WeightWatchers 2005 Annual Report Download - page 114

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EXHIBIT INDEX
Exhibit
Number Description
**2.1 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.
**2.2 Agreement and Plan of Merger, by and among Weight Watchers International, Inc.,
WeightWatchers.com, Inc. and SCW Merger Sub, Inc. dated as of June 13, 2005 is
incorporated herein by reference to Exhibit 10.1 filed with the Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended July 2, 2005.
**2.3 Redemption Agreement, by and among Artal Luxembourg, S.A., WeightWatchers.com
Inc., and Weight Watchers International, Inc., dated as of June 13, 2005 is incorporated
herein by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form
10-Q for the fiscal quarter ended July 2, 2005.
**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 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.
**3.3 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.
**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 is incorporated herein by reference to Exhibit 10.1 filed
with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3,
2004.