8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 17, 2006

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	001-16769	11-6040273
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Madison Avenue, New York, New York	10010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On December 17, 2006, in connection with its “modified Dutch auction” tender offer to purchase shares of its outstanding common stock, no par value per share (the “Common Stock”), Weight Watchers International, Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) with Artal Holdings Sp. z o.o. (“Artal”), which owns approximately 55.2% of the outstanding shares of Common Stock, under which the Company has agreed to purchase from Artal, and Artal has agreed to sell to the Company, such number of shares of Common Stock (rounded to the nearest whole number) equal to the aggregate number of shares of Common Stock purchased in the tender offer multiplied by a fraction, the numerator of which is 53,759,325 and the denominator of which is 43,717,750 (representing the outstanding shares held of record by Artal divided by the outstanding shares held of record by all shareholders of the Company other than Artal, each as of November 30, 2006), such that upon the closing of this purchase, Artal’s percentage ownership interest in the outstanding shares of Common Stock will be substantially equal to its current level. This purchase will be at the same price per share as is determined and paid in the tender offer, and will occur on the 11^th business day following the expiration date of the tender offer. Artal has also agreed not to tender any of its shares of Common Stock in the tender offer. In addition, because Artal will not be participating in the tender offer, Artal will not be making a bid in the tender offer that could influence the determination of the purchase price for the shares. Artal is prohibited under the Purchase Agreement from selling shares or purchasing shares during the tender offer and until 11 business days following the expiration date of the tender offer, unless the tender offer is terminated other than pursuant to the consummation thereof.

This summary does not purport to be complete and is qualified by the actual terms of the Stock Purchase Agreement that is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Commitment Letter

In connection with the tender offer and related Purchase Agreement with Artal, the Company entered into a commitment letter (the “Commitment Letter”) with Credit Suisse Securities (USA) LLC (“Credit Suisse USA”) and Credit Suisse, Cayman Islands Branch (“Credit Suisse Caymans,” and together with Credit Suisse USA, “Credit Suisse”), regarding an amendment to provide us with additional capacity of up to $1.2 billion under our senior credit facility to finance the purchases and to refinance certain indebtedness of our subsidiary, WeightWatchers.com, Inc., and Credit Suisse has committed to provide such additional capacity. In the event the amendment is not obtained, Credit Suisse has committed to provide replacement facilities on substantially the same terms as our existing senior credit facility and giving effect to such additional capacity. The amended senior credit facility will be secured, and will provide for a term loan facility consisting of two tranche A facilities and a tranche B facility in an aggregate amount of $1,550 million and a revolving credit facility in the amount of $500 million. The new tranche A term loan will amortize in equal quarterly installments beginning in year three in an aggregate annual amount equal to 15%, 20%, 25% and 40% until maturity on the date that is six years after the closing of the replacement facilities. The existing tranche A term loan will mature on June 30, 2011. The new tranche B term loan will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the initial principal amount of such facility until maturity on the date that is seven years after the closing of the replacement facilities. The revolving credit facility may be used for loans and a portion may be used for letters of credit. The revolving loans may be borrowed, repaid and reborrowed until June 30, 2011.

Credit Suisse’s obligation to provide the amended senior credit facility is conditioned on the tender offer being consummated and other conditions typical for facilities of this kind and the negotiation and execution of final documents by both Credit Suisse and the Company.

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Our obligations under the amended senior credit facility will be secured. All of our domestic subsidiaries will guarantee our obligations under the amended senior credit facility.

The terms of the amended senior credit facility will require us to maintain an interest coverage ratio and a maximum leverage ratio with respect to our debt. Additionally, we will be required to comply with customary affirmative and negative covenants.

This summary does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Commitment Letter that is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

Tender Offer

On December 18, 2006, we issued a press release announcing a “modified Dutch auction” tender offer to purchase up to 8,300,000 shares of our outstanding Common Stock at a price not greater than $54.00 nor less than $47.00 per share net to the seller in cash, without interest. The tender offer is expected to expire at 12:00 midnight, New York City time, on January 18, 2007.

A “modified Dutch auction” self-tender offer allows shareholders to indicate how many shares and at what price within the Company’s specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable us to purchase up to 8,300,000 shares. The Company will not purchase shares below a price stipulated by a shareholder, and in some cases, may actually purchase shares at a price above a shareholder’s indication under the terms of the tender offer. The Company’s directors and executive officers and Artal, our majority shareholder, have advised us that they do not intend to tender any shares in the tender offer.

We anticipate paying for the shares purchased through the tender offer and from Artal and related fees and expenses with up to approximately $1.2 billion in new borrowings it is currently negotiating. A portion of these borrowings is also expected to be used to refinance the indebtedness of our subsidiary, WeightWatchers.com. The Company has obtained a commitment from Credit Suisse to provide us with additional capacity under our senior credit facility to finance the purchases and such refinancing.

The tender offer is not conditioned upon the receipt of financing or any minimum number of shares being tendered, but is subject to other customary conditions. The full details of the tender offer is set forth in the Offer to Purchase, Letter of Transmittal and related materials, which are attached as exhibits (a)(1)(A) through (a)(1)(F), respectively, to the Schedule TO filed by the Company with the Securities and Exchange Commission on December 18, 2006 (the “Schedule TO”).

A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.1.

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Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
10.1	Stock Purchase Agreement, dated as of December 17, 2006, by and between Weight Watchers International, Inc. and Artal Holdings Sp. z o.o.
10.2	Commitment Letter, dated December 18, 2006, by and between Weight Watchers International, Inc. and Credit Suisse Securities (USA) LLC and Credit Suisse
99.1	Press Release issued by Weight Watchers International, Inc. on December 18, 2006

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	WEIGHT WATCHERS INTERNATIONAL, INC.
Dated: December 21, 2006	By:	/s/ Jeffrey A. Fiarman
		Name:	Jeffrey A. Fiarman
		Title:	Executive Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit	Description
10.1	Stock Purchase Agreement, dated as of December 17, 2006, by and between Weight Watchers International, Inc. and Artal Holdings Sp. z o.o.
10.2	Commitment Letter, dated December 18, 2006, by and between Weight Watchers International, Inc. and Credit Suisse Securities (USA) LLC and Credit Suisse
99.1	Press Release issued by Weight Watchers International, Inc. on December 18, 2006

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2006, by and between WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Company”), and ARTAL HOLDINGS Sp. Z o.o., a corporation organized and existing under the laws of Poland (“Artal”).

R E C I T A L S

WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer for up to 8,3000,000 shares of its common stock, no par value per share (“Common Stock”), at prices ranging from $47.00 to $54.00 per share pursuant to the terms and conditions set forth in the draft Offer to Purchase substantially in the form attached hereto as Annex A, as the same may be revised, amended, modified or supplemented from time to time after the date hereof in accordance with Section 8 hereof (the “Tender Offer”), commencing no later than December 19, 2006;

WHEREAS, as of the date hereof, Artal owns of record 53,759,325 shares of Common Stock of the Company, which constitutes approximately 55.2% of the issued and outstanding shares of Common Stock;

WHEREAS, Artal has determined it will not exercise its right to tender any of its shares of Common Stock pursuant to the Tender Offer; and

WHEREAS, the Company and Artal desire to make certain covenants and agreements with one another pursuant to this Agreement.

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1

PURCHASE AND SALE OF THE SHARES; THE CLOSING

1.1 Purchase and Sale of Common Stock. Subject to the completion of the Tender Offer as set forth below and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, Artal agrees to sell to the Company, and the Company agrees to purchase from Artal, such number of shares of Common Stock (rounded to the nearest whole number of shares) equal to the aggregate number of shares of Common Stock purchased by the Company in the Tender Offer multiplied by a fraction, the numerator of which is 53,759,325 and the denominator of which is 43,717,750 (representing the outstanding shares of Common Stock held of record by Artal divided by the outstanding shares of Common Stock held of record by all stockholders of the Company other than Artal, each as of November 30, 2006). The number of shares of Common Stock to be purchased from Artal by the Company pursuant to this Section 1.1 is herein referred to as, the “Shares.”

1.2 Purchase Price. The “Per Share Purchase Price” for the Shares shall be equal to the price per share paid by the Company for the shares of Common Stock tendered by

the holders of Common Stock in the Tender Offer. The “Purchase Price” shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of Shares purchased by the Company from Artal pursuant to Section 1.1 of this Agreement.

1.3 The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m., New York City time on the eleventh business day following the expiration date of the Tender Offer (the “Successful Completion”), or at such other later date or place as the parties shall mutually agree. At the Closing, (a) Artal will deliver to the Company certificates representing the Shares to be purchased by the Company duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of the Company, and (b) the Company shall deliver the Purchase Price to Artal by wire transfer of immediately available funds to one or more accounts specified by Artal at least one business day prior to the Closing.

SECTION 2

REPRESENTATIONS AND WARRANTIES OF ARTAL

In order to induce the Company to enter into this Agreement, Artal hereby represents and warrants to the Company as follows:

2.1 Ownership of Shares. Artal owns of record the number of issued and outstanding shares of Common Stock set forth in the recitals to this Agreement. The Shares to be sold to the Company by Artal when delivered to the Company shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of such Shares imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws.

2.2 Authorization. Artal has full right, power and authority to execute, deliver and perform this Agreement and to sell, assign and deliver the Shares to be sold by it to the Company. This Agreement is the legal, valid and, assuming due execution and delivery by the other parties hereto, binding obligation of Artal, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to, or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

2.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Artal (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of Artal or to which Artal is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold by Artal, and (c) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with Artal.

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2.4 Brokerage. There are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Artal.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce Artal to enter into this Agreement, the Company hereby represents and warrants as follows:

3.1 Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company has the requisite power and authority to execute, deliver and perform this Agreement and to acquire the Shares. As of the Closing the Company will have sufficient capital to purchase the Shares hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors of the Company and have been otherwise duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to, or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

3.2 Capital Stock. The authorized capital stock of the Company consists of (a) 1,000,000,000 shares of Common Stock, of which 97,477,075 shares were issued and outstanding as of November 30, 2006, and (b) 250,000,000 shares of preferred stock, no par value per share, of which none were issued and outstanding as of November 30, 2006.

3.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with the Company.

3.4 Brokerage. Except as set forth in the draft Offer to Purchase attached hereto as Annex A, there are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company.

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SECTION 4

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The obligations of the Company under Section 1 to purchase the Shares at the Closing from Artal are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 9.9:

4.1 Representations and Warranties. The representations and warranties of Artal contained in Article 2 shall be true and correct on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 Performance. Artal shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

4.3 Tender Offer. The Successful Completion of the Tender Offer shall have occurred and the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

4.4 Delivery of Certificates. Artal shall have delivered all of the stock certificates representing the Shares to be sold by it at the Closing (or in lieu thereof an affidavit of lost certificate), free and clear of any liens, claims or encumbrances, along with all stock powers, assignments or any other documents, instruments or certificates necessary for a valid transfer.

4.5 Further Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.

SECTION 5

CONDITIONS TO ARTAL’S OBLIGATIONS

The obligations of Artal under Section 1 to sell the Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by Artal in accordance with Section 9.9:

5.1 Representations and Warranties. The representations and warranties of the Company contained in Article 3 shall be true and correct as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

5.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

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5.3 Tender Offer. The Successful Completion of the Tender Offer shall have occurred and the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

5.4 Further Assurances. No governmental authority shall have advised or notified Artal that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Artal’s good faith efforts to cause such withdrawal.

SECTION 6

COVENANTS

6.1 No Purchase of Common Stock. Until eleven business days following the expiration date of the Tender Offer, Artal agrees that it and its affiliates will not, directly or indirectly, purchase any shares of Common Stock.

6.2 No Sale of Common Stock. Except as contemplated hereunder, from the date hereof until the Closing or the termination of this Agreement, Artal agrees, on behalf of itself and its affiliates, that it and its affiliates, directly or indirectly, will not sell any shares of Common Stock, including in the Tender Offer.

6.3 Closing Conditions. Artal and the Company shall use their commercially reasonable efforts to ensure that each of the conditions to Closing is satisfied.

6.4 Withholding. The Purchase Price shall be paid free and clear of any and all U.S. federal, state, local or foreign income or withholding taxes except as provided in this Section 6.4. If the Company reasonably determines, pursuant to Section 302(d) of Internal Revenue Code of 1986, as amended (the “Code”), that the sale of Shares hereunder is properly treated as a “distribution” subject to Section 301 of the Code, the Company shall withhold an amount therefrom, such amount to be calculated based on the Company’s reasonable estimate of the Company’s current and accumulated earnings and profits for the year in which the Closing occurs, as determined in accordance with Treasury Regulation Section 1.1441-3(c)(2)(ii). If Artal certifies as to its eligibility for a reduced rate of withholding pursuant to an income tax treaty on IRS Form W-8BEN provided to the Company by Artal, any such withholding shall be made at such reduced rate. Any amount withheld by the Company in accordance with this Section 6.4 shall be remitted to the appropriate taxing authority, and such remittance shall be treated for purposes of this Agreement as a payment of a portion of the Purchase Price to Artal.

SECTION 7

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY

7.1 Survival. All representations and warranties hereunder shall survive the Closing.

7.2 Limitation on Liability. Notwithstanding the foregoing, in no event shall Artal’s liability for breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to Artal.

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SECTION 8

ARTAL CONSENT

8.1 Consent. Artal’s consent shall be required for any amendment to the terms of the Tender Offer that (a) changes the type or amount of consideration per share offered to shareholders, (b) increases the aggregate number of shares of Common Stock sought in the Tender Offer in excess of 8,3000,000 (plus up to an additional 2% of the outstanding shares of Common Stock), (c) materially alters any of the conditions of the Tender Offer contained in Section 7 of the Offer to Purchase (except in response to comments from the Securities and Exchange Commission), adds any additional conditions to the Tender Offer (provided, however, that this shall in no way limit the Company’s ability to waive any such condition), or (d) extends the expiration date of the Tender Offer beyond February 5, 2007, except, in each case, as required by law.

SECTION 9

MISCELLANEOUS

9.1 Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and Artal under this Agreement.

9.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successor and assigns of the parties hereto.

9.3 Entire Agreement; Amendment. This Agreement contains all the terms agreed upon among the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written with respect to such subject matter. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by a written instrument signed by the party against who enforcement of any such amendment, change or waiver is sought. For the avoidance of doubt, to the extent that any of the terms and conditions of this Agreement are inconsistent with any of the terms and conditions contained in the Offer to Purchase, the terms of this Agreement will govern and the Offer to Purchase will be revised to be consistent with the terms of this Agreement.

9.4 Cooperation. The Company and Artal shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement.

9.5 Termination. The Company or Artal may terminate this Agreement if (a) the Tender Offer is terminated without the purchase of any shares of Common Stock or (b) if the Tender Offer is not consummated by February 5, 2007; provided that the Company may not terminate this Agreement under this clause (b) unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 9.5, none of the parties hereto shall have any liability hereunder except for breaches of such party’s representations, warranties or covenants occurring prior to the date of such termination.

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9.6 Notices. All notices and all other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by registered or certified mail, postage prepaid (return receipt requested), sent by facsimile (receipt of which is confirmed) or sent by a nationally recognized overnight courier to a party at the following address (or at such other address for a party as shall be specified by like notice):

If to Artal:

Artal Holdings Sp. z o.o., Succursale de Luxembourg

105, Grand-Rue

L-1661 Luxemburg

Attention: Audrey Le Pit

Facsimile: (352) 22 42 59 22

with a copy to:

The Invus Group, LLC

750 Lexington Avenue

New York, New York 10022

Attention: Christopher Sobecki

Facsimile: 212-371-1829

and with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

47th Floor

New York, New York 10166

Attention: Steven Shoemate, Esq.

Facsimile: (212) 351-5316

If to the Company:

Weight Watchers International, Inc.

11 Madison Avenue

New York, New York 10010

Attention: General Counsel

Facsimile: 212-589-2601

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with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Kenneth B. Wallach, Esq.

Facsimile: 212-455-2502

Each such notice or other communication shall be effective at the time of receipt if delivered personally or sent by facsimile (with receipt confirmed) or nationally recognized overnight courier (with receipt confirmed), or three (3) business days after being mailed, registered or certified mail, postage prepaid, return receipt requested.

9.7 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.8 GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or other legal proceeding relating to this agreement or the enforcement of any provision of this agreement may be brought or otherwise commenced in any state or federal court sitting in the Borough of Manhattan of the City of New York. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 9.2 by the state and federal courts sitting in the Borough of Manhattan of the City of New York and in connection therewith hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

9.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.

9.10 Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.

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9.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity, and any party sued for breach of this Agreement expressly waives any defense that a remedy in damages would be adequate.

9.12 Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated.

9.13 Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

9.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

WEIGHT WATCHERS INTERNATIONAL, INC.
By:	/s/ Jeffrey A. Fiarman
Name:	Jeffrey A. Fiarman
Title:	Executive Vice President, General Counsel and Secretary
ARTAL HOLDINGS SP. Z O.O., represented by Artal Holdings Sp. Z o.o. Succursale de Luxembourg
By:	/s/ Audrey Le Pit
Name:	Audrey Le Pit
Title:	Branch Manager

[Stock Purchase Agreement]

EX-10.2

Exhibit 10.2

CREDIT SUISSE SECURITIES (USA) LLC                 Eleven Madison Avenue                   New York, NY 10010 CREDIT SUISSE Eleven Madison Avenue
New York, NY 10010

CONFIDENTIAL

December 18, 2006

Weight Watchers International, Inc.

11 Madison Avenue

New York, NY 10010

Attention:	Ann Sardini
	Chief Financial Officer

Weight Watchers International, Inc.

Commitment Letter

Ladies and Gentlemen:

Reference is made to the Sixth Amended and Restated Credit Agreement dated as of May 8, 2006, as amended (the “Existing Credit Agreement”) among Weight Watchers International, Inc., a Virginia corporation (the “Borrower” or “you”), the lenders party thereto and The Bank of Nova Scotia, as administrative agent. Terms used but not defined in this commitment letter (including the Exhibits and the other attachments hereto, this “Commitment Letter”) shall have the meanings assigned thereto in the Existing Credit Agreement.

You have advised Credit Suisse (“CS”) and Credit Suisse Securities (USA) LLC (“CS Securities” and, together with CS and their respective affiliates, “Credit Suisse”, “we” or “us”) that you intend to (a) make a public tender offer to acquire, and enter into an agreement with an affiliate of yours to acquire, a portion of your outstanding common stock, for an aggregate purchase price not to exceed $1,000,000,000 (the “Self Tender and Affiliate Purchase”) and (b) repay all outstanding indebtedness under, and terminate, (i) the First Lien Credit Agreement dated as of December 16, 2005, among Weightwatchers.com, Inc., the lenders party thereto and CS, as administrative agent, and (ii) the Second Lien Credit Agreement dated as of December 16, 2005, among Weightwatchers.com, Inc., the lenders party thereto and CS, as administrative agent. You have further advised us that, in connection therewith, (x) the Borrower will obtain incremental term A-1 loans (the “Designated Additional Term A-1 Loans”) under the Existing Credit Agreement in an aggregate principal amount of up to $700,000,000 (of which up to $575,000,000 may be drawn in a second drawing on a date up to three weeks

following the Closing Date), (y) the Borrower will obtain incremental term B loans (the “Designated Additional Term B Loans” and, together with the Designated Additional Term A-1 Loans, the “Additional Term Loans”) under the Existing Credit Agreement in an aggregate principal amount of up to $500,000,000 and (z) you propose to amend certain provisions of the Existing Credit Agreement to, among other things, permit the Self Tender and Affiliate Purchase, give effect to the Additional Term Loans and the incurrence of indebtedness pursuant thereto, add an excess cash flow sweep as a mandatory prepayment as described under the heading “Mandatory Prepayments” in Exhibit A and to increase the interest rate margins for the revolving facility and the term loan A facility (and modify the pricing grid) in the manner described under the heading “Changes in Interest Rate Margins and Commitment Fees” in Annex I to Exhibit A (the “Proposed Amendment”).

If the Proposed Amendment is not obtained, then you would not obtain the Additional Term Loans, but rather you would terminate the Existing Credit Agreement, prepay all amounts outstanding thereunder and obtain the senior secured replacement credit facilities (the “Replacement Facilities”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”). The Additional Term Loans and the Replacement Facilities are referred to collectively herein as the “Facilities”).

1. Commitments.

In connection with the foregoing, (a) CS is pleased to advise you of its commitment to provide the entire principal amount of the Additional Term Loans and (b) CS Securities is pleased to advise you of its agreement to use commercially reasonable efforts to arrange the Proposed Amendment, in each case upon the terms and subject to the conditions set forth in this Commitment Letter. In addition, if the Proposed Amendment is not obtained, CS is pleased to advise you of its commitment to provide the entire principal amount of the Replacement Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter.

2. Titles and Roles.

You hereby appoint (i) CS Securities to act, and CS Securities hereby agrees to act, as sole bookrunner and sole lead arranger for the Facilities (the “Lead Arranger”), it being understood that the Borrower may, with the consent of CS Securities, such consent not to be unreasonably withheld, appoint an additional financial institution as joint bookrunner and co-lead arranger along with CS Securities, and (ii) CS to act, and CS hereby agrees to act, as sole administrative agent and sole collateral agent (the “Agent”), it being understood that the Borrower may instead select The Bank of Nova Scotia or, if reasonably acceptable to CS, another Lender, to act as the Agent, with respect to the Replacement Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. The Lead Arranger and the Agent, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that, (i) Credit Suisse will have “left” placement

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in any and all marketing materials or other documentation used in connection with the Facilities and (ii) in no event will Credit Suisse be entitled to less than 40% of the economics granted in this Commitment Letter and in the Fee Letter referred to below. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities or the Proposed Amendment unless you and we shall so agree.

3. Syndication.

We reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of our commitments with respect to the Facilities to a group of banks, financial institutions and other institutional lenders (together with CS, the “Lenders”) identified by us and approved by you (such approval not to be unreasonably withheld or delayed). We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist us in completing a satisfactory syndication. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors of you and the proposed Lenders, (c) assistance by you in the preparation of a Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndication, (d) prior to the launch of the syndication, the obtaining of affirmations of the ratings with respect to the existing credit facilities (as modified by the Proposed Amendment) or ratings of the Replacement Facilities from each of Standard & Poor’s Ratings Service (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s) and the corporate rating from S&P and the corporate family rating from Moody’s, in each case in respect of the Borrower and (e) the hosting, with CS Securities, of one or more meetings of prospective Lenders. You agree, at the request of CS Securities, to assist in the preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Borrower and its subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You further agree that each document to be disseminated by Credit Suisse to any Lender in connection with the Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information, provided that Credit Suisse provides each such document in final form to the Borrower prior to its dissemination.

CS Securities will manage all aspects of any syndication, in consultation with the Borrower, including decisions as to the selection of institutions to be approached (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed) and when they will be approached, when their commitments will be accepted, which

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institutions will participate (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed), the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders. To assist CS Securities in its syndication efforts, you agree promptly to prepare and provide to CS Securities all information with respect to you and your subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request.

4. Information.

You hereby represent and covenant (and it shall be a condition to CS’s commitment hereunder and our agreements to perform the services described herein) that (a) all information other than the Projections (the “Information”) that has been or will be made available to Credit Suisse by or on behalf of you or any of your representatives is or will be, taken as a whole, complete and correct in all material respects and does not or will not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to Credit Suisse by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon accounting principles consistent with your historical audited financial statements and upon assumptions that are reasonable at the time made and at the time the related Projections are made available to Credit Suisse. You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct under those circumstances. In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

5. Fees.

As consideration for CS’s commitment hereunder and our agreements to perform the services described herein, you agree to pay to CS Securities the fees set forth in this Commitment Letter and in the fee letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”).

6. Conditions Precedent.

CS’s commitment hereunder and agreement to perform the services described herein are subject to (a) there not having occurred any event, change or condition since December 31, 2005 that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise), or operating results of you and your subsidiaries, taken as a whole, (b) our satisfaction that, prior to and during the syndication of the Facilities,

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there shall be no other issues of debt securities or commercial bank or other credit facilities of you or your subsidiaries being offered, placed or arranged, (c) the negotiation, execution and delivery of definitive documentation with respect to the Facilities reasonably satisfactory to Credit Suisse and its counsel, (d) CS Securities having been afforded a period of at least 21 consecutive days following the launch of the general syndication of the Facilities and immediately prior to the Closing Date to syndicate the Facilities (provided that such period shall not include any day from and including December 18, 2006 through and including January 2, 2007), (e) your compliance with the terms of this Commitment Letter and the Fee Letter, and (f) the other conditions set forth or referred to in the Senior Facilities Term Sheet and Exhibit D hereto.

7. Indemnification; Expenses.

You agree (a) to indemnify and hold harmless Credit Suisse and its affiliates and their respective officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by you or any of your affiliates), and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person, and (b) if the Closing Date occurs, to reimburse Credit Suisse from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of Credit Suisse’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and fees, disbursements and other charges of counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary agreements and security arrangements in connection therewith. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with the Facilities.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that Credit Suisse and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. Neither we nor any of our affiliates will use

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confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you in connection with the performance by us of services for other companies, and we will not furnish any such information to other companies. You also acknowledge that neither we nor any of our affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether Credit Suisse and/or its affiliates have advised or are advising you on other matters, (b) Credit Suisse, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of Credit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that Credit Suisse and its affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against Credit Suisse for breach of fiduciary duty or alleged breach of fiduciary duty and agree that Credit Suisse shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You acknowledge that Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Credit Suisse and its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by Credit Suisse or any of its affiliates or customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

9. Assignments, Amendments, Governing Law, Etc.

This Commitment Letter shall not be assignable by you without the prior written consent of CS and CS Securities (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). With the

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consent of the Borrower (not to be unreasonably withheld or delayed), CS may assign its commitment hereunder to one or more prospective Lenders, whereupon CS shall be released from the portion of its commitment hereunder so assigned. Any and all obligations of, and services to be provided by, Credit Suisse hereunder (including, without limitation, CS’s commitment) may be performed and any and all rights of Credit Suisse hereunder may be exercised by or through any of its affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by CS, CS Securities and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Paragraph headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Facilities may be transmitted through Syndtrak, Intralinks, the internet, e-mail or similar electronic transmission systems, and that Credit Suisse shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner, except to the extent resulting from the willful misconduct or gross negligence of Credit Suisse. This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Facilities. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby and agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court (provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

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11. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

12. Confidentiality.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, nor the activities of Credit Suisse pursuant hereto, shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof).

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or the Fee Letter, and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

13. Surviving Provisions.

The compensation, reimbursement, indemnification, confidentiality, jurisdiction and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect notwithstanding the termination of this Commitment Letter or CS’s commitment hereunder. If definitive documentation relating to the Facilities shall be executed and delivered, your obligations under this Commitment Letter in respect of the applicable Facilities, other than those relating to confidentiality and to the syndication of such Facilities (which shall remain in full force and effect), shall automatically terminate and be superseded by the provisions contained in such definitive documentation upon the execution and delivery thereof.

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14. PATRIOT Act Notification.

Credit Suisse hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), Credit Suisse and each Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow Credit Suisse or such Lender to identify the Borrower in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to Credit Suisse and each Lender.

15. Acceptance and Termination.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18, 2006. CS’s commitment hereunder and the agreements of CS and CS Securities contained herein will expire at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then this Commitment Letter and CS’s commitment and the undertakings of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension.

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Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC
By	/s/ James S. Finch
Name:	James S. Finch
Title:	Managing Director
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By	/s/ Sarah Wu
Name:	Sarah Wu
Title:	Director
By	/s/ Cassandra Droogan
Name:	Cassandra Droogan
Title:	Vice President

Accepted and agreed to as of the date first above written:
WEIGHT WATCHERS INTERNATIONAL, INC.
By	/s/ Ann Sardini
Name:	Ann Sardini
Title:	Chief Financial Officer

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CONFIDENTIAL December 15, 2006 EXHIBIT A

Weight Watchers International, Inc.

$2,050,000,000 Senior Secured Replacement Credit Facilities

Summary of Principal Terms and Conditions

If the Proposed Amendment (as defined below) is obtained, the Borrower will obtain Designated Additional Term A-1 Loans in an aggregate principal amount of up to $700,000,000 and Designated Additional Term B Loans in an aggregate principal amount of up to $500,000,000 which funds will be used to fund the Self Tender and Affiliate Purchase, repay in full the Subsidiary Credit Agreements and pay Transaction Costs. Such Designated Additional Term A-1 Loans are expected to be on the terms of the Existing Credit Agreement (as amended pursuant to the Proposed Amendment) and otherwise as agreed by the Borrower and the Arranger (and, to the extent applicable, substantially as described in this Exhibit A with respect to the Term A Facility (including, for the avoidance of doubt, with respect to maturity)). Such Designated Additional Term B Loans are expected to be on the terms of the Existing Credit Agreement (as amended pursuant to the Proposed Amendment) and otherwise as agreed by the Borrower and the Arranger (and, to the extent applicable, substantially as described in this Exhibit A with respect to the Term B Facility). The approximate sources and uses in respect of the Designated Additional Term A-1 Loans and the Designated Additional Term B Loans are expected to be as set forth in Exhibit B. If the Proposed Amendment is not obtained, the Borrower will obtain the Replacement Facilities described below.

Borrower:

Weight Watchers International, Inc., a Virginia corporation (the “Borrower”).

Transactions:

The Borrower intends to (a) make a public tender offer to acquire, and enter into an agreement with an affiliate of the Borrower to acquire, a portion of its outstanding common stock for an aggregate purchase price not to exceed $1,000,000,000 (the “Self Tender and Affiliate Purchase”) and (b) repay all outstanding indebtedness under, and terminate, (i) the First Lien Credit Agreement dated as of December 16, 2005, among Weightwatchers.com, Inc., the lenders party thereto and CS, as administrative agent (the “Subsidiary First Lien Credit Agreement”), and (ii) the Second Lien Credit Agreement dated as of December 16, 2005, among Weightwatchers.com, Inc., the lenders party thereto and CS, as administrative agent (together with the Subsidiary First Lien Credit Agreement, the “Subsidiary Credit Agreements”).

In connection with the foregoing, (a) either (i) the Sixth Amended and Restated Credit Agreement dated as of May 8, 2006 (the “Existing Credit Agreement”), among the Borrower, the lenders party thereto and The Bank of Nova Scotia, as administrative agent, will be amended to, among other things, (x) permit the Self Tender and Affiliate Purchase and the repayment and termination of the Subsidiary Credit Agreements and the financing therefor, (y) increase (and modify the pricing grid) the interest rate margins for the revolving loans and term A loans in the manner described under the heading “Changes in Interest Rate Margins and Commitment Fees” in Annex I to this Exhibit A and (z) add an excess cash flow sweep as a mandatory prepayment as described under the heading “Mandatory Prepayments” below (collectively, the “Proposed Amendment”), and the Borrower will obtain incremental term A-1 loans (the “Designated Additional Term A-1 Loans”) under the Existing Credit Agreement in an aggregate principal amount of up to $700,000,000 and incremental term B loans (the “Designated Additional Term B Loans”) under the Existing Credit Agreement in an aggregate principal amount of up to $500,000,000 or (ii) the Borrower will prepay in full, and terminate, the Existing Credit Agreement using the proceeds of the senior secured replacement credit facilities described below under the caption “Senior Secured Replacement Credit Facilities” (the “Replacement Facilities”) for such purpose and to make the Self Tender and Affiliate Purchase and repay the Subsidiary Credit Agreements and (b) fees and expenses incurred in connection with the foregoing (the “Transaction Costs”) will be paid. The transactions described in the preceding two paragraphs are collectively referred to herein as the “Transactions”.

Sources and Uses:

The approximate sources and uses of the funds necessary to consummate the Transactions are set forth in Exhibit C to the Commitment Letter the “Commitment Letter”) to which this Term Sheet is attached.

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Agent:		Credit Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole administrative agent and collateral agent (collectively, in such capacities, the “Agent”), it being understood that the Borrower may instead select The Bank of Nova Scotia or, if reasonably acceptable to CS, another Lender, to act as the Agent, for a syndicate of banks, financial institutions and other institutional lenders (together with CS, the “Lenders”), and will perform the duties customarily associated with such roles.
Sole Bookrunner and Sole Lead Arranger:		Credit Suisse Securities (USA) LLC will act as sole bookrunner and sole lead arranger for the Replacement Facilities (the “Arranger”), and will perform the duties customarily associated with such roles.
Syndication Agent:		At the option of the Arranger, a financial institution identified by the Arranger and acceptable to the Borrower (the “Syndication Agent”).
Documentation Agent:		At the option of the Arranger, a financial institution identified by the Arranger and acceptable to the Borrower (the “Documentation Agent”).
Senior Secured Replacement Credit Facilities:	(A)	A senior secured term A loan facility in an aggregate principal amount of up to $1,050,000,000 (the “Term A Facility”).
	(B)	A senior secured term B loan facility in an aggregate principal amount of up to $500,000,000 (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”).

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	(C)	A senior secured revolving credit facility in an aggregate principal amount of up to $500,000,000 (the “Revolving Facility” and, together with the Term Facilities, the “Senior Facilities”), of which up to $25,000,000 will be available through a subfacility in the form of letters of credit. In connection with the Revolving Facility, CS (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to $15,000,000. Except for purposes of calculating the Commitment Fee described in Annex I hereto, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.
Incremental Facility:		The Borrower shall be entitled on one or more occasions and subject to satisfaction of customary conditions to incur additional term loans (the “Additional Term Loans”) under the Term A Facility or the Term B Facility and/or to obtain additional revolving commitments (the “Additional Revolving Commitments”) under the Revolving Facility or under a new tranche of revolving loans in an aggregate principal amount of up to $400,000,000 on terms substantially as provided for in the Existing Credit Agreement (as modified to reflect the Term B Facility (including its maturity date)).

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Purpose:	(A)	The proceeds of the Term Facilities will be used by the Borrower, on the date of the borrowing under the Term Facilities (the “Closing Date”) (provided that up to $575,000,000 of the Term A Facility may be drawn in a second drawing on a date up to three weeks following the Closing Date) solely (a) to repay in full and terminate the Existing Credit Agreement and the Subsidiary Credit Agreements, (b) to fund the Self Tender and Affiliate Purchase and (c) to pay the Transaction Costs.
	(B)	The proceeds of loans under the Revolving Facility will be used by the Borrower on the Closing Date as provided in clause (A) above, and thereafter from time to time for general corporate purposes.
	(C)	Letters of credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries.
Availability:	(A)	The full amount of each of the Term Facilities must be drawn in a single drawing on the Closing Date; provided that up to $575,000,000 of the Term A Facility may be drawn in a second drawing on a date up to three weeks following the Closing Date. Amounts borrowed under the either of the Term Facilities that are repaid or prepaid may not be reborrowed.
	(B)	Loans of up approximately $307,500,000 (or such other amount as may be required in order to refinance the Borrower’s existing revolving credit facility) may be made under the Revolving Facility on the Closing Date. Thereafter, loans under the Revolving Facility will be available at any time prior to the final maturity of the Revolving Facility, in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof (in the case of Adjusted LIBOR borrowings) or in a minimum principal amount of $500,000 and integral multiples in excess thereof (in the case of ABR borrowings). Amounts repaid under the Revolving Facility may be reborrowed.

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Letters of Credit:		Letters of credit under the Revolving Facility will be issued by CS, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. or another Lender acceptable to the Borrower and the Agent (the “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the final maturity of the Revolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).
		Drawings under any letter of credit shall be reimbursed by the Borrower on the same business day. To the extent that the Borrower does not reimburse the Issuing Bank on the same business day, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments.
Interest Rates:		As set forth on Annex I hereto.
Default Rate:		The applicable interest rate plus 2.0% per annum, on overdue amounts.
Final Maturity and Amortization:	(A)	Term A Facility The Term A Facility will mature on the date that is six years after the Closing Date, and will amortize in equal quarterly installments in an aggregate annual amount equal to the percentage of the original principal amount of the Term A Facility set forth below opposite the applicable year:

Year	Percentage
Year 1	0	%
Year 2	0	%
Year 3	15	%
Year 4	20	%
Year 5	25	%
Year 6	40	%

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	(B)	Term B Facility The Term B Facility will mature on the date that is seven years after the Closing Date, and will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term B Facility with the balance payable on the maturity date of the Term B Facility.
	(C)	Revolving Facility The Revolving Facility will mature and the commitments thereunder will terminate on June 30, 2011.
Guarantees and Security:		The Senior Facilities will be guaranteed and secured by the same entities and collateral, respectively, that guarantee and secure the loans and other obligations under the Existing Credit Agreement, all on a pari passu basis; provided that there shall be provisions for a release of collateral on terms substantially similar to those in the Existing Credit Agreement.
Mandatory Prepayments:		The mandatory prepayment provisions in respect of the Term Loans will be substantially similar to those in the Existing Credit Agreement (with the Term A Facility and Term B Facility being repaid on a pro rata basis); provided that the Term Loans shall be prepaid with 50% of Excess Cash Flow (to be defined, including offsets for franchise acquisitions) (which amount shall be reduced to (i) 25% in the event the Net Debt to EBITDA Ratio is between 3.5 to 1.0 and 4.5 to 1.0 and (ii) 0% in the event the Net Debt to EBITDA Ratio is less than 3.5 to 1.0); provided, further, that any mandatory prepayments due from Excess Cash Flow in any fiscal year shall be offset by any voluntary prepayments made in such fiscal year.
Voluntary Prepayments:		Voluntary prepayments of borrowings under the Term Facilities will be permitted at any time, in minimum principal amounts consistent with the Existing Credit Agreement, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period. All voluntary prepayments will be applied at the direction of the Borrower.

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Representations and Warranties:	Substantially as provided for in the Existing Credit Agreement.
Conditions Precedent to Borrowing:	Substantially as provided for in the Existing Credit Agreement. The borrowing under the Senior Facilities will also be subject to the conditions precedent set forth in Exhibit D to the Commitment Letter.
Affirmative and Negative Covenants, Defaults and Miscellaneous Provisions:	Substantially as provided for in the Existing Credit Agreement.
Financial Covenants:	Substantially as provided for in the Existing Credit Agreement with levels to be agreed.
Voting:	Substantially as provided for in the Existing Credit Agreement; provided that certain amendments and waivers shall require class voting.
Governing Law and Forum:	New York.
Counsel to Agent and Arranger:	Cravath, Swaine & Moore LLP.

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ANNEX I

Interest Rates:

Term B Facility The interest rates under the Term B Facility will be Adjusted LIBOR plus 1.50% or ABR plus 0.50%. Term A Facility and Revolving Facility The interest rates under the Term A Facility and the Revolving Facility will be Adjusted LIBOR plus 1.25% or ABR plus 0.25%. The Borrower may elect interest periods of 1, 2, 3 or 6 (or 9 or 12, if agreed to by the Lenders) months for Adjusted LIBOR borrowings. Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every three months. ABR is the Alternate Base Rate, which is the higher of Credit Suisse’s Prime Rate and the Federal Funds Effective Rate plus  1/2 of 1.0%. Adjusted LIBOR will at all times include statutory reserves.

Letter of Credit Fees:

A per annum fee equal to the spread over Adjusted LIBOR under the Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed upon of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:

0.25% per annum on the undrawn portion of the commitments in respect of the Revolving Facilities, payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year.

Changes in Interest Rate Margins and Commitment Fees:

The definitive credit documentation for the Senior Facilities will contain provisions under which, from and after the Closing Date, and so long as no default shall have occurred and be continuing, interest rate margins under the Revolving Facility and Term A Facility and commitment fees under the Revolving Facility will be subject to change in increments based on the Net Debt to EBITDA Ratio, as set forth below:

Net Debt to EBITDA Ratio	Adjusted LIBOR Margin		Base Rate Margin		Commitment Fee
>3.25 to 1.00	1.25	%	0.25	%	0.25	%
2.00 to 1.00—3.25 to 1.00	1.00		0.00	%	0.20	%
1.50 to 1.00—2.00 to 1.00	0.875	%	0.00	%	0.175	%
<1.50 to 1.0	0.75	%	0.00	%	0.15	%

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EXHIBIT B

Sources and Uses of Funds

(Designated Additional Term A-1 Loans and Designated Additional Term B Loans)

(in millions of dollars)

(all figures are approximate)

Sources of Funds			Uses of Funds
Term A-1 Facility	$	700.0	Self Tender and Affiliate Purchase	$	1,000.0
Term B Facility		500.0	Transaction Costs		8.0
			Refinance Subsidiary Existing Credit Agreements		187.7
			Cash on Balance Sheet		4.3
Total Sources	$	1,200.0	Total Uses	$	1,200.0

EXHIBIT C

Sources and Uses of Funds

(Replacement Facilities)

(in millions of dollars)

(all figures are approximate)

Sources of Funds			Uses of Funds
Term A Facility	$	1,050.0	Self Tender and Affiliate Purchase	$	1,000.0
Term B Facility		500.0	Transaction Costs		8.0
Revolving Facility1		307.5	Refinance existing term A facility		350.0
			Refinance existing revolving facility		307.5
			Refinance Subsidiary Existing Credit Agreements		187.7
			Cash on Balance Sheet		4.3
Total Sources	$	1,857.5	Total Uses	$	1,857.5

¹ Represents approximate amount to be drawn under the $500,000,000 Revolving Facility on the Closing Date. The actual amount will be the amount required to refinance the Borrower’s existing revolving facility.

EXHIBIT D

Weight Watchers International, Inc.

$2,050,000,000 Senior Secured Replacement Credit Facilities

Summary of Additional Conditions Precedent¹

The borrowing under the Facilities shall be subject to the following additional conditions precedent:

1. The Self Tender and Affiliate Purchase (other than with respect to the portion of such transaction in respect of the purchase of shares from an affiliate) and the other Transactions shall be consummated substantially simultaneously with the closing under the Facilities in accordance with applicable law and on the terms described in the Term Sheets.

2. After giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and its subsidiaries shall have outstanding no indebtedness or preferred stock other than (a) the loans under the Facilities and (b) other limited indebtedness to be agreed upon.

3. The Agent shall have received U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended 45 days before the Closing Date.

4. The Agent shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent.

5. All requisite governmental authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby.

6. The Agent shall have received, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

¹ All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit D is attached, including Exhibit A thereto.

EX-99.1

Exhibit 99.1

Contact Information:

Investors:

Weight Watchers International, Inc.	Brainerd Communicators, Inc.
Sarika Sahni	Corey Kinger
Investor Relations	(212) 986-6667
(212) 589-2751

WEIGHT WATCHERS COMMENCES SELF-TENDER OFFER FOR 8.3 MILLION SHARES

New York, December 18, 2006—Weight Watchers International, Inc. (NYSE: WTW) announced today that it has commenced a “modified Dutch auction” self-tender offer for up to 8.3 million shares of its common stock at a price per share not less than $47.00 and not greater than $54.00. The tender offer is expected to expire at 12:00 midnight, New York City time, on January 18, 2007.

A “modified Dutch auction” self-tender offer allows shareholders to indicate how many shares and at what price within the Company’s specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable it to purchase up to 8.3 million shares. The Company will not purchase shares below a price stipulated by a shareholder, and in some cases, may actually purchase shares at a price above a shareholder’s indication under the terms of the tender offer. The Company’s directors and executive officers and Artal Holdings Sp. z o.o., its majority shareholder, have advised the Company that they do not intend to tender any shares in the tender offer.

Prior to commencing the tender offer, the Company also entered into an agreement to purchase shares from Artal, which owns approximately 55.2% of the Company’s outstanding shares of common stock. Under the terms of this agreement, Artal agreed to sell to the Company a number of shares of common stock so that Artal’s percentage ownership interest in the Company’s outstanding shares of common stock after the tender offer and such purchase from Artal will be substantially equal to its current level. This purchase will be at the same price per share as paid in the tender offer. The purchase is scheduled to occur 11 business days following the expiration date of the tender offer.

The Company anticipates paying for the shares purchased through the tender offer and from Artal and related fees and expenses with up to approximately $1.2 billion in new borrowings it is currently negotiating. A portion of these borrowings is also expected to

be used to refinance the indebtedness of its subsidiary, WeightWatchers.com. The Company has obtained a commitment from Credit Suisse to provide it with additional capacity under its senior credit facility to finance the purchases and such refinancing. The tender offer is not conditioned upon the receipt of financing or any minimum number of shares being tendered, but is subject to other customary conditions.

Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials mailed to shareholders of record beginning on December 18, 2006. Credit Suisse Securities (USA) LLC will serve as dealer manager, Georgeson Inc. will serve as information agent and Computershare Trust Company, N.A. will serve as the depositary for the tender offer.

This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company’s common stock. The solicitation and offer to buy the Company’s common stock will only be made pursuant to the Offer to Purchase and related materials that the Company will send to its shareholders. Shareholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer. Neither Weight Watchers International, Inc., its directors, the dealer manager, information agent nor depository makes any recommendation as to whether to tender shares or as to the price at which to tender them. Shareholders will be able to obtain copies of the Offer to Purchase, related materials filed by the Company as part of the statement on Schedule TO and other documents filed with the Securities and Exchange Commission through the Commission’s internet address at www.sec.gov without charge when these documents become available. Shareholders and investors may also obtain a copy of these documents, as well as any other documents the Company has filed with the Securities and Exchange Commission, without charge, from the Company or at the Company’s website: www.weightwatchersinternational.com. Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer. Shareholders and investors who have questions or need assistance may call Georgeson Inc. at 866-785-7396 in the United States and Canada, and 212-440-9800 for all other countries.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds over 48,000 weekly meetings where members receive group support and education about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. Weight Watchers International assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review our filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at http://www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at http://www.weightwatchersinternational.com).

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