FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT TO

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT, dated as of January 26, 2007 (this “ Amendment Agreement ”), is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “ Borrower ”), the Lenders (such capitalized term, and other terms used in this Amendment Agreement, to have the meanings set forth in Article I ) party hereto and the Administrative Agent (as defined below).

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Sixth Amended and Restated Credit Agreement, dated as of May 8, 2006 (as further amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrower, the Lenders, The Bank of Nova Scotia, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders, and the other Agents, the Lenders have made, and are committed to make, Credit Extensions to the Borrower;

WHEREAS, that Borrower has announced its intention to make a public tender offer to acquire, and has entered into an agreement with an Affiliate to acquire, a portion of the Borrower’s outstanding common stock, for an aggregate purchase price not to exceed $1,000,000,000;

WHEREAS, in connection therewith, the Borrower intends to increase the principal amount of Term Loans that may be incurred by it under the terms of the Credit Agreement by $1,200,000,000 comprised of up to $700,000,000 Term A-1 Loans and up to $500,000,000 Term B Loans;

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement as herein provided; and

WHEREAS, the Lenders have agreed, subject to the terms and conditions set forth below, to amend the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment Agreement, being referred to as the “ Credit Agreement ”);

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows.

ARTICLE I

DEFINITIONS

SECTION 1.1. Certain Definitions . The following terms (whether or not underscored) when used in this Amendment Agreement shall have the following meanings (such meanings to be equally applicable to the singular and plural form thereof):

“ Administrative Agent ” is defined in the first recital .

“ Amendment Agreement ” is defined in the preamble .

“ Borrower ” is defined in the preamble .

“ Credit Agreement ” is defined in the fifth recital .

“ Existing Credit Agreement ” is defined in the first recital .

“ First Amendment Effective Date ” is defined in Section 3.1 .

SECTION 1.2. Other Definitions . Terms for which meanings are provided in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment Agreement with such meanings.

ARTICLE II

AMENDMENTS TO THE

EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article. Except as expressly so amended, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.

SECTION 2.1. Amendment to Article I . Article I of the Existing Credit Agreement is hereby amended in accordance with Sections 2.1.1 through 2.1.2 .

SECTION 2.1.1. Section 1.1 of the Existing Credit Agreement is amended by inserting the following definitions in the appropriate alphabetical order:

“ Affiliate Purchase ” is defined in clause (b)  of the definition of “Self Tender and Affiliate Purchase”.

“ AHS ” means Artal Holdings Sp. z o.o., a corporation organized and existing under the laws of Poland.

“ Applicable Percentage ” means, if on the last day of the applicable Fiscal Year, the Net Debt to EBITDA Ratio is (i) greater than or equal to 4.50:1, 50%, (ii) less than 4.50:1 but greater than or equal to 3.50:1, 25%, and (iii) less than 3.50:1, 0%.

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“ Current Assets ” means, on any date, without duplication, all assets (other than cash) which, in accordance with GAAP, would be included as current assets on a consolidated balance sheet of the Borrower and its Subsidiaries at such date as current assets (excluding, however, amounts due and to become due from Affiliates of the Borrower which have arisen from transactions which are other than arm’s-length and in the ordinary course of its business).

“ Current Liabilities ” means, on any date, without duplication, all amounts which, in accordance with GAAP, would be included as current liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, excluding current maturities of Indebtedness.

“ Designated Additional Term A-1 Loans ” is defined in Section 2.1.6(a) .

“ Designated Additional Term B Loans ” is defined in Section 2.1.6(a) .

“ Excess Cash Flow ” means, for any Fiscal Year, the excess (if any), of

(a) EBITDA for such Fiscal Year;

over

(b) the sum, without duplication for such Fiscal Year, of:

(i) Interest Expense;

plus

(ii) scheduled payments and optional and mandatory prepayments (other than such prepayments made under clauses (b)  and (e)  of Section 3.1.1 ), to the extent actually made, of the principal amount of the Term Loans or any other term Debt (including Capitalized Lease Liabilities) and mandatory prepayments of the principal amount of the Revolving Loans pursuant to clause (c)  of Section 3.1.1 in connection with a reduction of the Revolving Loan Commitment Amount;

plus

(iii) all federal, state and foreign income taxes actually paid in cash by the Borrower and its Subsidiaries;

plus

(iv) Capital Expenditures actually made (excluding Capital Expenditures constituting Capitalized Lease Liabilities and by way of the incurrence of Indebtedness to a vendor of any assets permitted to be acquired pursuant to Section 7.2.8 to finance the acquisition of such assets);

plus

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(v) the amount of the net increase (or minus a net decrease), of Current Assets over Current Liabilities of the Borrower and its Subsidiaries from the last day of the immediately preceding Fiscal Year;

plus

(vi) Investments permitted and actually made pursuant to clauses (d) , (g) , (i)  and (j)  of Section 7.2.5 ;

plus

(vii) Restricted Payments (other than in connection with the Self Tender and Affiliate Purchase) permitted and actually made pursuant to Section 7.2.6 ;

plus

(viii) the aggregate cash consideration amount of Permitted Acquisitions actually made;

plus

(ix) non-recurring charges incurred in connection with a Franchise Acquisition.

“ Excess Shares ” shall mean the number of shares tendered by shareholders other than AHS and its Affiliates that are in excess of the number of shares offered for purchase under the Offer Documents.

“ First Amendment ” means the First Amendment to this Agreement, dated as of January 26, 2007, among the Borrower, the Lenders and the Administrative Agent.

“ First Amendment Effective Date ” is defined in Section 3.1 of the First Amendment.

“ Maximum Amount ” means the number of Shares that may be purchased by the Borrower in the Affiliate Purchase in accordance with the terms of the Offer Documents.

“ Offer Documents ” means, collectively, (i) the Offer to Purchase for Cash up to 8,300,000 shares of the Borrower’s common stock (and the related Letter of Transmittal and other related offering materials) filed with the U.S. Securities and Exchange Commission on December 18, 2006 and (ii) the Purchase Agreement.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended and supplemented from time to time.

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“ PPS ” means the price per share paid by the Borrower for the Shares tendered by the holders of the shares in the Self Tender.

“ Purchase Agreement ” means the Stock Purchase Agreement, dated as of December 17, 2006, by and between the Borrower and AHS.

“ Rights Agreement ” means the Rights Agreement, dated as of November 15, 2001 (as amended), between the Borrower and Computershare, as rights agent.

“ Self Tender and Affiliate Purchase ” means, collectively,

(a) the purchase by the Borrower from other than AHS and its Affiliates of up to 8,548,027 shares (which amount reflects the number of shares actually tendered pursuant to the Offer Documents) of its common Capital Securities, including the associated preferred stock purchase rights issued pursuant to the Rights Agreement (the “ Shares ”) for an amount per Share determined in accordance with the Offer Documents (but in any event not to exceed $54.00 per Share) (the “ Self Tender ”); and

(b) the purchase by the Borrower from AHS of up to the Maximum Amount of Shares in accordance with the terms of the Purchase Agreement, for an amount per Share not to exceed the PPS, in accordance with the terms of the Purchase Agreement (referred to as the “ Affiliate Purchase ”).

“ Shares ” is defined in clause (a) of the definition of “Self Tender and Affiliate Purchase”.

“ Supplement ” means any Supplement to this Agreement whereby any Lenders or any other lenders provide commitments to make Term A-1 Loans and/or Term B Loans.

“ Term A-1 Loans ” means the Loans made on or after the First Amendment Effective Date in accordance with clause (b)  of Section 2.1.6 in an original principal amount of up to $700,000,000.

“ Term A-1 Note ” means a promissory note of the Borrower, payable to the order of any Lender, in the form of Exhibit A-5 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term A-1 Loans (including Designated Additional Term A-1 Loans), and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Term B Loans ” means the Loans made on the First Amendment Effective Date in accordance with clause (b)  of Section 2.1.6 in an original principal amount of up to $500,000,000.

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“ Term B Note ” means a promissory note of the Borrower, payable to the order of any Lender, in the form of Exhibit A-6 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term B Loans (including Designated Additional Term B Loans), and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

SECTION 2.1.2. The following definitions set forth in Section 1.1 of the Existing Credit Agreement are amended as follows:

(i) “Applicable Commitment Fee Margin” is amended in its entirety to read as follows:

“ Applicable Commitment Fee Margin ” means (i) prior to First Amendment Effective Date, determined as set forth in this Agreement without giving effect to the First Amendment and (ii) from and after the First Amendment Effective Date, the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:

Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Net Debt to EBITDA Ratio), the Applicable Commitment Fee Margin for Revolving Loans from the First Amendment Effective Date through (and including) the date of delivery of the Compliance Certificate (pursuant to clause (c)  of Section 7.1.1 ) in respect of the first Fiscal Quarter ending after the First Amendment Effective Date shall be 0.250%. Subject to Section 4.7 , the Net Debt to EBITDA Ratio used to compute the Applicable Commitment Fee Margin shall be the Net Debt to EBITDA Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable Commitment Fee Margin resulting from a change in the Net Debt to EBITDA Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c)  of Section 7.1.1 . If the Borrower fails to deliver a Compliance Certificate within the time period set forth in clause (a)  or (b)  of Section 7.1.1 , as applicable (the “ Applicable Delivery Date ”), the Applicable Commitment Fee Margin from and including the day after the

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Applicable Delivery Date to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall equal the highest Applicable Commitment Fee Margin set forth above.

(ii) “Applicable Margin” is amended in its entirety to read as follows:

“ Applicable Margin ” means the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:

(a) For Term A Loans, Term A-1 Loans, Designated Additional Term A Loans, Designated Additional Term A-1 Loans and Revolving Loans:

Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Net Debt to EBITDA Ratio), the Applicable Margin for all Term A Loans, Term A-1 Loans, Designated Additional Term A Loans, Designated Additional Term A-1 Loans and Revolving Loans from the First Amendment Effective Date through (and including) the date of delivery of the Compliance Certificate (pursuant to clause (c)  of Section 7.1.1 ) in respect of the first Fiscal Quarter ending after the First Amendment Effective Date shall be (i) 0.25% for Base Rate Loans and (ii) 1.250% for LIBO Rate Loans. Subject to Section 4.7 , the Net Debt to EBITDA Ratio used to compute the Applicable Margin shall be the Net Debt to EBITDA Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable Margin resulting from a change in the Net Debt to EBITDA Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c)  of Section 7.1.1 . If the Borrower fails to deliver a Compliance Certificate on or prior to the Applicable Delivery Date, the Applicable Margin from and including the day after the Applicable Delivery Date to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall equal the highest Applicable Margin set forth above.

(b) For Term B Loans and Designated Additional Term B Loans:

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Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Net Debt to EBITDA Ratio), the Applicable Margin for all Term B Loans and Designated Additional Term B Loans from the First Amendment Effective Date through (and including) the date of delivery of the Compliance Certificate (pursuant to clause (c)  of Section 7.1.1 ) in respect of the first Fiscal Quarter ending after the First Amendment Effective Date shall be (i) 0.50% for Base Rate Loans and (ii) 1.50% for LIBO Rate Loans. Subject to Section 4.7 , the Net Debt to EBITDA Ratio used to compute the Applicable Margin shall be the Net Debt to EBITDA Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable Margin resulting from a change in the Net Debt to EBITDA Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c)  of Section 7.1.1 . If the Borrower fails to deliver a Compliance Certificate on or prior to the Applicable Delivery Date, the Applicable Margin from and including the day after the Applicable Delivery Date to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall equal the highest Applicable Margin set forth above.

(c) The Applicable Margin for Designated New Term Loans shall be determined pursuant to clause (a)  of Section 2.1.6 .

(iii) “Designated New Loan” is amended in its entirety to read as follows:

“ Designated New Loan ” means, as the context requires, a Designated Additional Term A Loan, a Designated Additional Term A-1 Loan, a Designated Additional Term B Loan and/or a Designated New Term Loan.

(iv) “Investment Grade Rating Date” is amended in its entirety to read as follows:

“ Investment Grade Rating Date ” means the date on which (a) the corporate credit rating assigned to the Borrower is an Investment Grade Rating; (b) no Default shall have occurred and be continuing; and (c) all Term B Loans and Designated Additional Term B Loans (if any) shall have been repaid in full.

(v) “Loan” is amended in its entirety to read as follows:

“ Loan ” means, as the context may require, a Revolving Loan, a Swing Line Loan, a Term A Loan, a Term A-1 Loan, a Term B Loan and a Designated New Loan.

(vi) “Note” is amended in its entirety to read as follows:

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“ Note ” means, as the context may require, a Revolving Note, a Swing Line Note, a Registered Note, a Term A Note, a Term A-1 Note, a Term B Note or any promissory note representing a Designated New Loan.

(vii) “Percentage” is amended in its entirety to read as follows:

“ Percentage ” means, relative to any Lender, the applicable percentage relating to Term A Loans, Term A-1 Loans, Term B Loans, any Tranche of Designated New Loans, Swing Line Loans or Revolving Loans, as the case may be, as set forth opposite its name on Schedule II hereto (including Schedule II to the Supplement) under the applicable column heading or set forth in Lender Assignment Agreement(s) under the applicable column heading, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered pursuant to Section 11.11 . A Lender shall not have any Commitment to make a particular Tranche of Loans (as the case may be) if its percentage under the respective column heading is zero.

(viii) “Stated Maturity Date” is amended in its entirety to read as follows:

“ Stated Maturity Date ” means

(a) in the case of any Revolving Loan, June 30, 2011;

(b) in the case of any Term A Loan or Designated Additional Term A Loan, June 30, 2011;

(c) in the case of any Term A-1 Loan or Designated Additional Term A-1 Loan, January 26, 2013;

(d) in the case of any Term B Loan or Designated Additional Term B Loan, January 26, 2014; and

(e) in the case of any Designated New Term Loan, as determined in accordance with Section 2.1.6 .

(ix) “Subordinated Debt” is amended in its entirety to read as follows:

“ Subordinated Debt ” means any unsecured subordinated Debt of the Borrower which shall (a) contain subordination provisions that are no less favorable to the holders of “Senior Indebtedness”, “Senior Debt” or terms of similar import as used in the applicable Sub Debt Documents than subordination provisions customarily contained in such documents for such type of subordinated debt, (b) not provide for any amortization (in whole or in part) of the Debt issued thereunder prior to 6 months after the Stated Maturity Date for Term A Loans, Term A-1 Loans and Term B Loans and (c) contain such other terms and conditions which, taken as a whole, are comparable to those customarily contained in Sub Debt Documents for such type of subordinated debt.

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(x) “Term Loans” is amended in its entirety to read as follows:

“ Term Loans ” means, collectively, the Term A Loans, the Term A-1 Loans, the Term B Loans and the Designated New Loans.

(xi) “Tranche” is amended in its entirety to read as follows:

“ Tranche ” means, as the context may require, the Loans constituting Term A Loans, Term A-1 Loans, Term B Loans, Swing Line Loans, Revolving Loans or Designated New Loans.

SECTION 2.2. Amendments to Article II . Article II of the Existing Credit Agreement is hereby amended in accordance with Sections 2.2.1 through 2.2.2 .

SECTION 2.2.1. Section 2.1.6 of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

(a) Designated Additional Loans . At any time that no Default has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $400,000,000 in commitments to provide (i) (A) additional Revolving Loan Commitments or (B) loans to be provided under a new tranche of revolving loans which have terms and conditions (including interest rate and maturity date), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans (in either case, “ Designated Additional Revolving Loan Commitments ), (ii) additional Term A Loans (“ Designated Additional Term A Loans ”), (iii) additional Term A-1 Loans (“ Designated Additional Term A-1 Loans ”), (iv) additional Term B Loans (“ Designated Additional Term B Loans ”) and/or (v) loans to be provided under a new tranche of term loans (“ Designated New Term Loans ”) which have terms and conditions (including interest rate and amortization schedule), as mutually agreed to by the Borrower, the Administrative Agent, the Syndication Agent and the Person(s) providing such new tranche of Loans. Notwithstanding anything to the contrary herein, the final maturity date of any new tranche of revolving loans described in clause (i)(B) above shall be no earlier than the Stated Maturity Date of the Revolving Loans and the final maturity date of any Designated New Loans shall be no earlier than the Stated Maturity Date of the Term A Loans, the Term A-1 Loans or the Term B Loans. Upon receipt of any such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such additional commitments; provided that the Administrative Agent will first offer each of the Lenders that then has a Percentage of the Commitment or Loans of the type proposed to be obtained a pro rata portion of any such

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additional commitment. Nothing contained in this Section 2.1.6 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional commitments, (i) in the case of Designated Additional Revolving Loan Commitments of the type set forth in clause (i)(A) above, the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) subject to compliance with the terms of Section 5.2 and such other terms and conditions mutually agreed to among the Borrower, the Administrative Agent, the Syndication Agent and the Lenders providing any such other commitments, Loans of the type requested by the Borrower will be made on the date as agreed among such Persons, (iii) the Percentages of the respective Lenders in respect of the applicable Commitment or type of Loan shall be proportionally adjusted (provided that the Percentage of each Lender shall not be increased without the consent of such Lender), (iv) in the case of Designated Additional Revolving Loan Commitment of the type set forth in clause (i)(A) above at such time and in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in this Section 2.1.6 shall be as agreed to by the Borrower and the Administrative Agent. Any designation of a commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of commitments that may be requested under this Section 2.1.6 pro tanto and (iii) shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000.

(b) Term A-1 and Term B Loans . The Borrower may request that, on the terms and subject to the conditions contained in this Agreement and the Supplement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $1,200,000,000 in commitments to provide Term A-1 Loans and Term B Loans to the Borrower on or following the First Amendment Effective Date (any such commitments shall be deemed a “Commitment” for all purposes in the Loan Documents and the commitment amounts in respect thereof shall thereafter be included in the definition of “Commitment Amount”). The Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request.

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SECTION 2.2.2. Section 2.2.2 of the Existing Credit Agreement is hereby amended by adding the words “or Excess Cash Flow” after the words “Net Disposition Proceeds” in the fourth line of such Section.

SECTION 2.3. Amendments to Article III . Article III of the Existing Credit Agreement is hereby amended in accordance with Sections 2.3.1 through 2.3.2 .

SECTION 2.3.1. Section 3.1.1 is amended by (i) re-lettering clauses (e) and (f) of such Section as clauses “(h)” and “(i)”, respectively, and (ii) adding a new clauses (e), (f) and (g), to read in their entirety as follows:

(e) the Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A-1 Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable:

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provided , that each remaining amortization amount of Term A-1 Loans occurring after the date of the making of a Designated Additional Term A-1 Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term A-1 Loan based on the percentage of the original principal amount of Term A-1 Loans payable on such Quarterly Payment Date with any excess due and payable on the Stated Maturity Date for Term A-1 Loans;

(f) the Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable:

provided , that each remaining amortization amount of Term B Loans occurring after the date of the making of a Designated Additional Term B Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term B Loan based on the percentage of the original principal amount of Term B Loans payable on such Quarterly Payment Date with any excess due and payable on the Stated Maturity Date for Term B Loans;

(g) the Borrower shall, within 120 days following the last day of each Fiscal Year (beginning with the 2007 Fiscal Year), (or, if earlier, on the same day that it delivers the Borrower’s annual audited financial reports pursuant to clause (b)  of Section 7.1.1 ), deliver to the Administrative Agent a calculation of the Excess Cash Flow for such Fiscal Year and no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Loans in an aggregate amount equal to the Applicable Percentage of the Excess Cash Flow (if any) for such period, to be applied as set forth in Section 3.1.2 and Section 2.2.2 ;

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SECTION 2.3.2. Clause (c) of Section 3.1.2 is amended in its entirety to read as follows:

(c) Each prepayment of Term Loans made pursuant to clause (b)  and clause (g)  of Section 3.1.1 shall be applied pro rata to a mandatory prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans being applied to the remaining Term Loan amortization payments, as the case may be, required pursuant to clauses (d) , (e) , (f)  and (i)  of Section 3.1.1 , in each case pro rata in accordance with the amount of each such remaining amortization payment), until all such Term Loans have been paid in full and, thereafter, shall be applied in accordance with Section 2.2.2 .

SECTION 2.4. Amendment to Article IV . Article IV of the Existing Credit Agreement is hereby amended in accordance with Section 2.4.1 .

SECTION 2.4.1. Section 4.7 is amended by adding the following text to the end of such Section:

The Borrower acknowledges that the Lenders’ agreement to the amount of the Applicable Margin and fees payable under the Loan Documents is predicated on, among other things, the delivery by the Obligors pursuant to Section 7.1.1 of accurate and actual reporting of results of operation, and that the financial covenant ratios set forth in a Compliance Certificate shall only be treated by the Secured Parties as presumptive evidence of such actual results. If the actual Net Debt to EBITDA Ratio for any period is higher than that set forth in a Compliance Certificate for such period, then the amount of interest and fees owing for such period shall be established by reference to the actual Net Debt to EBITDA Ratio, and not such ratio set forth in the Compliance Certificate. Promptly, and in any event within three days, following the earlier of (i) the Borrower’s receipt of a notice from the Administrative Agent pursuant to this clause or (ii) the Borrower’s knowledge that the Net Debt to EBITDA Ratio for a particular period was higher than that reported for such period, the Borrower shall pay to the Administrative Agent all unpaid interest for such period based upon the actual Net Debt to EBITDA Ratio. In no event will the Lenders be required to rebate interest or fees paid by the Borrower, and the payment of incremental interest pursuant to this clause shall not adversely effect (and are without limitation of) the other rights and remedies of the Secured Parties under the Loan Documents.

SECTION 2.5. Amendments to Article VII . Article VII of the Existing Credit Agreement is hereby amended in accordance with Sections 2.5.1 through 2.5.4 .

SECTION 2.5.1. Section 7.1.9 is amended by (i) deleting the word “and” at the end of clause (a), (ii) deleting the period at the end of clause (b) and inserting “; and” in its place and (iii) adding a new clause (c) to read in its entirety as follows:

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