WeightWatchers 2003 Annual Report Download - page 97

EXHIBIT INDEX
Exhibit
Number Description
**2.1 — Recapitalization and Stock Purchase Agreement, dated July 22, 1999, among Weight
Watchers International, Inc., H.J. Heinz Company and Artal International S.A. is
incorporated herein by reference to Exhibit 2 filed with the Registrant’s Registration
Statement on Form S-4 (File No. 333-92005) as filed on December 2, 1999.
**2.2 — Asset Purchase Agreement, dated as of March 31, 2003, by and among the WW Group,
Inc., The WW Group East L.L.C., The WW Group West L.L.C., Cuida Kilos, S.A. de C.V.,
Weight Watchers North America, Inc. and Weight Watchers International, Inc. is
incorporated herein by reference to Exhibit 2.1 filed with the Registrant’s Current Report
on Form 8-K dated April 1, 2003.
**3.1 — Amended and Restated Articles of Incorporation of Weight Watchers International, Inc. is
incorporated herein by reference to Exhibit 3.1 filed with the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 29, 2001.
**3.2 — Amended and Restated By-laws of Weight Watchers International, Inc. is incorporated
herein by reference to Exhibit 3.2 filed with the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 29, 2001.
**3.3 — Articles of Amendment to the Articles of Incorporation, as Amended and Restated, of
Weight Watchers International, Inc., to Create a New Series of Preferred Stock Designated
as Series B Junior Participating Preferred Stock, adopted as of November 14, 2001 is
incorporated herein by reference to Exhibit 3.3 filed with the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 29, 2001.
**4.1 — Senior Subordinated Dollar Notes Indenture, dated as of September 29, 1999, between
Weight Watchers International, Inc. and Norwest Bank Minnesota, National Association is
incorporated herein by reference to Exhibit 4.1 filed with the Registrant’s Registration
Statement on Form S-4 (File No. 333-92005) as filed on December 2, 1999.
**4.2 — Supplemental Indenture, dated as of August 7, 2003, to the Senior Subordinated Dollar
Notes Indenture, dated as of September 29, 1999, between Weight Watchers International,
Inc. and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest
Bank Minnesota, National Association) is incorporated herein by reference to Exhibit 4.1
filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 2003.
**4.3 — Guarantee Agreement, dated as of March 3, 2000, given by 58 WW Food Corp., Waist
Watchers, Inc., Weight Watchers Camps and Spas, Inc., Weight Watchers Direct, Inc., W/W
Twentyfirst Corporation, W.W. Weight Reductions Services, Inc., W.W.I. European Services,
Ltd., W.W. Inventory Service Corp., Weight Watchers North America, Inc., Weight Watchers
U.K. Holdings Ltd., Weight Watchers International Holdings, Ltd., Weight Watchers U.K.
Limited, Weight Watchers (Accessories & Publications) Ltd., Weight Watchers (Food
Products) Limited, Weight Watchers New Zealand Limited, Weight Watchers International
Pty Limited, Fortuity Pty Ltd. and Gutbusters Ltd. is incorporated herein by reference to
Exhibit 4.2 with Amendment No. 1 to the Registrant’s Registration Statement on Form S-4
(File No. 333-92005) as filed on March 2, 2000.
**4.4 — Senior Subordinated Euro Notes Indenture, dated as of September 29, 1999, between
Weight Watchers International Inc. and Norwest Bank Minnesota, National Association is
incorporated herein by reference to Exhibit 4.2 with the Registrant’s Registration
Statement on Form S-4 (File No. 333-92005) as filed on December 2, 1999.