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
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Notice Information, Domestic Offices and LIBOR Offices
vi
EXHIBIT A-1
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Form of Revolving Note
EXHIBIT A-2
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Form of Swing Line Note
EXHIBIT A-3
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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)