Exhiit 10.6


 


[EXECUTION COPY]


 


FIRST AMENDMENT


 


This FIRST AMENDMENT, dated as of June 24, 2005
(this “Amendment Agreement”), is among WEIGHT WATCHERS INTERNATIONAL,
INC., a Virginia corporation (the “Borrower”) and certain of the Lenders
(such capitalized term, and other terms used in this Amendment Agreement, to
have the meanings set forth in Part I below).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the various financial
institutions party thereto, Credit Suisse, acting through its Cayman Islands
Branch, as the syndication agent and as a lead arranger, and The Bank of Nova
Scotia, as (x) the administrative agent for the Lenders, and (y) a lead
arranger for the Lenders are party to the Fifth Amended and Restated Credit
Agreement, dated as of January 21, 2004 (as further amended, supplemented
or otherwise modified prior to the First Amendment Effective Date, the “Existing
Credit Agreement”);


 


WHEREAS, the Borrower has requested that the Lenders
amend certain provisions of the Existing Credit Agreement as herein provided;
and


 


WHEREAS, the Lenders have agreed, subject to the terms
and conditions set forth below, to amend the Existing Credit Agreement as more
specifically set forth herein (the Existing Credit Agreement, as amended by
this Amendment, being referred to as the “Credit Agreement”);


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto 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.


 


“Borrower” is defined in the preamble.


 


“Credit Agreement” is defined in the third
recital.


 


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


 


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


 





















 


SUBPART 1.2.  Other Definitions.  Terms for which meanings are provided in the
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

CREDIT AGREEMENT


 


SUBPART 2.1.  Amendment to Article I.  Article I of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.1.1 and 2.1.2.


 


SUBPART 2.1.1.  Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the following definitions in the
appropriate alphabetical order:


 


“First
Amendment Effective Date” is defined in Subpart 3.1 of the First Amendment,
dated as of June 24, 2005, among the Borrower and the Lenders party
thereto.


 


“Redemption”
means the redemption by WW.com of all of the Capital Securities of WW.com owned
by ARTAL.


 


“Redemption
Debt” means the Indebtedness incurred by WW.com and its Subsidiaries to
fund the Redemption as such Indebtedness may be Refinanced from time to time.


 


“WW.com”
means WeightWatchers.com, Inc. a Delaware corporation.


 


“Target Date”
means January 31, 2007.


 


SUBPART 2.1.2.  The following definitions set forth in Section 1.1
of the Existing Credit Agreement are modified as follows:


 


(a)           “Debt”
is amended by inserting the following proviso at the end of such definition
prior to the “.” at the end thereof:


 


provided
that Indebtedness of WW.com and its Subsidiaries shall only be included as Debt
if either: (x) the Target Date has occurred but the Redemption has not occurred
or (y) the Redemption has occurred and the Redemption Debt is no longer
outstanding


 


(b)           “Interest
Expense” is amended by inserting the following proviso at the end of such
definition prior to the “.” at the end thereof:


 


provided
that interest expense of WW.com and its Subsidiaries shall only be included as
Interest Expense if either: (x) the Target Date has occurred but the 


 


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Redemption
has not occurred or (y) the Redemption has occurred and the Redemption Debt is
no longer outstanding.


 


(c)           “Net
Income” is amended by inserting the following proviso at the end of such
definition prior to the “.” at the end thereof:


 


provided
that net income of WW.com and its Subsidiaries shall only be included as Net
Income if either: (x) the Target Date has occurred but the Redemption has not
occurred or (y) the Redemption has occurred and the Redemption Debt is no
longer outstanding


 


SUBPART 2.2.  Amendments to Article VII.  Article VII of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.2.1 through 2.2.10.


 


SUBPART 2.2.1.  Section 7.1.4 of the Existing Credit
Agreement is hereby amended by inserting the parenthetical “(other than those
with respect to WW.com and its Subsidiaries so long as WW.com and its
Subsidiaries are not required to be Guarantors hereunder)” after the word “Section”
in the last sentence of such Section.


 


SUBPART 2.2.2.  Section 7.1.8 of the Existing Credit
Agreement is hereby amended by inserting the parenthetical “(other than WW.com
and its Subsidiaries so long as WW.com and its Subsidiaries are not required to
be Guarantors hereunder)” after the words “U.S. Subsidiary” each time they
appear in such Section.


 


SUBPART 2.2.3.Clause
(a) of Section 7.1.7 of the Existing Credit Agreement is hereby
amended by inserting the following proviso immediately after the phrase “as the
case may be” but prior to the “; and” at the end of such clause:


 


provided,
however, that WW.com and its U.S. Subsidiaries shall only be required to
execute a supplement to the Subsidiary Guaranty, a supplement to the WWI
Security Agreement and a Mortgage, if either: (x) the Target Date has occurred
but the Redemption has not occurred or (y) the Redemption has occurred and the
Redemption Debt is no longer outstanding


 


SUBPART 2.2.4.  Clause (b) of Section 7.1.7 of the
Existing Credit Agreement is hereby amended by inserting the following proviso
immediately after the phrase “as the Administrative Agent may reasonably
require” but prior to the “.” at the end of such clause:


 


and provided, further, that the
Borrower and WW.com and its U.S. Subsidiaries shall only be required to pledge
the Capital Securities of WW.com and its Subsidiaries, as applicable, if
either: (x) the Target Date has occurred but the Redemption has not occurred or
(y) the Redemption has occurred and the Redemption Debt is no longer
outstanding


 


SUBPART 2.2.5.  Section 7.2.2 of the Existing Credit
Agreement is hereby amended by deleting the word “and” from the end of clause
(j) thereof, inserting the word “and” at the end of clause (k) thereof and inserting
the following new clause (l) immediately after clause (k) thereof:


 


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(l)  Redemption Debt in an amount not to exceed
$250,000,000;


 


SUBPART 2.2.6.  Section 7.2.3 of the Existing Credit
Agreement is hereby amended by deleting the word “and” from the end of clause
(j) thereof, and inserting new clauses (l) and (m) immediately after clause (k)
thereof:


 


(l)  Liens granted by WW.com to secure payment of
Indebtedness of the type permitted and described in clause (l) of Section 7.2.2;
and


 


(m)  Liens on Capital Securities of WW.com granted
by the Borrower to secure payment of Indebtedness of the type permitted and
described in clause (l) of Section 7.2.2.


 


SUBPART 2.2.7.  Section 7.2.5 of the Existing Credit
Agreement is hereby amended by deleting the word “and” from the end of clause
(m) thereof and inserting the following new clauses (o) and (p) immediately
after clause (n) thereof:


 


(o)  other Investments made by the Borrower
consisting of the exercise of warrants to purchase Capital Securities of WW.com
and the purchase of Capital Securities of WW.com from any Person other than
ARTAL in an amount not to exceed $150,000,000; and


 


(p)  at any time WW.com and its U.S. Subsidiaries
are not required to be Guarantors, other Investments made by WW.com and its
Subsidiaries;


 


SUBPART 2.2.8.  Section 7.2.9 of the Existing Credit
Agreement is hereby amended by deleting the word “or” from the end of clause (b) thereof,
replacing the “.” at the end of clause (c) thereof with “; or” and
inserting the following new clause (d) immediately after clause (c) thereof:


 


(d)  at
any time WW.com and its U.S. Subsidiaries are not required to be Guarantors,
Dispositions made by WW.com and its Subsidiaries;


 


SUBPART 2.2.9.  Section 7.2.11 of the Existing Credit
Agreement is hereby amended by deleting the word “and” at the end of clause (a) thereof,
replacing the “.” at the end of clause (b) thereof with “; and” and
inserting the following new clause (c) immediately after clause (b) thereof:


 


(c) 
except that WW.com may consummate the Redemption.


 


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SUBPART 2.2.10.  Section 7.2.12 of the Existing Credit
Agreement is hereby amended by replacing the word “or” at the end of clause (iv) in
the parenthetical in the first sentence thereof with a “,”, and inserting the
following new clause (vi) immediately after clause (v) thereof:


 


or (vi) in the case of (a)(i) and (b), any
restrictions with respect to WW.com imposed pursuant to the loan agreement
entered into in respect of the Redemption Debt


 


PART III

CONDITIONS TO EFFECTIVENESS


 


SUBPART 3.1.  Effective Date.  This Amendment Agreement shall become
effective on the date (the “First 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, duly executed and delivered on behalf of the
Borrower and the Required Lenders.


 


SUBPART 3.1.2.  Satisfactory Legal Form.  All documents executed or submitted pursuant
hereto by or on behalf of the Borrower shall be reasonably satisfactory in form
and substance to the Administrative Agent and its counsel, and the
Administrative Agent and its counsel shall have received all information,
approvals, documents or instruments as the Administrative Agent or such counsel
may reasonably request.


 


PART IV

REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders to enter into this Amendment
Agreement, the Borrower represents and warrants to the Lenders as set forth
below.


 


SUBPART 4.1.  Validity, etc.  This Amendment Agreement 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 statements set forth in Section 5.2.1 of the
Credit Agreement are true and correct.


 


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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 First 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.


 


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).


 


SUBPART 5.6.  Release.  Upon the consummation of the Redemption and
the incurrence of the Redemption Debt, the Lenders hereby release any Lien they
have or the Administrative Agent has on any Capital Securities of WW.com owned
by the Borrower on the date hereof until such time, if ever, as the Borrower is
required to grant and perfect a Lien on such Capital Securities to the
Administrative Agent for the benefit of the Lenders pursuant to the terms of
the Credit Agreement.


 


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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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [INSERT NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
						



 


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