WeightWatchers 2004 Annual Report Download - page 100

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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 — Rights Agreement, dated as of November 15, 2001 between Weight Watchers
International Inc. and Equiserve Trust Company, N.A. is incorporated herein by reference
to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-3 (File
No. 333-89444) as filed on May 31, 2002.
**4.2 — First Amendment dated as of November 4, 2003, to the Rights Agreement, dated as of
November 15, 2001 by and between Weight Watchers International, Inc. and EquiServe
Trust Company, N.A. is incorporated herein by reference to Exhibit 4.3 filed with the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 2003.
**4.3 — Specimen of stock certificate representing Weight Watchers International Inc.’s common
stock, no par value is incorporated herein by reference to Exhibit 4.6 with Amendment
No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-69362) as
filed on November 9, 2001.
**10.1 — Fifth Amended and Restated Credit Agreement, dated as of January 21, 2004, among
Weight Watchers International, Inc., Credit Suisse First Boston, The Bank of Nova Scotia
and various financial institutions.
**10.2 — Supplement, dated as of October 19, 2004, to the Fifth Amended and Restated Credit
Agreement, dated as of January 21, 2004, among Weight Watchers International, Inc. and
various financial institutions is incorporated herein by reference to Exhibit 10.1 filed with
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
October 2, 2004.