible insurance companies;


 


(i)            Liens
with respect to recorded minor imperfections of title and easements,
rights-of-way, restrictions, reservations, permits, servitudes and other
similar encumbrances on real property and fixtures which do not materially
detract from the value or materially impair the use by WWI or any such
Subsidiary in the ordinary course of their business of the property subject
thereto;


 


72

















 


(j)            leases
or subleases granted by WWI or any of its Subsidiaries (other than the SP1
Borrower) to any other Person in the ordinary course of business; and


 


(k)           Liens
in the nature of trustees’ Liens granted pursuant to any indenture governing
any Indebtedness permitted by Section 7.2.2, in each case in favor
of the trustee under such indenture and securing only obligations to pay
compensation to such trustee, to reimburse its expenses and to indemnify it
under the terms thereof.


 


SECTION 7.2.4.  Financial Condition.


 


(a)           Fixed
Charge Coverage Ratio.  WWI will not
permit the Fixed Charge Coverage Ratio, during any Fiscal Quarter, to be less
than 1.50 to 1.00.:


 


(b)           Net
Debt to EBITDA Ratio.  WWI will not
permit the Net Debt to EBITDA Ratio as of the end of any Fiscal Quarter to be
greater than 3.50 to 1.00.


 


(c)           Interest
Coverage Ratio.  WWI will not permit
the Interest Coverage Ratio as of the end of any Fiscal Quarter to be less than
2.50 to 1.00.


 


SECTION 7.2.5.  Investments.  Each of the Borrowers will not, and will not
permit any of its respective Subsidiaries to, make, incur, assume or suffer to
exist any Investment in any other Person, except:


 


(a)           Investments
existing on the date hereof and identified in Item 7.2.5(a) (“Ongoing
Investments”) of the Disclosure Schedule;


 


(b)           Cash
Equivalent Investments;


 


(c)           without
duplication, Investments permitted as Indebtedness pursuant to Section 7.2.2;


 


(d)           without
duplication, Investments permitted as Capital Expenditures pursuant to Section 7.2.7;


 


(e)           Investments
by WWI in any of its Subsidiaries which have executed Guaranties, or by any
such Subsidiary (other than the SP1 Borrower) in any of its Subsidiaries, by
way of contributions to capital;


 


(f)            Investments
made by WWI or any of its Subsidiaries (other than the SP1 Borrower), solely
with proceeds which have been contributed, directly or indirectly, to such
Subsidiary as cash equity from holders of WWI’s common stock for the purpose of
making an Investment identified in a notice to the Administrative Agent on or
prior to the date that such capital contribution is made;


 


(g)           Investments
by WWI or any of its Subsidiaries (other than the SP1 Borrower) to the extent
the consideration received pursuant to clause (b)(i) of Section 7.2.9
is not all cash;


 


73

















 


(h)           Investments
by WWI or any of its Subsidiaries in Weight Watchers Sweden AB Vikt-Vaktarna
and Weight Watchers Suomi Oy to the extent that such Investments are for the
purpose of acquiring any Capital Securities of such Subsidiaries not owned by
WWI and its Subsidiaries on the Effective Date, in an aggregate amount not to
exceed $10,000,000;


 


(i)            other
Investments (not constituting Capital Expenditures attributable to the
expenditure of Base Amounts) made by WWI or any of the Guarantors (other than
the SP1 Borrower) in an aggregate amount not to exceed $30,000,000;


 


(j)            other
Investments made by any Non-Guarantor Subsidiary in another Non-Guarantor
Subsidiary;


 


(k)           other
Investments made by WWI or any Subsidiary in Qualified Assets, to the extent
permitted under clause (b) of Section 3.1.1;


 


(l)            Investments
made by WWI in the Designated Subsidiary in an aggregate amount not to exceed
$1,500,000;


 


(m)          Investments
permitted under Section 7.2.6; and


 


(n)           Investments
by WWI or any Subsidiary constituting Permitted Acquisitions;


 


provided,
however, that


 


(i)            any
Investment which when made complies with the requirements of the definition of
the term “Cash Equivalent Investment” may continue to be held notwithstanding
that such Investment if made thereafter would not comply with such
requirements;


 


(ii)           the
Investments permitted above shall only be permitted to be made to the extent
not prohibited in whole or in part by the terms of the Senior Subordinated Note
Indenture;


 


(iii)          no
Investment otherwise permitted by clause (e), (f), (g) or (i)
shall be permitted to be made if, immediately before or after giving effect
thereto, any Default shall have occurred and be continuing; and


 


(iv)          except
as permitted under clause (a) above, no more than $2,000,000 of
Investments may be made in the Designated Subsidiary unless the Designated
Subsidiary shall have taken the actions set forth in Section 7.1.7.


 


SECTION 7.2.6.  Restricted
Payments, etc.  On and at
all times after the Effective Date,


 


(a)           subject
to clause (b)(ii), WWI will not declare, pay or make any dividend
or distribution (in cash, property or obligations) on any shares of any class
of Capital Securities (now or hereafter outstanding) of WWI or on any warrants,
options or other


 


74

















 


rights
with respect to any shares of any class of Capital Securities (now or hereafter
outstanding) of WWI (other than dividends or distributions payable in its
common stock or warrants to purchase its common stock or splits or
reclassifications of its stock into additional or other shares of its common
stock) or apply, or permit any of its Subsidiaries to apply, any of its funds,
property or assets to the purchase, redemption, sinking fund or other retirement
of, or agree or permit any of its Subsidiaries to purchase or redeem, any
shares of any class of Capital Securities (now or hereafter outstanding) of
WWI, or warrants, options or other rights with respect to any shares of any
class of Capital Securities (now or hereafter outstanding, including but not
limited to the WWI Preferred Shares) of WWI (collectively, “Restricted
Payments”); provided, that (w) WWI may make Restricted Payments of
dividends on WWI’s Capital Securities or to repurchase WWI’s Capital Securities
in an amount up to $20,000,000 plus 66.67% of Net Income from December 2,
2001, so long as (i) both before and after giving effect to such Restricted
Payment no Default has occurred and is continuing, (ii) WWI’s Senior Debt to
EBITDA ratio on a pro forma basis after giving effect to such Restricted
Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of
unused Revolving Loan Commitments (x) WWI may make dividend payments under the
WWI Preferred Shares so long as no Default has occurred, no default has
occurred under the Senior Subordinated Note Indenture or, in either case, would
result therefrom, (y) WWI may repurchase its stock held by employees
constituting management, in an amount not to exceed $5,000,000 in any Fiscal
Year and an aggregate amount of $20,000,000 (amounts unused in any Fiscal Year
may be used in the immediately succeeding Fiscal Year) and (z) WWI may
make Restricted Payments to redeem, in whole or in part, WWI Preferred Shares,
so long as before and after giving effect to such Restricted Payment, (i) no
Default has occurred and is continuing, (ii) WWI’s Senior Debt to EBITDA ratio
on a pro forma basis after giving effect to such Restricted Payment is less
than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving
Loan Commitments;


 


(b)           WWI
will not, and will not permit any of its Subsidiaries to


 


(i)            make
any payment or prepayment of principal of, or interest on, any Senior
Subordinated Notes (A) other than in connection with the Tender Offer, or (B)
on any day other than, in the case of interest only, the stated, scheduled date
for such payment of interest set forth in the applicable Senior Subordinated
Notes or in the Senior Subordinated Note Indenture, or (C) which would
violate the terms of this Agreement or the subordination provisions of the
Senior Subordinated Note Indenture; or


 


(ii)           redeem,
purchase or defease, any Senior Subordinated Notes, (x) other than in
connection with the Tender Offer or (y) unless, so long as, both before and
after giving effect to any such redemption, purchase or defeasance,
(1) WWI’s Senior Debt to EBITDA ratio on a pro forma basis after giving
effect to such Restricted Payment is less than 2.0 to 1.0 and (2) WWI
shall at the time of any such redemption, purchase or defeasance have at least
$30,000,000 of unused Revolving Loan Commitments; and


 


75

















 


(c)           WWI
will not, and will not permit any Subsidiary to, make any deposit for any of
the foregoing purposes (except in connection with any permitted expenditure
described in clauses (a) and (b)
above).


 


SECTION 7.2.7.  Capital
Expenditures, etc.  Each
of the Borrowers will not, and will not permit any of its respective
Subsidiaries to, make or commit to make Capital Expenditures (other than (w)
Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5
and (2) clause (i) of Section 7.2.5 to the extent, in the
case of this clause (2), that the aggregate amount of such investments
does not exceed $30,000,000 (it being understood that Capital Expenditures may
be made pursuant to this clause (x) whether or not constituting
“Investments”, but shall be treated as such for the purposes of said Sections),
(y) nonrecurring restructuring costs and Weighco Acquisition related expenses
and (z) proceeds of capital contributions used for Capital Expenditures in any
Fiscal Year by WWI and its Subsidiaries (other than the SP1 Borrower), except,
to the extent not prohibited in whole or in part by the terms of the Senior
Subordinated Note Indenture, Capital Expenditures which do not aggregate in
excess of the amount set forth below opposite such Fiscal Year:


 


	
  Fiscal Year

  	
   

  	
  Maximum Capital

  Expenditures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2002

  	
   

  	
  $

  	
  9,600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2003

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  $

  	
  13,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2005 and thereafter

  	
   

  	
  $

  	
  15,000,000

  	
   

  



 


provided, however, that (i)
to the extent the amount of Capital Expenditures permitted to be made in any
Fiscal Year pursuant to the table set forth above without giving effect to this
clause (i) (the “Base Amount”) exceeds the aggregate amount
of Capital Expenditures actually made during such Fiscal Year, such excess
amount may be carried forward to (but only to) the next succeeding Fiscal Year
(any such amount to be certified by WWI to the Administrative Agent in the
Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal
Year, and any such amount carried forward to a succeeding Fiscal Year shall be
deemed to be used prior to WWI and its Subsidiaries using the Base Amount for such
succeeding Fiscal Year, without giving effect to such carry-forward).


 


SECTION 7.2.8.  Consolidation,
Merger, etc.  Each of the
Borrowers will not, and will not permit any of its respective Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with, any other
corporation, or purchase or otherwise acquire all or substantially all of the
assets of any Person (or of any division thereof) except


 


(a)           any
such Subsidiary (other than the SP1 Borrower) may liquidate or dissolve
voluntarily into, and may merge with and into, WWI (so long as WWI is the
surviving corporation of such combination or merger) or any other Subsidiary
(other than the SP1 Borrower), and the assets or stock of any Subsidiary may be
purchased or otherwise acquired by WWI or any other Subsidiary (other than the
SP1 Borrower); provided, that notwithstanding the above, (i) a
Subsidiary may only liquidate or dissolve


 


76

















 


into,
or merge with and into, another Subsidiary of WWI (other than the SP1 Borrower)
if, after giving effect to such combination or merger, WWI continues to own
(directly or indirectly), and the Administrative Agent continues to have
pledged to it pursuant to a supplement to the WWI Pledge Agreement, a percentage
of the issued and outstanding shares of Capital Securities (on a fully diluted
basis) of the Subsidiary surviving such combination or merger that is equal to
or in excess of the percentage of the issued and outstanding shares of Capital
Securities (on a fully diluted basis) of the Subsidiary that does not survive
such combination or merger that was (immediately prior to the combination or
merger) owned by WWI or pledged to the Administrative Agent and (ii) if
such Subsidiary is a Guarantor the surviving corporation must be a Guarantor;


 


(b)           so
long as no Default has occurred and is continuing or would occur after giving
effect thereto, WWI or any of their Subsidiaries (other than the SP1 Borrower)
may make Investments permitted under Section 7.2.5 (including any
Permitted Acquisition); and


 


(c)           a
Subsidiary may merge with another Person in a transaction permitted by clause (b)
of Section 7.2.9.


 


SECTION 7.2.9.  Asset
Dispositions, etc. 
Subject to the definition of Change of Control, each of the Borrowers
will not, and will not permit any of its respective Subsidiaries to, Dispose of
all or any part of its assets, whether now owned or hereafter acquired
(including accounts receivable and Capital Securities of Subsidiaries) to any
Person, unless


 


(a)           such
Disposition is made by WWI or any of its Subsidiaries (other than the SP1
Borrower) and is (i) in the ordinary course of its business (and does not
constitute a Disposition of all or a substantial part of WWI or such
Subsidiary’s assets) or is of obsolete or worn out property or
(ii) permitted by clause (a) or (b) of Section 7.2.8;


 


(b)           (i)
such Disposition (other than of Capital Securities) is made by WWI or any of
its Subsidiaries (other than the SP1 Borrower) and is for fair market value and
the consideration consists of no less than 75% in cash, (ii) the Net
Disposition Proceeds received from such Disposition, together with the Net
Disposition Proceeds of all other assets sold, transferred, leased, contributed
or conveyed pursuant to this clause (b) since the Effective Date,
does not exceed (individually or in the aggregate) $20,000,000 over the term of
this Agreement and (iii) the Net Disposition Proceeds generated from such
Disposition not theretofore reinvested in Qualified Assets in accordance with clause (b)
of Section 3.1.1 (with the amount permitted to be so reinvested in
Qualified Assets in any event not to exceed $7,500,000 over the term of this
Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant
to the terms of clause (b) of Section 3.1.1 and Section 3.1.2;
or


 


(c)           such
Disposition is made pursuant to a Local Management Plan.


 


SECTION 7.2.10.  Modification of Certain Agreements.


 


(a)           Each
of the Borrowers will not, and will not permit any of its respective
Subsidiaries to, consent to any amendment, supplement, amendment and
restatement,


 


77

















 


waiver
or other modification of any of the terms or provisions contained in, or
applicable to, the Recapitalization Agreement or the Purchase Agreement or any
schedules, exhibits or agreements related thereto, in each case which would
adversely affect the rights or remedies of the Lenders, or WWI’s or any
Subsidiary’s ability to perform hereunder or under any Loan Document.


 


(b)           Except
as otherwise permitted pursuant to the terms of this Agreement, without the
prior written consent of the Required Lenders, WWI will not consent to any
amendment, supplement or other modification of any of the terms or provisions
contained in, or applicable to, any Subordinated Debt (including the Senior
Subordinated Note Indenture or any of the Senior Subordinated Notes), or any
guarantees delivered in connection with any Subordinated Debt (including any
Subordinated Guaranty) (collectively, the “Restricted Agreements”), or
make any payment in order to obtain an amendment thereof or change thereto, if
the effect of such amendment, supplement, modification or change is to (i)
increase the principal amount of, or increase the interest rate on, or add or
increase any fee with respect to such Subordinated Debt or any such Restricted
Agreement, advance any dates upon which payments of principal or interest are
due thereon or change any of the covenants with respect thereto in a manner
which is more restrictive to WWI or any of its Subsidiaries or (ii) change any
event of default or condition to an event of default with respect thereto,
change the redemption, prepayment or defeasance provisions thereof, change the
subordination provisions thereof, or change any collateral therefor (other than
to release such collateral), if (in the case of this clause (b)(ii)),
the effect of such amendment or change, individually or together with all other
amendments or changes made, is to increase the obligations of the obligor thereunder
or to confer any additional rights on the holders of such Subordinated Debt, or
any such Restricted Agreement (or a trustee or other representative on their
behalf).


 


SECTION 7.2.11.  Transactions
with Affiliates.  Each of the
Borrowers will not, and will not permit any of its respective Subsidiaries to,
enter into, or cause, suffer or permit to exist any arrangement or contract
with any of their other Affiliates (other than any Obligor)


 


(a)           unless
(i) such arrangement or contract is fair and equitable to WWI or such
Subsidiary and is an arrangement or contract of the kind which would be entered
into by a prudent Person in the position of the Borrowers or such Subsidiary
with a Person which is not one of their Affiliates; (ii) if such arrangement
or contract involves an amount in excess of $5,000,000, the terms of such
arrangement or contract are set forth in writing and a majority of directors of
WWI have determined in good faith that the criteria set forth in clause (i) are satisfied and have
approved such arrangement or contract as evidenced by appropriate resolutions
of the board of directors of WWI or the relevant Subsidiary; (iii) if such
arrangement or contract involves an amount in excess of $25,000,000 for each
such arrangement or contract, the board of directors shall also have received a
written opinion from an investment banking, accounting or appraisal firm of
national prominence that is not an Affiliate of WWI to the effect that such
arrangement or contract is fair, from a financial standpoint, to WWI and its
Subsidiaries or (iv) such arrangement is set forth on Item 7.2.11 of the
Disclosure Schedule; and


 


78

















 


(b)           except
that, so long as no Default or Event of Default has occurred and is continuing
or would be caused thereby, WWI and its Subsidiaries may pay (i) annual
management, consulting, monitoring and advisory fees to The Invus Group, Ltd.
in an aggregate total amount in any Fiscal Year not to exceed the greater of
(x) $1,000,000 and (y) 1.0% of EBITDA for the relevant period, and any related
out-of-pocket expenses and (ii) fees to The Invus Group, Ltd. and its
Affiliates in connection with any acquisition or divestiture transaction
entered into by WWI or any Subsidiary; provided, however, that
the aggregate amount of fees paid to The Invus Group, Ltd. and its Affiliates
in respect of any acquisition or divestiture transaction shall not exceed 1% of
the total amount of such transaction.


 


SECTION 7.2.12.  Negative Pledges, Restrictive
Agreements, etc.  Each of
the Borrowers will not, and will not permit any of its respective Subsidiaries
to, enter into any agreement (excluding (i) any restrictions existing under the
Loan Documents or, in the case of clauses (a)(i) and (b), any
other agreements in effect on the date hereof, (ii) in the case of clauses
(a)(i) and (b), any restrictions with respect to a Subsidiary
imposed pursuant to an agreement which has been entered into in connection with
the sale or disposition of all or substantially all of the Capital Securities
or assets of such Subsidiary pursuant to a transaction otherwise permitted
hereby, (iii) in the case of clause (a), restrictions in respect of
Indebtedness secured by Liens permitted by Section 7.2.3, but only
to the extent such restrictions apply to the assets encumbered thereby,
(iv) in the case of clause (a), restrictions under the Senior
Subordinated Note Indenture or (v) any restrictions existing under any
agreement that amends, refinances or replaces any agreement containing the
restrictions referred to in clause (i), (ii) or (iii)
above; provided, that the terms and conditions of any such agreement
referred to in clause (i), (ii) or (iii) are not
materially less favorable to the Lenders or materially more restrictive to any
Obligor a party thereto than those under the agreement so amended, refinanced
or replaced) prohibiting


 


(a)           the
(i) creation or assumption of any Lien upon its properties, revenues or
assets, whether now owned or hereafter acquired, or (ii) ability of WWI or
any other Obligor to amend or otherwise modify this Agreement or any other Loan
Document; or


 


(b)           the
ability of any Subsidiary to make any payments, directly or indirectly, to the
Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements
of management and other intercompany charges, expenses and accruals or other
returns on investments, or any other agreement or arrangement which restricts
the ability of any such Subsidiary to make any payment, directly or indirectly,
to the Borrowers.


 


SECTION 7.2.13.  Stock of
Subsidiaries.  Each of the
Borrowers will not (other than WWI in connection with a Permitted Acquisition
or an Investment), and will not permit any of its respective Subsidiaries to
issue any Capital Securities (whether for value or otherwise) to any Person
other than WWI or another Wholly-owned Subsidiary of WWI except in connection
with a Local Management Plan; provided, that, WW Australia shall at all
times be the record and beneficial direct owner of all of the issued and
outstanding Capital Securities of the SP1 Borrower.


 


79

















 


SECTION 7.2.14.  Sale and
Leaseback.  Each of the
Borrowers will not, and will not permit any of its respective Subsidiaries to,
enter into any agreement or arrangement with any other Person providing for the
leasing by WWI or any of its Subsidiaries of real or personal property which
has been or is to be sold or transferred by WWI or any of its Subsidiaries to
such other Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of WWI or any of its Subsidiaries.


 


SECTION 7.2.15.  Fiscal Year.  Each of the Borrowers will not and will not
permit any of its respective Subsidiaries to change its Fiscal Year.


 


SECTION 7.2.16.  Designation
of Senior Indebtedness.  WWI
will not designate any Indebtedness as “Designated Senior Indebtedness”
pursuant to clause (1) of the definition of such term in the Senior Subordinated
Note Indenture, without the consent of the Required Lenders.


 


SECTION 7.3.  Maintenance
of Separate Existence.  The SP1
Borrower covenants and agrees with the Administrative Agent, the Issuer and
each Lender as follows:


 


(a)           Other
Business.  It will not engage in any
business or enterprise or enter into any transaction other than the borrowing
of Loans under this Agreement, and the incurrence and payment of ordinary
course operating expenses, and as otherwise contemplated by the Loan Documents.


 


(b)           Maintenance
of Separate Existence.  In order to
maintain its corporate existence separate and apart from that of WWI, any
Subsidiary of WWI and any Affiliates thereof and any other Person, it will
perform all necessary acts to maintain such separation, including,


 


(i)            practicing
and adhering to corporate formalities, such as maintaining appropriate
corporate books and records;


 


(ii)           complying
with Article Sixth of its certificate of incorporation;


 


(iii)          owning
or leasing (including through shared arrangements with Affiliates) all office
furniture and equipment necessary to operate its business;


 


(iv)          refraining
from (A) guaranteeing or otherwise becoming liable for any obligations of any
of its Affiliates or any other Person, (B) having its Obligations guaranteed by
its Affiliates or any other Person (except as otherwise contemplated by the
Loan Documents), (C) holding itself out as responsible for debts of any of its
Affiliates or any other Person or for decisions or actions with respect to the
affairs of any of its Affiliates or any other Person, and (D) being directly or
indirectly named as a direct or contingent beneficiary or loss payee on any
insurance policy of any Affiliate;


 


(v)           maintaining
its deposit and other bank accounts and all of its assets separate from those
of any other Person;


 


80

















 


(vi)          maintaining
its financial records separate and apart from those of any other Person;


 


(vii)         compensating
all its employees, officers, consultants and agents for services provided to it
by such Persons, or reimbursing any of its Affiliates in respect of services
provided to it by employees, officers, consultants and agents of such
Affiliate, out of its own funds;


 


(viii)        maintaining
any owned or leased office space separate and apart from that of any of its
Affiliates (even if such office space is subleased from or is on or near
premises occupied by any of its Affiliates);


 


(ix)           accounting
for and managing all of its liabilities separately from those of any of its Affiliates
and any other Person, including payment directly by the SP1 Borrower of all
payroll, accounting and other administrative expenses and taxes;


 


(x)            allocating,
on an arm’s-length basis, all shared corporate operating services, leases and
expenses, including those associated with the services of shared consultants
and agents and shared computer and other office equipment and software;


 


(xi)           refraining
from filing or otherwise initiating or supporting the filing of a motion in any
bankruptcy or other insolvency proceeding involving it, WWI, any Subsidiary of
WWI, any Affiliate thereof or any other Person to substantively consolidate it
with WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person;


 


(xii)          remaining
solvent;


 


(xiii)         conducting
all of its business (whether written or oral) solely in its own name;


 


(xiv)        refraining
from commingling its assets with those of any of its Affiliates or any other
Person;


 


(xv)         maintaining
an arm’s-length relationship with all of its Affiliates;


 


(xvi)        refraining
from acquiring obligations or securities of WWI, any Subsidiary of WWI or any
Affiliate thereof;


 


(xvii)       refraining
from pledging its assets for the benefit of any of its Affiliates or any other
Person or making any loans or advances to any of its Affiliates or any other
Person (in each case, except as otherwise permitted pursuant to the Loan
Documents); and


 


(xviii)      correcting
any known misunderstanding regarding its separate identity.


 


81

















 


(c)           Independent
Directors.  It will not cause or
allow its board of directors to take any action requiring the unanimous
affirmative vote of 100% of the members of its board of directors unless the
Independent Director(s) (as defined in the certificate of incorporation of the
SP1 Borrower) shall have participated in such vote, and it shall comply in all
respects with Article Seventh of its certificate of incorporation.


 


(d)           Unanimous
Consent Required for Certain Actions. 
It shall not, without the unanimous consent of all of the members of its
board of directors, including its independent director(s), (i) file, or
authorize or consent to the filing of, a bankruptcy or insolvency petition or
otherwise institute insolvency proceedings with respect to itself or to any
other entity in which it has a direct or indirect legal or beneficial ownership
interest, (ii) dissolve, liquidate, consolidate, merge, or sell all or
substantially all of its assets or any other entity in which it has a direct or
indirect legal or beneficial ownership interest, (iii) engage in any other
business activity or (iv) amend Articles Third, Sixth and Seventh of its
Certificate of Incorporation.


 


(e)           No
Powers of Attorney.  The SP1
Borrower shall not grant any powers of attorney to any Person for any purposes
except (i) for the purpose of permitting any Person to perform any ministerial
or administrative functions on behalf of the SP1 Borrower which are not
inconsistent with the terms of the Loan Documents, (ii) to the Administrative
Agent for the purposes of the Security Agreements, Pledge Agreements and
Guaranties, or (iii) where otherwise provided or permitted by the Loan
Documents.


 


ARTICLE VIII



GUARANTY


 


SECTION 8.1.  The Guaranty.  WWI hereby unconditionally and irrevocably
guarantees the full and prompt payment when due, whether at stated maturity, by
acceleration or otherwise (including all amounts which would have become due
but for the operation of the automatic stay under Section 362(a) of the
Federal Bankruptcy Code, 11 U.S.C. 362(a), and the operation of Sections 502(b)
and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and
§506(b)), of the following (collectively, the “Guaranteed Obligations”),


 


(a)           all
Obligations of the SP1 Borrower and each other Obligor to the Administrative
Agent and each of the Lenders now or hereafter existing under this Agreement
and each other Loan Document, whether for principal, interest, fees, expenses
or otherwise; and


 


(b)           all
other Obligations to the Administrative Agent and each of the Lenders now or
hereafter existing under any of the Loan Documents, whether for principal,
interest, fees, expenses or otherwise.


 


The obligations of WWI under this Article VIII
constitute a guaranty of payment when due and not of collection, and WWI
specifically agrees that it shall not be necessary or required that the
Administrative Agent, any Lender or any holder of any Note exercise any right,
assert any claim


 


82

















 


or demand or enforce any remedy whatsoever against the
SP1 Borrower or any other Obligor (or any other Person) before or as a
condition to the obligations of WWI under this Article VIII.


 


SECTION 8.2.  Guaranty Unconditional.  The obligations of WWI under this Article VIII
shall be construed as a continuing, absolute, unconditional and irrevocable
guaranty of payment and shall remain in full force and effect until the Final
Termination Date.  WWI guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms
of the agreement, instrument or document under which they arise, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Administrative Agent or any of
the Lenders with respect thereto.  The
liability of WWI hereunder shall be absolute and unconditional irrespective of:


 


(a)           any
lack of validity, legality or enforceability of this Agreement, the Notes, the
Additional TLCs, any Rate Protection Agreement with a Lender or any other Loan
Document or any other agreement or instrument relating to any thereof;


 


(b)           any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations, or any compromise, renewal, extension,
acceleration or release with respect thereto, or any other amendment or waiver
of or any consent to departure from this Agreement, the Notes, the Additional
TLCs, any Rate Protection Agreement with a Lender or any other Loan Document;


 


(c)           any
addition, exchange, release or non-perfection of any collateral, or any release
or amendment or waiver of or consent to departure from any other guaranty, for
all or any of the Guaranteed Obligations;


 


(d)           the
failure of the Administrative Agent or any Lender


 


(i)            to
assert any claim or demand or to enforce any right or remedy against the SP1
Borrower, any other Obligor or any other Person (including any other guarantor)
under the provisions of this Agreement, any Note, any Additional TLC, any Rate
Protection Agreement with a Lender or any other Loan Document or otherwise, or


 


(ii)           to
exercise any right or remedy against any other guarantor of, or collateral
securing, any of the Guaranteed Obligations;


 


(e)           any
amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of this Agreement, any Note, any Additional
TLC, any Rate Protection Agreement with a Lender or any other Loan Document;


 


(f)            any
defense, setoff or counterclaim which may at any time be available to or be
asserted by any Obligor against the Administrative Agent or any Lender;


 


(g)           any
reduction, limitation, impairment or termination of the Guaranteed Obligations
for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to (and WWI hereby waives any right to
or claim of) any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason


 


83

















 


of
the invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, the Guaranteed
Obligations or otherwise; or


 


(h)           any
other circumstance which might otherwise constitute a defense available to, or
a legal or equitable discharge of, WWI, any other Obligor or any surety or
guarantor.


 


SECTION 8.3.  Reinstatement in Certain Circumstances.  If at any time any payment in whole or in
part of any of the Guaranteed Obligations is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of WWI,
any other Obligor or otherwise, WWI’s obligations under this Article VIII
with respect to such payment shall be reinstated as though such payment had
been due but not made at such time.


 


SECTION 8.4.  Waiver.  WWI irrevocably waives promptness, diligence, notice of
acceptance hereof, presentment, demand, protest and any other notice with
respect to any of the Guaranteed Obligations, as well as any requirement that
at any time any action be taken by any Person against the SP1 Borrower or any
other Person.


 


SECTION 8.5.  Postponement of Subrogation, etc.  WWI will not exercise any rights which it
may acquire by way of rights of subrogation by any payment made hereunder or
otherwise, prior to the Final Termination Date.  Any amount paid to WWI on account of any such subrogation rights
prior to Final Termination Date shall be held in trust for the benefit of the
Lenders and each holder of a Note and/or Additional TLC and shall immediately
be paid to the Administrative Agent and credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of this Agreement; provided, however, that if


 


(a)           WWI
has made payment to the Lenders and each holder of a Note of all or any part of
the Guaranteed Obligations, and


 


(b)           the
Final Termination Date has occurred,


 


each Lender and each holder of a Note agrees that, at
WWI’s request, the Administrative Agent, on behalf of the Lenders and the
holders of the Notes, will execute and deliver to WWI appropriate documents
(without recourse and without representation or warranty) necessary to evidence
the transfer by subrogation to WWI of an interest in the Guaranteed Obligations
resulting from such payment by WWI.  In
furtherance of the foregoing, at all times prior to the Final Termination Date,
WWI shall refrain from taking any action or commencing any proceeding against
the SP1 Borrower (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in the respect of
payments to any Lender or any holder of a Note and/or Additional TLC; provided,
however, that WWI may make any necessary filings solely to preserve its
claims against the SP1 Borrower.


 


SECTION 8.6.  Stay of Acceleration.  If acceleration of the time for payment of
any amount payable by the SP1 Borrower under this Agreement or any Note or
Additional TLC is stayed upon the occurrence of any event referred to in Section 9.1.9
with respect to the SP1


 


84

















 


Borrower, all such amounts otherwise subject to
acceleration under the terms of this Agreement shall nonetheless be payable by
WWI hereunder forthwith.


 


ARTICLE IX



EVENTS OF DEFAULT


 


SECTION 9.1.  Listing of Events of Default.  Each of the following events or occurrences
described in this Section 9.1 shall constitute an “Event of
Default”.


 


SECTION 9.1.1.  Non-Payment of Obligations.   Any Borrower shall default in the
payment or prepayment of  any Reimbursement Obligation (including pursuant
to Sections 2.6 and 2.6.2) on the applicable Disbursement Due
Date or any deposit of cash for collateral purposes on the date required
pursuant to Section 2.6.4 or  any principal of any Loan when
due, or  any Obligor (including WWI and the SP1 Borrower) shall default
(and such default shall continue unremedied for a period of three Business
Days) in the payment when due of any interest or commitment fee or of any other
monetary Obligation.


 


SECTION 9.1.2.  Breach of Warranty.  Any representation or warranty of any
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
furnished by or on behalf of the Borrowers or any other Obligor to the
Administrative Agent, the Issuer or any Lender for the purposes of or in
connection with this Agreement or any such other Loan Document (including any
certificates delivered pursuant to Article V) is or shall be
incorrect when made in any material respect.


 


SECTION 9.1.3.  Non-Performance of Certain Covenants and
Obligations.  Any Borrower shall
default in the due performance and observance of any of its obligations under Section 7.1.9
or Section 7.2.


 


SECTION 9.1.4.  Non-Performance of Other Covenants and
Obligations.  Any Obligor shall
default in the due performance and observance of any other agreement contained
herein or in any other Loan Document executed by it, and such default shall
continue unremedied for a period of 30 days after notice thereof shall have
been given to WWI by the Administrative Agent at the direction of the Required
Lenders.


 


SECTION 9.1.5.  Default on Other Indebtedness.  A default shall occur (i) in the payment
when due (subject to any applicable grace period), whether by acceleration or
otherwise, of any Indebtedness, other than Indebtedness described in Section 9.1.1,
of WWI or any of its Subsidiaries or any other Obligor having a principal
amount, individually or in the aggregate, in excess of $1,000,000, or (ii) a
default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness having a principal amount,
individually or in the aggregate, in excess of $5,000,000 if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time sufficient to
permit the holder or holders of such Indebtedness, or any trustee or agent for
such holders, to cause such Indebtedness to become due and payable prior to its
expressed maturity.


 


85

















 


SECTION 9.1.6.  Judgments.  Any judgment or order for the payment of money in excess of
$1,000,000 (not covered by insurance from a responsible insurance company that
is not denying its liability with respect thereto) shall be rendered against
WWI or any of its Subsidiaries or any other Obligor and remain unpaid and
either


 


(a)           enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order; or


 


(b)           there
shall be any period of 60 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect.


 


SECTION 9.1.7.  Pension Plans.  Any of the following events shall occur with
respect to any Pension Plan:


 


(a)           the
termination of any Pension Plan if, as a result of such termination, WWI or any
Subsidiary would be required to make a contribution to such Pension Plan, or
would reasonably expect to incur a liability or obligation to such Pension Plan,
in excess of $5,000,000; or


 


(b)           a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA in an amount in excess of
$5,000,000.


 


SECTION 9.1.8.  Change in Control.  Any Change in Control shall occur.


 


SECTION 9.1.9.  Bankruptcy, Insolvency, etc.  WWI or any of its Subsidiaries (other
than any Immaterial Subsidiary or the Designated Subsidiary) or any other
Obligor shall


 


(a)           become
insolvent or generally fail to pay, or admit in writing its inability or
unwillingness to pay, debts as they become due;


 


(b)           apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for WWI or any of its Subsidiaries or any other
Obligor or any property of any thereof, or make a general assignment for the
benefit of creditors;


 


(c)           in
the absence of such application, consent or acquiescence, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other custodian
for WWI or any of its Subsidiaries or any other Obligor or for a substantial
part of the property of any thereof, and such trustee, receiver, sequestrator
or other custodian shall not be discharged within 60 days, provided that
WWI or each Subsidiary and each other Obligor hereby expressly authorizes the
Administrative Agent, the Issuer and each Lender to appear in any court
conducting any relevant proceeding during such 60-day period to preserve,
protect and defend their rights under the Loan Documents;


 


(d)           permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law,
or any dissolution, winding up or liquidation proceeding, in respect of


 


86

















 


WWI
or any of its Subsidiaries or any other Obligor, and, if any such case or
proceeding is not commenced by WWI or such Subsidiary or such other Obligor,
such case or proceeding shall be consented to or acquiesced in by WWI or such
Subsidiary or such other Obligor or shall result in the entry of an order for
relief or shall remain for 60 days undismissed, provided that WWI, each
Subsidiary and each other Obligor hereby expressly authorizes the
Administrative Agent, the Issuer and each Lender to appear in any court
conducting any such case or proceeding during such 60-day period to preserve,
protect and defend their rights under the Loan Documents; or


 


(e)           take
any action (corporate or otherwise) authorizing, or in furtherance of, any of
the foregoing.


 


SECTION 9.1.10.  Impairment of Security, etc.  Any Loan Document, or any Lien granted
thereunder, shall (except in accordance with its terms), in whole or in part,
terminate, cease to be in full force and effect or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; any Borrower
or any other Obligor shall, directly or indirectly, contest in any manner the
effectiveness, validity, binding nature or enforceability thereof; or any Lien
securing any Obligation shall, in whole or in part, cease to be a perfected
first priority Lien, subject only to those exceptions expressly permitted by
such Loan Document, except to the extent any event referred to above (a)
results from the failure of the Administrative Agent to maintain possession of
certificates representing securities pledged under the WWI Pledge Agreement or
to file continuation statements under the Uniform Commercial Code of any
applicable jurisdiction or (b) is covered by a lender’s title insurance policy
and the relevant insurer promptly after the occurrence thereof shall have
acknowledged in writing that the same is covered by such title insurance
policy.


 


SECTION 9.1.11.  Senior Subordinated Notes.  The subordination provisions relating to the
Senior Subordinated Note Indenture (the “Subordination Provisions”)
shall fail to be enforceable by the Lenders (which have not effectively waived
the benefits thereof) in accordance with the terms thereof, or the principal or
interest on any Loan, Reimbursement Obligation or other monetary Obligations
shall fail to constitute Senior Debt, or the same (or any other similar term)
used to define the monetary Obligations.


 


SECTION 9.1.12.  Redemption.  Any Senior Subordinated Noteholder of any Subordinated Debt shall
file an action seeking the rescission thereof or damages or injunctive relief
relating thereto; or any event shall occur which, under the terms of any
agreement or indenture relating to Subordinated Debt, shall require WWI or any
of its Subsidiaries to purchase, redeem or otherwise acquire or offer to
purchase, redeem or otherwise acquire all or any portion of the principal
amount of the Subordinated Debt (other than as provided under Section 7.2.6);
or WWI or any of its Subsidiaries shall for any other reason purchase, redeem
or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make
any other payments in respect of the principal amount of any such Subordinated
Debt (other than as provided under Section 7.2.6).


 


SECTION 9.2.  Action if Bankruptcy, etc.  If any Event of Default described in clauses
(a) through (d) of Section 9.1.9 shall occur with
respect to WWI, any Subsidiary or any other Obligor, the Commitments (if not
theretofore terminated) shall automatically terminate and the


 


87

















 


outstanding principal amount of all outstanding Loans
and all other Obligations shall automatically be and become immediately due and
payable, without notice or demand.


 


SECTION 9.3.  Action if Other Event of Default.  If any Event of Default (other than any
Event of Default described in clauses (a) through (d) of Section 9.1.9
with respect to WWI or any Subsidiary or any other Obligor) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Lenders, shall by notice to WWI
declare all or any portion of the outstanding principal amount of the Loans and
other Obligations to be due and payable, require the Borrowers to provide cash
collateral to be deposited with the Administrative Agent in an amount equal to
the Stated Amount of all issued Letters of Credit and/or declare the
Commitments (if not theretofore terminated) to be terminated, whereupon the
full unpaid amount of such Loans and other Obligations which shall be so
declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, the Borrowers shall deposit with
the Administrative Agent cash collateral in an amount equal to the Stated
Amount of all issued Letters of Credit and/or, as the case may be, the
Commitments shall terminate.


 


ARTICLE X



THE AGENTS


 


SECTION 10.1.  Actions.  Each Lender hereby appoints Scotiabank as its Administrative
Agent and as a Lead Agent and Book Manager under and for purposes of this
Agreement, the Notes and each other Loan Document.  Each Lender authorizes the Administrative Agent to act on behalf
of such Lender under this Agreement, the Notes, the Additional TLCs, and each
other Loan Document and, in the absence of other written instructions from the
Required Lenders received from time to time by the Administrative Agent (with
respect to which the Administrative Agent agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Administrative Agent by the terms hereof and thereof,
together with such powers as may be reasonably incidental thereto.  Each Lender hereby appoints CSFB as the
Syndication Agent and as a Lead Agent and Book Manager.  Each Lender hereby indemnifies (which
indemnity shall survive any termination of this Agreement) each Agent, ratably
in accordance with their respective Term Loans and Additional TLCs outstanding
and Commitments (or, if no Term Loans, Additional TLCs or Commitments are at
the time outstanding and in effect, then ratably in accordance with the
principal amount of Term Loans or, as the case may be, Additional TLCs held by
such Lender, and their respective Commitments as in effect in each case on the
date of the termination of this Agreement), from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, the Agents in any way relating to or arising out of this
Agreement, the Notes, the Additional TLCs and any other Loan Document,
including reasonable attorneys’ fees, and as to which any Agent is not
reimbursed by the Borrowers or any other Obligor (and without limiting the
obligation of the Borrowers or any other Obligor to do so); provided, however,
that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have 


 


88

















 


resulted solely from an Agent’s gross negligence or
willful misconduct.  The Agents shall
not be required to take any action hereunder, under the Notes, the Additional
TLCs or under any other Loan Document, or to prosecute or defend any suit in
respect of this Agreement, the Notes, the Additional TLCs or any other Loan
Document, unless it is indemnified hereunder to its satisfaction.  If any indemnity in favor of the Agents
shall be or become, in any Agent’s determination, inadequate, any Agent may
call for additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.  Notwithstanding the foregoing, the Lead
Arrangers and Book Managers shall have no duties, obligations or liabilities under
any Loan Document.


 


SECTION 10.2.  Funding Reliance, etc.  Unless the Administrative Agent shall have
been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m.,
New York time, on the day prior to a Borrowing that such Lender will not make
available the amount  which would
constitute its Percentage of such Borrowing on the date specified therefor, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent and, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount.  If and to the extent that such Lender shall
not have made such amount available to the Administrative Agent, such Lender
severally agrees and the Borrowers jointly and severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date the Administrative Agent made
such amount available to the applicable Borrower to the date such amount is
repaid to the Administrative Agent, at the interest rate applicable at the time
to Loans comprising such Borrowing (in the case of any Borrower) and (in the
case of a Lender), at the Federal Funds Rate (for the first two Business Days
after which such amount has not been repaid, and thereafter at the interest
rate applicable to Loans comprising such Borrowing.


 


SECTION 10.3.  Exculpation.  Neither any Agent nor any of their
respective directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under this Agreement
or any other Loan Document, or in connection herewith or therewith, except for
its own willful misconduct or gross negligence, nor responsible for any
recitals or warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor for
the creation, perfection or priority of any Liens purported to be created by
any of the Loan Documents, or the validity, genuineness, enforceability,
existence, value or sufficiency of any collateral security, nor to make any
inquiry respecting the performance by the Borrowers of their obligations
hereunder or under any other Loan Document. 
Any such inquiry which may be made by any Agent shall not obligate it to
make any further inquiry or to take any action.  The Agents shall be entitled to rely upon advice of counsel
concerning legal matters and upon any notice, consent, certificate, statement
or writing which the Agents believe to be genuine and to have been presented by
a proper Person.


 


SECTION 10.4.  Successor.  The Syndication Agent may resign as such upon one Business Day’s
notice to WWI and the Administrative Agent. 
The Administrative Agent may resign as such at any time upon at least 30
days prior notice to WWI and all Lenders. 
If the Administrative Agent at any time shall resign, the Required
Lenders may, with the prior consent of WWI (which consent shall not be
unreasonably withheld), appoint another Lender as a successor Administrative
Agent which shall thereupon become the Administrative Agent


 


89

















 


hereunder.  If
no successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent’s giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution, and having a
combined capital and surplus of at least $250,000,000; provided, however,
that if, such retiring Administrative Agent is unable to find a commercial
banking institution which is willing to accept such appointment and which meets
the qualifications set forth in above, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall
assume and perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor as
provided for above.  Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from
the retiring Administrative Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of


 


(a)           this
Article X shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this
Agreement; and


 


(b)           Section 11.3
and Section 11.4 shall continue to inure to its benefit.


 


SECTION 10.5.  Credit Extensions by each Agent.  Each Agent shall have the same rights and
powers with respect to (x) the Credit Extensions made by it or any of its
Affiliates, and (y) the Notes or Additional TLCs held by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not an
Agent.  Each Agent and its respective
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with any Borrower or any Subsidiary or Affiliate of WWI, as if
such Agent were not an Agent hereunder.


 


SECTION 10.6.  Credit Decisions.  Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender’s review
of the financial information of the Borrowers, this Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its
Commitments.  Each Lender also
acknowledges that it will, independently of each Agent and each other Lender,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.


 


SECTION 10.7.  Copies, etc.  The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by any Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the


 


90

















 


Lenders by such Borrower).  The Administrative Agent will distribute to each Lender each
document or instrument received for its account and copies of all other
communications received by the Administrative Agent from any Borrower for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of this Agreement.


 


SECTION 10.8.  Reliance by the Administrative Agent.  The Administrative Agent shall be entitled
to rely upon any certification, notice or other communication (including any
thereof by telephone, telecopy, telegram or cable) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper
Person, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent.  As to any matters not expressly provided for
by this Agreement or any other Loan Document, the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or thereunder in accordance with instructions given by the Required Lenders or
all of the Lenders as is required in such circumstance, and such instructions
of such Lenders and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders.  For
purposes of applying amounts in accordance with this Section, the
Administrative Agent shall be entitled to rely upon any Secured Party that has
entered into a Rate Protection Agreement with any Obligor for a determination
(which such Secured Party agrees to provide or cause to be provided upon
request of the Administrative Agent) of the outstanding Secured Obligations
owed to such Secured Party under any Rate Protection Agreement.  Unless it has actual knowledge evidenced by
way of written notice from any such Secured Party and any Borrower to the
contrary, the Administrative Agent, in acting hereunder and under each other
Loan Document, shall be entitled to assume that no Rate Protection Agreements
or Obligations in respect thereof are in existence or outstanding between any
Secured Party and any Obligor.


 


SECTION 10.9.  Defaults.  The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default unless the Administrative Agent has
received notice from a Lender or any Borrower specifying such Default and
stating that such notice is a “Notice of Default”.  In the event that the Administrative Agent receives such a notice
of the occurrence of a Default, the Administrative Agent shall give prompt
notice thereof to the Lenders.  The
Administrative Agent shall (subject to Section 11.1) take such
action with respect to such Default as shall be directed by the Required
Lenders; provided, that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interest of the
Lenders except to the extent that this Agreement expressly requires that such
action be taken, or not be taken, only with the consent or upon the
authorization of the Required Lenders or all Lenders.


 


ARTICLE XI



MISCELLANEOUS PROVISIONS


 


SECTION 11.1.  Waivers, Amendments, etc.  The provisions of this Agreement and of each
other Loan Document may from time to time be amended, modified or waived, if
such amendment, modification or waiver is in writing and consented to by the
Borrowers and the Required Lenders; provided, however, that no
such amendment, modification or waiver shall:


 


91

















 


(a)           modify
this Section 11.1 without the consent of all Lenders;


 


(b)           increase
the aggregate amount of any Lender’s Percentage of any Commitment Amount,
increase the aggregate amount of any Loans or TLCs required to be made or
purchased by a Lender pursuant to its Commitments, extend the final Commitment
Termination Date of Credit Extensions made (or participated in) by a Lender or
reduce any fees described in Article III payable to any Lender
without the consent of such Lender;


 


(c)           extend
the final Stated Maturity Date for any Lender’s Loan or TLC, or reduce the
principal amount of or rate of interest on any Lender’s Loan or TLC or extend
the date on which scheduled payments of principal, or payments of interest or
fees are payable in respect of any Lender’s Loans or TLCs, in each case,
without the consent of such Lender (it being understood and agreed, however,
that any vote to rescind any acceleration made pursuant to Section 9.2
and Section 9.3 of amounts owing with respect to the Loans, TLCs
and other Obligations shall only require the vote of the Required Lenders);


 


(d)           reduce
the percentage set forth in the definition of “Required Lenders” or any
requirement hereunder that any particular action be taken by all Lenders
without the consent of all Lenders;


 


(e)           increase
the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of
any Letter of Credit to a date which is subsequent to the Revolving Loan Commitment
Termination Date, in each case, unless consented to by the Issuer of such
Letter of Credit;


 


(f)            except
as otherwise expressly provided in this Agreement or another Loan Document,
release (i) any Guarantor from its obligations under a Guaranty other than in
connection with a Disposition of all or substantially all of the Capital
Securities of such Guarantor in a transaction permitted by Section 7.2.9
as in effect from time to time or (ii) all or substantially all of the
collateral under the Loan Documents, in either case without the consent of all
Lenders;


 


(g)           change
any of the terms of clause (c) of Section 2.1.4 or Section 2.3.2
without the consent of the Swing Line Lender; or


 


(h)           affect
adversely the interests, rights or obligations of the Administrative Agent (in
its capacity as the Administrative Agent), the Syndication Agent (in its
capacity as the Syndication Agent) or any Issuer (in its capacity as Issuer),
unless consented to by the Administrative Agent, the Syndication Agent or such
Issuer, as the case may be.


 


No failure or delay on the part of the Administrative
Agent, the Syndication Agent, any Issuer or any Lender in exercising any power
or right under this Agreement or any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right.  No notice to or
demand on any Borrower or any other Obligor in any case shall entitle it to any
notice or demand in similar or other circumstances.  No waiver or approval by the


 


92

















 


Administrative Agent, the Syndication Agent, any
Issuer or any Lender under this Agreement or any other Loan Document shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions.  No waiver or
approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.


 


SECTION 11.2.  Notices.  All notices and other communications provided to any party hereto
under this Agreement or any other Loan Document shall be in writing or by
facsimile and addressed, delivered or transmitted to such party at its address
or facsimile number set forth on Schedule III hereto or set forth
in the Lender Assignment Agreement or at such other address or facsimile number
as may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted (telephonic confirmation in
the case of facsimile).


 


SECTION 11.3.  Payment of Costs and Expenses.  The Borrowers jointly and severally agree to
pay on demand all reasonable expenses of the Administrative Agent (including
the reasonable fees and out-of-pocket expenses of Mayer, Brown, Rowe & Maw
LLP, special New York counsel to the Administrative Agent and of local counsel,
if any, who may be retained by counsel to the Administrative Agent) in
connection with:


 


(a)           the
syndication by the Agents of the Loans, the Additional TLCs, the negotiation,
preparation, execution and delivery of this Agreement and of each other Loan
Document, including schedules and exhibits, and any amendments, waivers,
consents, supplements or other modifications to this Agreement or any other
Loan Document as may from time to time hereafter be required, whether or not the
transactions contemplated hereby are consummated;


 


(b)           the
filing, recording, refiling or rerecording of each Mortgage, each Pledge
Agreement and each Security Agreement and/or any Uniform Commercial Code
financing statements or other instruments relating thereto and all amendments,
supplements and modifications to any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof or of such Mortgage, Pledge Agreement or
Security Agreement; and


 


(c)           the
preparation and review of the form of any document or instrument relevant to
this Agreement or any other Loan Document.


 


The Borrowers further jointly and severally agree to
pay, and to save each Agent, the Issuer and the Lenders harmless from all
liability for, any stamp or other similar taxes which may be payable in
connection with the execution or delivery of this Agreement, the Credit
Extensions made hereunder, or the issuance of the Notes, the Additional TLCs and
Letters of Credit or any other Loan Documents. 
The Borrowers also agree to reimburse the Administrative Agent, the
Issuer and each Lender upon demand for all reasonable out-of-pocket expenses
(including attorneys’ fees and legal expenses) incurred by the Administrative
Agent, the Issuer or such Lender in connection with (x) the negotiation of
any restructuring or “work-out”, whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.


 


93

















 


SECTION 11.4.  Indemnification.  In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrowers hereby jointly and severally indemnify, exonerate and hold the
Administrative Agent, the Syndication Agent, the Issuer and each Lender and
each of their respective Affiliates, and each of their respective partners,
officers, directors, employees and agents, and each other Person controlling
any of the foregoing within the meaning of either Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities
Exchange Act of 1934, as amended (collectively, the “Indemnified Parties”),
free and harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and expenses actually incurred
in connection therewith (irrespective of whether any such Indemnified Party is
a party to the action for which indemnification hereunder is sought), including
reasonable attorneys’ fees and disbursements (collectively, the “Indemnified
Liabilities”), incurred by the Indemnified Parties or any of them as a
result of, or arising out of, or relating to


 


(a)           any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Credit Extension;


 


(b)           the
entering into and performance of this Agreement and any other Loan Document by
any of the Indemnified Parties (including any action brought by or on behalf of
any Borrower as the result of any determination by the Required Lenders
pursuant to Article V not to make any Credit Extension);


 


(c)           any
investigation, litigation or proceeding related to any acquisition or proposed
acquisition by WWI or any of its Subsidiaries of all or any portion of the
stock or assets of any Person, whether or not the Administrative Agent, the
Syndication Agent, the Issuer or such Lender is party thereto;


 


(d)           any
investigation, litigation or proceeding related to any environmental cleanup,
audit, compliance or other matter relating to the protection of the environment
or the Release by WWI or any of its Subsidiaries of any Hazardous Material;


 


(e)           the
presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any real property owned or operated by
WWI or any Subsidiary thereof of any Hazardous Material present on or under
such property in a manner giving rise to liability at or prior to the time WWI
or such Subsidiary owned or operated such property (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the control of,
WWI or such Subsidiary; or


 


(f)            each
Lender’s Environmental Liability (the indemnification herein shall survive
repayment of the Notes and the Additional TLCs and any transfer of the property
of WWI or any of its Subsidiaries by foreclosure or by a deed in lieu of
foreclosure for any Lender’s Environmental Liability, regardless of whether
caused by, or within the control of, WWI or such Subsidiary);


 


except for any such Indemnified Liabilities arising
for the account of a particular Indemnified Party by reason of the relevant
Indemnified Party’s gross negligence or willful misconduct.


 


94

















 


WWI, the Borrowers and their permitted successors and
assigns hereby waive, release and agree not to make any claim, or bring any
cost recovery action against, the Administrative Agent, the Syndication Agent,
the Issuer or any Lender under CERCLA or any state equivalent, or any similar
law now existing or hereafter enacted, except to the extent arising out of the
gross negligence or willful misconduct of any Indemnified Party.  It is expressly understood and agreed that
to the extent that any of such Persons is strictly liable under any
Environmental Laws, any Borrower’s obligation to such Person under this
indemnity shall likewise be without regard to fault on the part of such
Borrower with respect to the violation or condition which results in liability
of such Person.  If and to the extent
that the foregoing undertaking may be unenforceable for any reason, each of the
Borrowers hereby jointly and severally agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.


 


SECTION 11.5.  Survival.  The obligations of the Borrowers under Sections 4.3, 4.4,
4.5, 4.6, 11.3 and 11.4, and the obligations of the
Lenders under Sections 4.8 and 10.1, shall in each case survive
any termination of this Agreement, the payment in full of all Obligations, the
termination or expiration of all Letters of Credit and the termination of all
Commitments.  The representations and
warranties made by the Borrowers and each other Obligor in this Agreement and
in each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.


 


SECTION 11.6.  Severability.  Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


SECTION 11.7.  Headings.  The various headings of this Agreement and of each other Loan
Document are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Loan Document or any provisions
hereof or thereof.


 


SECTION 11.8.  Execution in Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


SECTION 11.9.  Governing Law; Entire Agreement.  THIS AGREEMENT, THE NOTES, THE ADDITIONAL
TLCS AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE
EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN
DOCUMENT), INCLUDING PROVISIONS WITH RESPECT TO INTEREST, LOAN CHARGES AND
COMMITMENT FEES, SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).  EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN
SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE 


 


95

















 


DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES
(ISP98–INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP
RULES”)) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.  This
Agreement and the other Loan Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and thereof
and supersede any prior agreements, written or oral, with respect thereto.


 


SECTION 11.10.  Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:


 


(a)           none
of the Borrowers may assign or transfer its rights or obligations hereunder
without the prior written consent of the Administrative Agent and all Lenders;
and


 


(b)           the
rights of sale, assignment and transfer of the Lenders are subject to Section 11.11.


 


SECTION 11.11.  Sale and Transfer of Loans and Notes;
Participations in Loans, Notes and Additional TLCs.  Each Lender may assign, or sell
participations in, its Loans, its Additional TLCs, Letters of Credit and
Commitments to one or more other Persons, on a non pro  rata
basis, in accordance with this Section 11.11.


 


SECTION 11.11.1.  Assignments.  Any Lender,


 


(a)           with
the written consents of WWI and the Administrative Agent (which consents shall
not be unreasonably delayed or withheld and which consent, in the case of WWI,
shall be deemed to have been given in the absence of a written notice delivered
by WWI to the Administrative Agent, on or before the fifth Business Day after
receipt by WWI of such Lender’s request for such consent), may at any time
assign and delegate to one or more commercial banks or other financial
institutions; and


 


(b)           with
notice to WWI and the Administrative Agent, but without the consent of any
Borrower or the Administrative Agent, may assign and delegate to any of its
Affiliates, Related Fund or to any other Lender,


 


(each Person described in either of the foregoing
clauses as being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an “Assignee Lender”), all or any
fraction of such Lender’s total Loans, Additional TLCs, participations in
Letters of Credit and Letter of Credit Outstandings with respect thereto and
Commitments in a minimum aggregate amount of $1,000,000 or the then remaining
amount of a Lender’s type of Loan or Commitment; provided, however,
that (i) with respect to assignments of Revolving Loans, the assigning Lender
must assign a pro  rata portion of each of its Revolving Loan
Commitments, Revolving Loans and interest in Letters of Credit Outstandings, (ii)
the Administrative Agent, in its own discretion, or by instruction from the
Issuer, may refuse acceptance of an assignment of Revolving Loans and Revolving
Loan Commitments to a Person not satisfying long-term certificate of deposit
ratings published by S&P or Moody’s, of at least BBB- or Baa3,


 


96

















 


respectively, or (unless otherwise agreed to by the
Issuer), if such assignment would, pursuant to any applicable laws, rules or
regulations, be binding on the Issuer, result in a reduced rate of return to
the Issuer or require the Issuer to set aside capital in an amount that is
greater than that which is required to be set aside for other Lenders
participating in the Letters of Credit, (iii) such minimum assignment amounts
shall not apply to assignments among Lenders, their Affiliates and Related
Funds and (iv) with respect to assignments of Additional Term B Loans or
Additional TLCs, the assigning Lender must assign a pro  rata
portion of its Additional Term B Loans or Additional TLCs, as applicable; provided,
further, that any such Assignee Lender will comply, if applicable, with
the provisions contained in Section 4.6 and the Borrowers, each
other Obligor and the Administrative Agent shall be entitled to continue to
deal solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until


 


(i)            written
notice of such assignment and delegation, together with payment instructions,
addresses and related information with respect to such Assignee Lender, shall
have been given to the Borrowers and the Administrative Agent by such Lender
and such Assignee Lender;


 


(ii)           such
Assignee Lender shall have executed and delivered to the Borrowers and the
Administrative Agent a Lender Assignment Agreement, accepted by the
Administrative Agent; and


 


(iii)          the
processing fees described below shall have been paid.


 


From and after the date that the Administrative Agent
accepts such Lender Assignment Agreement, (x) the Assignee Lender
thereunder shall be deemed automatically to have become a party hereto and to
the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee Lender in connection with such Lender Assignment
Agreement shall have the rights and obligations of a Lender hereunder and under
the other Loan Documents, and (y) the assignor Lender, to the extent that
rights and obligations hereunder have been assigned and delegated by it in
connection with such Lender Assignment Agreement, shall be released from its
obligations hereunder and under the other Loan Documents.  Within ten Business Days after its receipt
of notice that the Administrative Agent has received an executed Lender
Assignment Agreement, the applicable Borrower shall execute and deliver to the
Administrative Agent (for delivery to the relevant Assignee Lender) new Notes
or Additional TLCs, as the case may be, evidencing such Assignee Lender’s
assigned Loans, Additional TLCs, Additional TLC Commitments and Commitments and,
if the assignor Lender has retained Loans, Additional TLCs, Additional TLC
Commitments and Commitments hereunder, replacement Notes or Additional TLCs, as
the case may be, in the principal amount of the Loans or Additional TLCs, as
the case may be, and Additional TLC Commitments or Commitments, as the case may
be, retained by the assignor Lender hereunder (such Notes or Additional TLCs,
as the case may be, to be in exchange for, but not in payment of, those Notes
or Additional TLCs, as the case may be, then held by such assignor
Lender).  Each such Note or Additional
TLC, as the case may be, shall be dated the date of the predecessor Notes or
Additional TLCs, as the case may be. 
The assignor Lender shall mark the predecessor Notes or Additional TLCs,
as the case may be, “exchanged” and deliver them to the applicable
Borrower.  Accrued interest on that part
of the predecessor Notes or Additional TLCs, as the case may be, evidenced by
the new Notes or


 


97

















 


Additional TLCs, as the case may be, and accrued fees,
shall be paid as provided in the Lender Assignment Agreement.  Accrued interest on that part of the
predecessor Notes or Additional TLCs, as the case may be, evidenced by the
replacement Notes or Additional TLCs, as the case may be, shall be paid to the
assignor Lender.  Accrued interest and
accrued fees shall be paid at the same time or times provided in the
predecessor Notes or Additional TLCs, as the case may be, and in this
Agreement.  Such assignor Lender or such
Assignee Lender must also pay a processing fee to the Administrative Agent upon
delivery of any Lender Assignment Agreement, in the amount of $3,500, unless
such assignment and delegation is by a Lender to its Affiliate or if such
assignment and delegation is by a Lender to the Federal Reserve Bank or other
creditor, as provided below; provided however that for purposes of
paying such processing fee, same-day assignments to Affiliates and/or Related
Funds of a Lender shall be treated as a single assignment.  Any attempted assignment and delegation not
made in accordance with this Section 11.11.1 shall be null and
void.


 


Notwithstanding any other term of this Section 11.11.1,
the agreement of the Swing Line Lender to provide the Swing Line Loan Commitment
shall not impair or otherwise restrict in any manner the ability of the Swing
Line Lender to make any assignment of its Loans or Commitments, it being
understood and agreed that the Swing Line Lender may terminate its Swing Line
Loan Commitment, to the extent such Swing Line Commitment would exceed its
Revolving Loan Commitment after giving effect to such assignment, in connection
with the making of any assignment. 
Nothing contained in this Section 11.11.1 shall prevent or
prohibit any Lender from pledging its rights (but not its obligations to make
Loans) under this Agreement and/or its Loans and/or its Notes hereunder to a
Federal Reserve Bank (or in the case of a Lender which is a fund, to the
trustee of, or other Eligible Institution affiliated with,  such fund for the benefit of its investors)
or other creditor in support of borrowings made by such Lender from such
Federal Reserve Bank or other creditor.


 


In the event that S&P or Moody’s shall, after the
date that any Lender with a Commitment to make Revolving Loans or participate
in Letters of Credit or Swing Line Loans becomes a Lender, downgrade the
long-term certificate of deposit rating or long-term senior unsecured debt
rating of such Lender, and the resulting rating shall be below BBB- or Baa3,
then each of the Issuer and (if different) the Swing Line Lender shall have the
right, but not the obligation, upon notice to such Lender and the
Administrative Agent, to replace such Lender with an Assignee Lender in
accordance with and subject to the restrictions contained in this Section, and
such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in this Section) all
its interests, rights and obligations in respect of its Revolving Loan
Commitment under this Agreement to such Assignee Lender; provided, however,
that (i) no such assignment shall conflict with any law, rule and
regulation or order of any governmental authority and (ii) such Assignee
Lender shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest and fees (if any) accrued to the
date of payment on the Loans made, and Letters of Credit participated in, by
such Lender hereunder and all other amounts accrued for such Lender’s account
or owed to it hereunder.


 


98

















 


SECTION 11.11.2.  Participations.


 


(a)           Any
Lender may at any time sell to one or more commercial banks or other
Persons (each of such commercial banks and other Persons being herein called a
“Participant”) participating interests in any of the Loans, Additional
TLCs, Commitments, or other interests of such Lender hereunder; provided,
however, that


 


(i)            no
participation contemplated in this Section shall relieve such Lender from
its Commitments or its other obligations hereunder or under any other Loan
Document;


 


(ii)           such
Lender shall remain solely responsible for the performance of its Commitments
and such other obligations;


 


(iii)          each
Borrower and each other Obligor and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and each of the other Loan
Documents;


 


(iv)          no
Participant, unless such Participant is an Affiliate of such Lender, or Related
Fund or is itself a Lender, shall be entitled to require such Lender to take or
refrain from taking any action hereunder or under any other Loan Document,
except that such Lender may agree with any Participant that such Lender will
not, without such Participant’s consent, take any action of the type described
in clause (a), (b), (f) or, to the extent requiring the
consent of each Lender, clause (c) of Section 11.1; and


 


(v)           the
Borrowers shall not be required to pay any amount under this Agreement that is
greater than the amount which it would have been required to pay had no
participating interest been sold.


 


The Borrowers acknowledge and agree, subject to clause
(v) above, that each Participant, for purposes of Sections 4.3, 4.4,
4.5, 4.6, 4.8, 4.9, 11.3 and 11.4,
shall be considered a Lender.  Each
Participant shall only be indemnified for increased costs pursuant to Section 4.3,
4.5 or 4.6 if and to the extent that the Lender which sold such
participating interest to such Participant concurrently is entitled to make,
and does make, a claim on any Borrower for such increased costs.  Any Lender that sells a participating
interest in any Loan, Additional TLC, Commitment or other interest to a
Participant under this Section shall indemnify and hold harmless each
Borrower and the Administrative Agent from and against any taxes, penalties,
interest or other costs or losses (including reasonable attorneys’ fees and
expenses) incurred or payable by any Borrower or the Administrative Agent as a
result of the failure of such Borrower or the Administrative Agent to comply
with its obligations to deduct or withhold any taxes from any payments made
pursuant to this Agreement to such Lender or the Administrative Agent, as the
case may be, which taxes would not have been incurred or payable if such
Participant had been a Non-U.S. Lender that was entitled to deliver to such
Borrower, the Administrative Agent or such Lender, and did in fact so deliver,
a duly completed and valid Form 1001 or 4224 (or applicable


 


99

















 


successor form) entitling such Participant to receive
payments under this Agreement without deduction or withholding of any United
States federal taxes.


 


(b)           Each
Lender agrees and represents with and for the benefit of the SP1 Borrower and
WW Australia that it:


 


(i)            has
not (directly or indirectly) offered by subscription or purchase or issued
invitations to subscribe for or buy nor has it sold the Additional TLCs;


 


(ii)           will
not (directly or indirectly) offer for subscription or purchase or issue
invitations to subscribe for or buy nor will it sell the Additional TLCs; and


 


(iii)          has
not distributed and will not distribute any draft, preliminary or definitive
offering memorandum, advertisements or other offering material relating to the
Additional TLCs,


 


in the Commonwealth of Australia, its territories or
possessions, unless (x) the consideration is payable by each offeree or
invitee in a minimum amount of A$500,000 or the offer or invitation is
otherwise an excluded offer or excluded invitation for the purposes of
the Australian Corporations Law and the Corporations Regulations made under the
Australian Corporations Law, and (y) the offer, invitation or distribution
complies with all applicable laws, regulations and directives and does not
require any document to be lodged with, or registered by, the ASIC.


 


(c)           Each
Lender agrees and represents with and for the benefit of the SP1 Borrower and
WW Australia that it has not sold and will not sell the Additional TLCs to any
person if, at the time of such sale, the employees of the Lender aware of, or
involved in, the sale knew or had reasonable grounds to suspect that, as a
result of such sale, any Additional TLCs or an interest in any Additional TLCs
were being, or would later be, acquired (directly or indirectly) by an
associate of the SP1 Borrower or WW Australia for the purposes of
section 128F(5) of the Income Tax Assessment Act 1936 of Australia.


 


(d)           The
SP1 Borrower holds the benefit of the agreements and representations in
paragraphs (b) and (c) in trust for WW Australia.


 


SECTION 11.11.3.  Register.  The Borrowers hereby designate the Administrative Agent to serve
as the Borrowers’ agent, solely for the purpose of this Section, to maintain a
register (the “Register”) on which the Administrative Agent will record
each Lender’s Commitment, the Loans made by each Lender and the Notes
evidencing such Loans and the Additional TLCs, and each repayment in respect of
the principal amount of the Loans and the Additional TLCs of each Lender and
annexed to which the Administrative Agent shall retain a copy of each Lender
Assignment Agreement delivered to the Administrative Agent pursuant to this
Section.  Failure to make any recordation,
or any error in such recordation, shall not affect any Borrower’s or any other
Obligor’s Obligations in respect of such Loans or Notes or Additional
TLCs.  The entries in the Register shall
be conclusive, in the absence of manifest error, and WWI, the Borrowers, the
Administrative Agent and the Lenders shall treat each Person in whose name a
Loan and related Note or Additional TLC is registered as the owner thereof for
all purposes of this Agreement, notwithstanding notice or any provision herein
to the contrary.  A Lender’s Commitment
and the Loans made pursuant thereto and the Notes evidencing such Loans or


 


100

















 


Additional TLCs may be assigned or otherwise
transferred in whole or in part only by registration of such assignment or
transfer in the Register.  Any
assignment or transfer of a Lender’s Commitment or the Loans or the Notes
evidencing such Loans or Additional TLCs made pursuant thereto shall be registered
in the Register only upon delivery to the Administrative Agent of a Lender
Assignment Agreement duly executed by the assignor thereof.  No assignment or transfer of a Lender’s
Commitment or the Loans made pursuant thereto or the Notes evidencing such
Loans or Additional TLCs shall be effective unless such assignment or transfer
shall have been recorded in the Register by the Administrative Agent as
provided in this Section.  No Assignment
and Assumption Agreement shall be effective until recorded in the Register.


 


SECTION 11.12.  Other Transactions.  Nothing contained herein shall preclude the
Administrative Agent, the Issuer or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, the Borrowers or any of their Affiliates in which any Borrower
or such Affiliate is not restricted hereby from engaging with any other Person.


 


SECTION 11.13.  Forum Selection and Consent to
Jurisdiction.  ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT, THE LENDERS, ANY ISSUER OR THE BORROWERS IN CONNECTION
HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH OF THE BORROWERS IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 11.2. 
EACH OF THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  TO THE EXTENT
THAT ANY OF WWI OR THE BORROWERS HAVE OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH OF WWI AND
THE BORROWERS HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.


 


101

















 


SECTION 11.14.  Waiver of Jury Trial.  THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, SUCH
LENDER, SUCH ISSUER OR ANY BORROWER IN CONNECTION HEREWITH OR THEREWITH.  EACH OF THE BORROWERS ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS
A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, EACH LENDER AND EACH ISSUER
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.


 


SECTION 11.15.  Confidentiality.  The Lenders shall hold all non-public
information obtained pursuant to or in connection with this Agreement or
obtained by such Lender based on a review of the books and records of WWI or
any of its Subsidiaries in accordance with their customary procedures for handling
confidential information of this nature, but may make disclosure to any of
their examiners, Affiliates, outside auditors, counsel and other professional
advisors or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty’s professional advisor (so long as
such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section) in
connection with this Agreement or as reasonably required by any potential bona
fide transferee, participant or assignee, or in connection with the
exercise of remedies under a Loan Document, or as requested by any governmental
agency or representative thereof or pursuant to legal process or to any
quasi-regulatory authority (including the National Association of Insurance
Commissioners); provided, however, that


 


(a)           unless
specifically prohibited by applicable law or court order, each Lender shall
notify WWI of any request by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Lender by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such information;


 


(b)           prior
to any such disclosure pursuant to this Section 11.15, each Lender
shall require any such bona  fide transferee, participant and
assignee receiving a disclosure of non-public information to agree in writing


 


(i)            to
be bound by this Section 11.15; and


 


(ii)           to
require such Person to require any other Person to whom such Person discloses
such non-public information to be similarly bound by this Section 11.15;
and


 


102

















 


(c)           except
as may be required by an order of a court of competent jurisdiction and to the
extent set forth therein, no Lender shall be obligated or required to return
any materials furnished by WWI or any Subsidiary.


 


SECTION 11.16.  Judgment Currency.  If, for the purpose of obtaining judgment in
any court, it is necessary to convert a sum due hereunder, under any Note,
Additional TLC or under any other Loan Document in another currency into U.S.
Dollars or into a Foreign Currency, as the case may be, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which, in accordance with normal banking
procedures, the applicable Secured Party could purchase such other currency
with U.S. Dollars or with such Foreign Currency, as the case may be, in New
York City, at the close of business on the Business Day immediately preceding
the day on which final judgment is given, together with any premiums and costs
of exchange payable in connection with such purchase.


 


SECTION 11.17.  Release of
Security Interests.


 


(a)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 11.1) to take any action requested by the Borrowers
having the effect of releasing any collateral or guarantee obligations (i) to
the extent necessary to permit consummation of any transaction expressly
permitted by any Loan Document or that has been consented to in accordance with
Section 11.1 or (ii) under the circumstances described in paragraph
(b) below.


 


(b)           At
such time as the Loans, the Reimbursement Obligations and the other obligations
under the Loan Documents shall have been paid in full, the Commitments have
been terminated and no letters of Credit shall be outstanding, the collateral
shall be released from the Liens created by the Security Agreements, and the
Security Agreements and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Obligor under
the Security Agreements shall terminate, all without delivery of any instrument
or performance of any act by any Person.


 


103

















 


SCHEDULE I


 


DISCLOSURE SCHEDULE


 


	
  ITEM 5.1.9  Lien Search Jurisdictions

  	
   

  
	
   

  	
   

  
	
  ITEM 6.1  Good Standing.

  	
   

  
	
   

  	
   

  
	
  ITEM 6.7  Litigation.

  	
   

  
	
   

  	
   

  
	
   

  	
  Description of
  Proceeding

  	
  Action or Claim Sought

  
	
   

  	
   

  
	
  ITEM 6.8  Existing Subsidiaries.

  	
   

  
	
   

  	
   

  
	
  ITEM 6.11  Employee Benefit Plans.

  	
   

  
	
   

  	
   

  
	
  ITEM 6.12  Environmental Matters.

  	
   

  
	
   

  	
   

  
	
  ITEM 7.2.2(c) 
  Ongoing Indebtedness.

  	
   

  
	
   

  	
   

  
	
   

  	
  Creditor

  	
  Outstanding Principal
  Amount

  
	
   

  	
   

  
	
  ITEM 7.2.5(a) 
  Ongoing Investments.

  	
   

  
	
   

  	
   

  
	
  ITEM 7.2.11 Affiliate Transactions.

  	
   

  



 


I-1

















 


SCHEDULE II


 


COMMITMENTS AND
PERCENTAGES


 


II-1

















 


SCHEDULE III


 


NOTICE INFORMATION,

DOMESTIC OFFICES AND LIBOR OFFICES


 


[On File with the Administrative Agent]


 


III-1