Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. On and at all times after September 29, 1999. (a) WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities (now or hereafter outstanding) of WWI, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).

Restricted Payments, etc. On and at all times after September 29, 1999.the Closing Date: (a) WWI the Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock or Capital Stock and (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of its common stockCapital Stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI the Borrower will not, and will not permit any of its Restricted Subsidiaries to , (i) directly or indirectly make any payment or prepayment of principal of, or make any payment of interest on, any Senior Subordinated Notes (A) Debt or the Indebtedness evidenced by the PAIC Subordinated Convertible Note on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes Debt Documents or in the Senior PAIC Subordinated Convertible Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the such Senior Subordinated Note Indenture; or Debt Documents or the PAIC Subordinated Convertible Note, or (ii) redeem, purchase or defease, defease any Senior Subordinated NotesDebt or Indebtedness evidenced by the PAIC Subordinated Convertible Note; provided, unlesshowever, that all Indebtedness (whether consisting of principal or interest) that is evidenced by the PAIC Subordinated Convertible Note may (A) be repaid or prepaid in accordance with the conversion provisions thereof so long as, both before as (1) no cash is paid by or on behalf of the Borrower in connection therewith and after giving effect to any such redemption, purchase or defeasance, (x2) the Borrower's Senior Debt sole consideration for such repayment or prepayment is common stock of Holdco (such repayment or prepayment referred to EBITDA Ratio is less than 2.0 to 1.0, herein as the 'PAIC Conversion Event') or (yB) be repaid or prepaid in cash with the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any proceeds of the issuance by Holdco of its Capital Stock so long as no Event of Default has occurred and is then outstanding; (the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clauses (a) and (b) above)., the Borrower shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable Holdco to (i) pay its overhead expenses (including advisory fees in an amount not to exceed $500,000 in the aggregate in any Fiscal Year) in an amount not to exceed $2,000,000 in the aggregate in any Fiscal Year; (ii) pay taxes; (iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenant set forth in clause (b) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (b) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (c)(iii)(A) and (c)(iii)(B) above,

Restricted Payments, etc. On and at all times after September 29, 1999. (a) WWI The Borrower will not (notwithstanding the terms of any Organic Document) declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (capital stock now or hereafter outstanding) outstanding of WWI the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits split-ups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI Neither Holdings nor the Borrower will, nor will they permit any of their Subsidiaries to (notwithstanding the terms of any Borrower Subordinated Note, and other Permitted Borrower Subordinated Debt or any Holdings' Subordinated Note), to pay, prepay of repay any principal of or make any payment of interest on, or redeem, purchase, set aside any funds for or defease (in each case whether pursuant to any optional or mandatory provision with respect thereto), or give any notice of redemption for, or purchase or otherwise acquire, any Borrower Subordinated Note, any other Permitted Borrower Subordinated Debt or any Holdings' Subordinated Note; and (c) the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes purposes; provided, however, (except i) the Borrower may, after the Agent has received satisfactory evidence that $15,500,000 of net operating losses of Holdings have been used to reduce the Borrower's taxable income, pay dividends to Holdings in connection accordance with the terms of the Tax Sharing Agreement; provided that no such dividend -73- 81 shall be paid if any permitted expenditure described Default or Event of Default shall have occurred and be continuing or result therefrom; and (ii) Holdings may, subject to the subordination provisions contained in clauses each Holdings' Subordinated Note, repay amounts owing with respect thereto; (iii) Holdings may, subject to the terms of the Escrow Agreement, repay from amounts held on deposit pursuant to the Escrow Agreement the Holdings' Subordinated Note referred to in clause (a) and of the definition thereof; and (biv) above)Holdings may refinance any Holdings' Subordinated Note to the extent permitted in the parenthetical contained in the definition of "Net Debt Proceeds."

Restricted Payments, etc. On and at all times after September 29, 1999.the date hereof: (a) WWI the Company will not, and will not permit any of its Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock of the Company (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock of the Company (now or hereafter outstanding) of WWI (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock of the Company (now or hereafter outstanding) of WWI), or any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock of the Company (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI other than pursuant to a Permitted Refinancing thereof, the Company will not, and will not permit any of its Restricted Subsidiaries to , (i) directly or indirectly make any payment or prepayment of principal of, or make any payment of interest on, any Senior Subordinated Notes (A) Debt on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes or in Debt Documents (it being understood and agreed that for purposes of this clause (b) the only stated, scheduled date for payment of principal of the Senior Subordinated Note IndentureBridge Notes shall be the seventh anniversary of the date that the Senior Subordinated Bridge Notes were issued), or (B) which would violate the terms of this Agreement or the subordination provisions of the such Senior Subordinated Note Indenture; or Debt, or (ii) redeem, purchase or defease, defease any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, Debt (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) above, the Company shall be permitted to make Restricted Payments to FMH to the extent necessary to enable FMH and/or Holdings to: (i) pay its overhead expenses in an amount not to exceed $2,000,000 in the aggregate in any Fiscal Year (exclusive of advisory fees in an amount not to exceed $250,000 in the aggregate in any Fiscal Year); (ii) pay taxes; and (iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Company shall be in pro forma compliance with the covenant set forth in Section 7.2.4(b) for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Company shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Company's pro forma compliance with the covenant set forth in Section 7.2.4(b) in reasonable detail) certifying as to the accuracy of clauses (c)(iii)(A) and (c)(iii)(B) above, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire Capital Stock of Holdings, held by any member of management of the Company or any of its Subsidiaries (including Management Investors) pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed (I) $7,500,000 over the life of this Agreement plus (II) the aggregate cash proceeds received by the Company after the Original Closing Date (net of any such proceeds constituting Net Equity Proceeds required to be applied pursuant to Section 3.1.1) from any issuance of Capital Stock of Holdings, and warrants, options and other rights to acquire Capital Stock of Holdings, by Holdings or the Company to members of management of the Company and its Restricted Subsidiaries; (d) notwithstanding the provisions of clauses (a) and (b) above, the Company and its Subsidiaries shall be permitted to make the Restricted Payments included in the Transaction; and (e) notwithstanding the provisions of clauses (a) and (b) above, the Company may pay a non-cash dividend to FMH consisting solely of a transfer of all or a portion of the Company Intercompany Loan.

Restricted Payments, etc. On and at all times after September 29, 1999. (a) WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities (now or hereafter outstanding) of WWI, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI ADT Limited will not, and will not permit any of its Subsidiaries subsidiaries to, directly or indirectly, (i) declare or pay any dividend on, or make any distribution to holders of, any shares of Capital Stock of ADT Limited (other than dividends or distributions payable in shares of Capital Stock of ADT Limited or in rights, warrants or options to purchase such Capital Stock, but excluding dividends or distributions payable in Redeemable Capital Stock or in options, warrants or other rights to purchase Redeemable Capital Stock, provided that dividends on Redeemable Capital Stock may be paid in shares of such Redeemable Capital Stock), (ii) purchase, redeem, retire or otherwise acquire for value, or make any payment on account of the purchase, redemption, retirement or prepayment of principal other acquisition for value of, any Capital Stock of ADT Limited or interest any warrants, rights or options to purchase or acquire any such Capital Stock, or (iii) declare or pay any dividend on, or make any Senior Subordinated Notes distribution to holders of, any Capital Stock of any subsidiary of ADT Limited (other than (A) on with respect to any day other than, in the case such Capital Stock held by ADT Limited or any of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, its Wholly Owned Subsidiaries or (B) which with respect to the Voting Stock of any subsidiary, made on a pro rata basis, consistent with the ownership interests in such Voting Stock, to the owners of such Voting Stock) or purchase, redeem or otherwise acquire or retire for value, or make any payment on account of the purchase, redemption, retirement or other acquisition for value of, any outstanding Capital Stock of any subsidiary of ADT Limited (other than any such Capital Stock held by ADT Limited or any of its Wholly Owned Subsidiaries) or any warrants, rights or options to purchase or acquire any such outstanding Capital Stock (such payments or any other actions described in (but not excluded from) the foregoing clauses (i) through (iii) being herein referred to as "Restricted Distributions"), unless such Restricted Distribution would violate be permitted by the terms of this Agreement or the subordination provisions of the Senior Subordinated Note IndentureIndenture as in effect on 23 August 1995; or (ii) redeemprovided, purchase or defeasehowever, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).that

Restricted Payments, etc. On and at all times after September 29, 1999.the ------------------------- Effective Date: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits splitups or reclassifications of its stock into additional or other shares of its common stock) ), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIof, the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI the Borrower; (collectivelyb) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long except as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries expressly permitted under clause (d) ---------- of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares 7.2.2; and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and------------- (c) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes purposes; provided, however, that, (except in connection with any permitted expenditure described in clauses (ai) the Borrower may pay a dividend of up to $1,800,000 -------- ------- to Holdings from the date hereof to December 31, 2001 and (bii) aboveeach year thereafter the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment due pursuant to Section 3.1.2 (d).). ------------------

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or rights or warrants to purchase its common capital stock or splits split-ups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIthe Borrower, or warrantsother than (i) payments of dividends as required on preferred stock outstanding and (ii) dividends on common stock and purchases and redemptions of capital stock, options or other rights with respect to any shares provided further that the aggregate of any class all such dividends, purchases, and redemptions paid after January 1, 1992 does not exceed the sum of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefromthirty-three percent of cumulative income, net of cumulative losses, after January 1, 1992 and (y) WWI one hundred percent of the cumulative proceeds from the issuance of any capital stock after January 1, 1992; provided further that no dividends on common stock shall be paid in cash, property, or obligations unless the net worth of the Borrower, based on the Borrower's latest available balance sheet, after subtracting therefrom intangible assets including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights, service marks, and brand names, is positive and provided further that notwithstanding any restriction contained in this Section 8.6, the Borrower may use 50% redeem any of Net Equity Proceeds retained by WWI its shares of capital stock in exchange for, or its Subsidiaries out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under clause (d) the terms of this Section 3.1.1, solely for 8.6 on the redemption, in whole or in part, date of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting managementdividend's declaration shall be payable notwithstanding that on the date of payment, in an amount such dividend would not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)permitted under this section; (b) WWI the Borrower will not, and will not permit any of its Subsidiaries to, (i) except to the extent of any payment, prepayment, redemption, purchase or defeasance paid from the proceeds of the issuance or sale of Subordinated Indebtedness or capital stock, make any payment or prepayment of principal of any Subordinated Indebtedness on any day prior to the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Indebtedness, or redeem, purchase or defease any Subordinated Indebtedness if such payments, prepayments, redemptions, purchases or defeasance shall be in an aggregate amount in excess of $10,000,000 in any one year, or $20,000,000 in the aggregate after the date hereof and prior to August 1, 2000; or (ii) make any payment or prepayment of principal ofof any Subordinated Indebtedness which would violate the subordination provisions of such Subordinated Indebtedness; or (iii) make any payment or prepayment of interest on any Subordinated Indebtedness, other than payments or prepayments of interest onin connection with any payment, any Senior Subordinated Notes (A) prepayment, redemption, purchase or defeasance permitted under Section 8.6(b)(i), on any day other than, in prior to the case of interest only, the stated, stated scheduled date for such payment of interest or prepayment set forth in the applicable Senior documents memorializing such Subordinated Notes or in the Senior Subordinated Note IndentureIndebtedness, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior such Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; andIndebtedness; (c) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing prohibited purposes and no payment, dividend, distribution, prepayment, redemption, purchase or defeasance otherwise permitted by clause (except a) or (b) shall be permitted to be made if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing provided that, in determining if any Default pursuant to Section 8.4 shall have occurred or is continuing immediately before or after such payment, dividend, distribution, prepayment, redemption, purchase or defeasance, the Borrower may rely on financial information available to it since the date of the financial statements most recently delivered by it pursuant to Sections 7.2(a) and 7.2(b); and (d) the Borrower will not permit any Subsidiary or Affiliate owning Borrowing Base Properties to enter into any agreement which restricts such Subsidiary or Affiliate from (i) dividending the Borrower's, or its share owning Subsidiary's, share of net profits to the Borrower or such share owning Subsidiary or (ii) making payments of principal or interest on any loan from the Borrower, a Subsidiary or an Affiliate unless (x) prior thereto, such Subsidiary or Affiliate executes and delivers a valid and enforceable Subsidiary Guarantee to the Lenders or (y) contemporaneously therewith, the Required Lenders consent to such Subsidiary or Affiliate entering into such agreement; provided that in connection with any permitted expenditure described such consent, the Required Lenders may require an immediate redetermination of the Borrowing Base in clauses (a) and (b) above)connection therewith.

Restricted Payments, etc. On and at all times after September 29the Closing Date, 1999. (a) WWI the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stockCapital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes or any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI the Borrower (collectively, the foregoing prohibited acts are herein collectively referred to as "Restricted Payments"); provided, however, that notwithstanding the foregoing provisions, (a) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Parent and its Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which relevant financial information has been delivered pursuant to clause (a) or (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (A) and (B) above, the Borrower shall be permitted to pay cash dividends to the Parent to the extent necessary to enable the Parent to (i) repurchase, redeem or otherwise acquire or retire for value any common stock of the Parent, or any warrant, option or other right to acquire common stock of the Parent, from former employees or directors of the Parent or any Subsidiary for consideration not to exceed (x) WWI may make dividend payments under $500,000 in the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefromaggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried forward to subsequent Fiscal Years), and (y) WWI may use 50% in the case of Net Equity Proceeds retained any Itemized Executive, $2,000,000 per Itemized Executive (plus the amount of any proceeds of any key man life insurance received by WWI the Borrower or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, any Subsidiary in whole or in part, respect of such WWI Preferred Shares and (zItemized Executive) WWI may repurchase its stock held by employees constituting management, in any Fiscal Year up to an aggregate amount not to exceed $1,000,000 5,000,000 in any Fiscal Year and an Year; provided, that the aggregate amount of all such repurchases made pursuant to this clause (i) shall not exceed $4,000,000 17,000,000 over the term of this Agreement (amounts unused excluding the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of any Fiscal Year may be used in the immediately succeeding Fiscal YearItemized Executive); (bii) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or pay cash interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).

Restricted Payments, etc. On and at all times after September 29, 1999.the date hereof: (a) WWI the Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI the Borrower will not, and will not permit any of its Restricted Subsidiaries to , (i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Subordinated Notes (A) Note or Discount Debenture on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes or in the Senior documents and instruments memorializing such Subordinated Note Indentureor Discount Debenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior such Subordinated Note Indenture; or or Discount Debenture, or (ii) redeem, purchase or defease, defease any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase Note or defeasance, Discount Debenture (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Holdings to the extent necessary to enable Holdings to (i) pay its overhead expenses in an amount not to exceed $2,000,000 in the aggregate in any Fiscal Year (exclusive of advisory fees in an amount not to exceed $500,000 in the aggregate in any Fiscal Year).; (ii) pay taxes in an amount not to exceed the amount provided in the Tax Sharing Agreement; provided, however, that in no event shall the amount permitted to be paid by the Borrower to Holdings pursuant to this clause (c)(ii) in respect of the Borrower's obligations under the Tax Sharing Agreement in any Fiscal Year exceed the amount of federal, state and local taxes that the Borrower and its Subsidiaries (on a consolidated basis) would be required to pay for such Fiscal Year if they did not file a consolidated income tax return with Holdings for such Fiscal Year; (iii) make payments in respect of statutory appraisal rights (and any settlement thereof) exercised by holders of outstanding Capital Stock of DOH in connection with the Merger; and (iv) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (c)(iv)(A) and (c)(iv)(B) above, (x) repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire Capital Stock of Holdings, held by any member of the Borrower's or any of the Borrower's Restricted Subsidiaries' management pursuant to any management equity subscription agreement or stock option agreement; provided that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed (I) $5,000,000 in any calendar year (with unused amounts in any calendar year being carried forward to succeeding calendar years subject to a maximum (without giving effect to the following clause (II)) of $10,000,000 in any calendar year) plus (II) the aggregate cash

Restricted Payments, etc. On and at all times after September 29, 1999.the ------------------------ Effective Date: (a) WWI The Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends dividends, distributions or distributions grants of options to employees that are in each case payable in its common stock or options or warrants to purchase its common stock or splits splitups or reclassifications of its stock into additional or other shares of its common stock) or ); provided that the Borrower may declare and pay dividends on its Series D Participating Convertible Preferred Stock in an aggregate amount after the Effective Date not to exceed $50,000. The Borrower will not apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments")the Borrower; provided, however that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Event of Default has shall have occurred under this Agreement or the Senior Subordinated Note Indenture -------- and be continuing or would result therefrom, the Borrower may in the ordinary course of business redeem or repurchase (yi) WWI may use 50% its capital stock from its employees pursuant to the exercise by such employees of Net Equity Proceeds retained stock options (so long as no net cash payments are required by WWI the Borrower in connection therewith other than the deposit by the Borrower with appropriate taxing authorities of withholding tax payments due in connection therewith) or its Subsidiaries under clause (dii) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, other shares in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)200,000 per annum; (b) WWI the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal ofof any Subordinated Debt, or make any payment or prepayment of interest on, on any Senior Subordinated Notes (A) Debt on any day other than, in the case of interest only, than the stated, scheduled date for such interest payment of interest set forth in the applicable Senior documents and instruments memorializing such Subordinated Notes Debt or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior such Subordinated Note IndentureDebt; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, Debt; (xc) the Borrower's Senior Debt to EBITDA Ratio is less Subsidiaries (other than 2.0 to 1.0its foreign Subsidiaries) will not declare, pay or make any dividend or distribution (yin cash, property or obligations) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time on any shares of any class of capital stock (now or hereafter outstanding) unless such redemptiondividends are paid to all shareholders of such Subsidiary on a ratable basis except that Aviant Information, purchase or defeasance (unless otherwise consented Inc. may issue options on its stock pursuant to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitmentsits employee stock option plan; and (cd) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above)purposes.

Restricted Payments, etc. On and at all times after September 29, 1999.the Closing Date: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on Distribution with respect to any shares of any class of its Capital Securities Stock (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any such shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property Property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of the Borrower; (b) the Borrower will not permit any of its Subsidiaries to declare, pay or make any Distribution with respect to any shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than (x) with respect to any such shares held by the Borrower or any of its Wholly Owned Subsidiaries and (y) with respect to such shares which are shares of common stock, so long as such Distribution is made on a pro rata basis, consistent with the ownership interests in such shares of common stock, to the owners of such shares of common stock) or apply any of its funds, Property or assets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI any such Subsidiary, or warrants, options or other rights with respect to any such shares of Capital Stock (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement now or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (dhereafter outstanding) of Section 3.1.1any such Subsidiary (other than any such shares, solely for the redemptionwarrants, in whole options or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock other rights held by employees constituting management, in an amount not to exceed $1,000,000 in the Borrower or any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Yearits Wholly Owned Subsidiaries); (bc) WWI the Borrower will not permit any of its Subsidiaries (other than the SPCs) to make any payments of pre-Petition Date obligations other than (i) as permitted under the Orders, (ii) as permitted by the Bankruptcy Court pursuant to the "First Day" Orders referred to in Section 6.1.3, including pre-petition wages and benefits and other employee-related claims, and (iii) as otherwise permitted under this Agreement; and (d) the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with other than any permitted expenditure SPC; provided that such deposit is made for the purposes described in clauses clause (a) and (bc) above).

Restricted Payments, etc. On and at all times after September 29, 1999.the Initial Effective Date: (a) WWI the Borrower will not, and the Parent will not permit the Borrower to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock Capital Stock or splits splitups or reclassifications of its stock Capital Stock into additional or other shares of its common stockCapital Stock) or apply, or permit any of its Subsidiaries Subsidiary to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries Subsidiary to purchase or redeem, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI the Borrower will not, and the Parent will not permit the Borrower to or permit any of its Subsidiaries Subsidiary to (i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Subordinated Notes (A) Debt on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior documents and instruments memorializing such Subordinated Notes or in the Senior Subordinated Note IndentureDebt, or (B) which would violate the terms of this Agreement or the subordination provisions of such Subordinated Debt (provided, however, that (i) with respect to the Borrower Senior Subordinated Note IndentureNotes, the Borrower (A) shall (x) for the interest payment due thereon for the period ended March 31, 2000, only make such interest payment in the form of Borrower 2000 PIK Notes and (y) for the interest payment due thereon for the period ended September 30, 2000, only make such interest payment in the form of Borrower 2000 PIK Notes, unless the Parent consummates an Initial Public Offering resulting in gross proceeds of at least $50,000,000 prior to such date and (B) may pay up to an aggregate amount equal to $175,000 in fees to the holders of the Borrower Senior Subordinated Notes, and (ii) the aggregate amount of Borrower 2000 PIK Notes issued in Fiscal Year 2000 shall not exceed $5,071,500); or (ii) redeemmake any Investment in, purchase advances to or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect fee payments to any such redemption, purchase the Parent or defeasance, its Affiliates (x) other than Subsidiaries of the Borrower's Senior Debt ); or (iii) suffer to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) exist any Contingent Liabilities of the Borrower shall at in respect of Indebtedness of the time of any such redemption, purchase Parent or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitmentsits Affiliates; and (c) WWI the Borrower will not, and the Parent will not permit the Borrower to or permit any Subsidiary to, make any deposit for any of the foregoing purposes (except the foregoing prohibited acts referred to in connection clauses (a), (b) and (c), together with any permitted expenditure described in Restricted Non-Operating Payments, Restricted Operating Payments, Restricted Tax Payments and Restricted Parent Payments, are collectively referred to as "Restricted Payments"); provided, however, that (d) notwithstanding the provisions of clauses (a) and (b) above, the Borrower shall be permitted to make Restricted Payments to the Parent to the extent necessary to enable the Parent to make (i) Restricted Operating Payments included in clause (i) or (ii) of the definition of Restricted Operating Payments and Restricted Tax Payments, (ii) Restricted Non-Operating Payments and Restricted Operating Payments included in clauses (iii) and (iv) of the definition of Restricted Operating Payments, so long as no Default shall have occurred and be continuing (provided, that all such payments incurred in Fiscal Year 2000 shall accrue and remain unpaid until the consummation by the Parent of an Initial Public Offering resulting in gross cash proceeds of at least $50,000,000), -80- 88 (iii) Restricted Parent Payments, so long as (A) immediately both prior to and after giving effect to such Restricted Parent Payment, no Default under Section 8.1.1, Section 8.1.3 (with respect to Section 7.2.6) or Section 8.1.9 shall have occurred and be continuing, (B) after giving effect to the making of such Restricted Parent Payment, the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4, 7.2.5 or 7.2.7 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, (C) after giving effect to the making of such Restricted Parent Payment, the Restricted Coverage Ratio shall be at least 1.2:1, and (D) an Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (d)(iii)(A), (d)(iii)(B) and (d)(iii)(C) above (provided, however, that the Borrower shall not make Restricted Parent Payments (x) for the interest payment due on the Parent Senior Subordinated Debt for the period ended March 31, 2000 or (y) for the interest payment due on the Parent Senior Subordinated Debt for the period ended September 30, 2000, unless the Parent comsummates an Initial Public Offering resulting in gross proceeds of at least $50,000,000 prior to such date), and (iv) payments up to an aggregate amount equal to $120,000 in fees to the holders of Parent Senior Subordinated Debt.

Restricted Payments, etc. On and at all times after September 29, 1999.the date hereof: (a) WWI the Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants warrants, options or other rights with respect to purchase its common stock or Capital Stock and (ii) exchanges, splits or reclassifications of any of its stock Capital Stock into additional or other shares of its common stockCapital Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets (other than Capital Stock of the Borrower or any warrants, options or other rights with respect thereto) to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI the Borrower with any funds, property or assets (collectivelyother than Capital Stock of the Borrower or any warrants, "Restricted Payments"actions or other rights with respect thereto); provided, that (x) WWI the Borrower and its Subsidiaries may make dividend payments under up of to $1,000,000 per Fiscal Year to repurchase, redeem or otherwise acquire or retire any Capital Stock (or options or warrants for the WWI Preferred Shares so long as no Default has occurred under this Agreement same) of the Borrower or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% any of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1from any director, solely for the redemption, in whole officer or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in employee or any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year);employee plan or similar arrangement; and (b) WWI the Borrower will not, and will not permit any of its Subsidiaries to , (i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Subordinated Notes (A) on any day other than, in prior to the case of interest only, the stated, scheduled date fixed for such payment of interest therefor as set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or Indenture and (By) which would violate the terms of this Agreement or the subordination provisions pursuant to Sections 4.07 and 4.08 of the Senior Subordinated Note Indenture; or Indenture (in each case as in effect on the date hereof) or (ii) except as permitted in clause (i) above, redeem, purchase or defease, defease any Senior Subordinated Notes, unless, so long as, both before and after giving effect ; The foregoing prohibited acts referred to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above)above are herein collectively referred to as "Restricted Payments".

Restricted Payments, etc. On and at all times after September 29, 1999.the Closing Date: (a) WWI the Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stockCapital Stock, provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable at the option of the holder thereof, redeemable on or prior to September 30, 2006 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower or Holdco, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement Borrower or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Holdco; (b) WWI the Borrower will not, and will not permit any of its Subsidiaries to , (i) directly or indirectly, make any payment or prepayment of principal of, or make any payment of interest on, on any Senior Subordinated Notes Note or any promissory note referred to in clause (Al) of Section 7.2.2 on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes or in the Senior documents and instruments memorializing such Subordinated Note Indenture(except in connection with the application of Excluded Equity Proceeds of the type described in clause (b) of the definition thereof or proceeds received by the Borrower in respect of Indebtedness of the type permitted pursuant to clause (h) of Section 7.2.2 which refinances such Subordinated Note) or any such promissory note, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior such Subordinated Note Indenture; or or any such promissory note, or (ii) redeem, purchase or defease, defease any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes Note (except in connection with any permitted expenditure the application of Excluded Equity Proceeds of the type described in clause (b) of the definition thereof or proceeds received by the Borrower in respect of refinancing Indebtedness of the type permitted pursuant to clause (h) of Section 7.2.2 which refinances such Subordinated Note) or any such promissory note (the foregoing prohibited acts referred to clauses (a) and (b) are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) or (b) above, the Borrower shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable (i) pay expenses incurred by Holdco in the ordinary course and solely in Holdco's capacity as a holding company or for services rendered on behalf of the Borrower, including, without limitation, (a) customary and reasonable salary, bonus and other benefits payable to officers, employees and consultants of Holdco, (b) customary and reasonable fees and expenses paid to members of the Board of Directors of Holdco or payments in respect of indemnification obligations, (c) reasonable general corporate overhead expenses of Holdco and (d) management, consulting or advisory fees paid to Holdco or to permit Holdco to pay management, consulting or advisory fees pursuant to the Management Services Agreement (as in effect on the Closing Date); provided, however, (A) with respect to clauses (a) through (c) above, the aggregate amount paid pursuant to all such clauses shall not exceed $2,000,000 in any Fiscal Year, and (B) with respect to clause (d) above, the amount of advisory fees shall not exceed $500,000 in any Fiscal Year, the amount of transaction fees in any Fiscal Year shall not exceed 1% of the aggregate transaction value (whether related to a single or series of related transactions), and the aggregate amount paid in respect of clause (d) above shall not exceed $1,500,000 in any Fiscal Year, (ii) make payments in respect of Taxes, (iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) a chief financial Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses(c)(iii)(A) and (c)(iii)(B) above, (1) purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Holdco held by directors, officers or employees of Holdco, the Borrower or any of its Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates or beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, (2) make payments in respect of any promissory note referred to in clause (e) of Section 5.12 of the Holdco Guaranty and Pledge Agreement, or (3) make payments in respect of any promissory note referred to in clause (1) of Section 7.2.2 in an aggregate amount, in the case of this clause (c)(iii), not to exceed $2,000,000 in any Fiscal Year (it being (iv) pay lease payment obligations owed by Holdco in respect of the Specified Leases (as defined in the Holdco Guaranty and Pledge Agreement) to which Holdco is a party. (d) notwithstanding the provisions of clauses (a) and (b) above), the Borrower and its Subsidiaries shall be permitted to pay dividends to Holdco subsequent to the fifth anniversary of the Closing Date to enable Holdco to pay cash interest on the Discount Notes in accordance with the terms of such Indebtedness in an aggregate amount not to exceed 25% of Excess Cash Flow for the period from January 1, 1999 through the most recently ended Fiscal Quarter so long as (A) after giving effect to the making of such Restricted Payment, (i) the Leverage Ratio shall be less than 4.0:1.0 on a pro forma basis and (ii) the Borrower shall be in pro forma compliance with the Fixed Charge Coverage Ratio covenant set forth in clause (d) of Section 7.2.4, in each case for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1 and (B) a chief financial Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent (including a calculation of the Leverage Ratio and Fixed Charge Coverage Ratio in reasonable detail) certifying to the accuracy of clause (A) above and certifying that no Default shall have occurred and be continuing on the date such Restricted Payment is made, nor would a Default result from the making of such Restricted Payment; and (e) notwithstanding the provisions of clauses (a) and (b) above, the Borrower and its Subsidiaries shall be permitted to make the Restricted Payments in respect of the Closing Date Dividend and other obligations of Holdco under to the Stock Purchase Agreement in respect of purchase price adjustments and indemnification obligations thereunder.

Restricted Payments, etc. On and at all times after September 29, 1999.the date hereof: (a) WWI each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or any Parent Guarantor or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or any Parent Guarantor (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower or any Parent Guarantor, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement Borrower or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Parent Guarantor; (b) WWI will not, each of the Borrower and each Parent Guarantor will not permit any of its Subsidiaries to to (i) make any payment or prepayment of principal of, or make any payment of interest on, any subordinated note (including any Senior Subordinated Notes (ANote) on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenturedocuments and instruments memorializing such subordinated note, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or such subordinated note, or (ii) redeem, purchase or defease, defease any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, subordinated note (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) above, beginning on March 15, 2000, the Borrower shall be permitted to make Restricted Payments to Daboco (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and to DRI (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Daboco, which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) to the extent necessary to enable Holdings to pay interest on the Holdings Subordinated Notes, so long as (i) no Default or Event of Default exists or would result therefrom, (ii) the Restricted Payments referred to below are permitted to be paid at such time under the Senior Note Indenture, (iii) Holdings has given the trustee under and in accordance with the Holdings Subordinated Note Indenture notice that it intends to pay in cash a semi-annual interest payment on the Holdings Subordinated Notes and (iv) at the time of Holdings giving such notice, the Pro Forma Interest Coverage Ratio for the four Fiscal Quarters then most recently ended preceding the date on which such Restricted Payment is to be made equaled or exceeded 2.0:1.0; (d) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Daboco (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings) and to DRI (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Daboco, which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings, Daboco and DRI (i) to pay their overhead expenses to the extent permitted under the Senior Note Indenture as in effect on the Closing Date; provided, that the aggregate amount of Restricted Payments paid by the Borrower pursuant to this clause (d)(i) in any Fiscal Year shall not exceed $2,000,000; and (ii) to pay their respective taxes based on income and franchise taxes and other similar licensure expenses; provided, however, that the amount of Restricted Payments paid pursuant to this clause (d)(ii) to enable Holdings to pay such taxes and expenses at any time shall not exceed the lesser of (x) the amount of such taxes and expenses owing by Holdings at such time for the respective period and (y) the amount of such taxes and expenses that would be owing by Daboco and its Subsidiaries on a consolidated basis for such period if determined without regard to Holdings' ownership of Daboco; and (e) so long as (i) no Default or Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result from the making of such Restricted Payment, (ii) after giving effect to the making of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (b) or (c) of Section 7.1.1, and (iii) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of subclauses (i) and (ii) above, the Borrower shall be permitted to make Restricted Payments to Daboco (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and to DRI (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Daboco, which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire Capital Stock of Holdings, held by any member of management of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed an amount equal to the sum of (1) $1,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried forward to succeeding Fiscal Years subject to a maximum (without giving effect to the following subclause (2)) of $3,000,000 in any Fiscal Year) plus (2) the aggregate cash proceeds received by Holdings during such Fiscal Year from any reissuance of Capital Stock of Holdings, and warrants, options and other rights to acquire Capital Stock of Holdings, by Holdings to members of management of Holdings or any of its Subsidiaries.

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date subject to Section 7.2.18: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits splitups or reclassifications of its stock into additional or other shares of its common stock) ), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIof, the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI will not, and the Borrower will not permit prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan CommitmentsSECTION 7.2.2; and (c) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes purposes; PROVIDED, HOWEVER, that, (except in connection with i) the Borrower may pay dividends or make any permitted expenditure described in clauses (a) distribution of up to the Maximum Available Amount; and (bii) abovein any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment pursuant to SECTION 3.1.2(D) therein)."

Restricted Payments, etc. On and at all times after September 29, 1999. (a) Subject to CLAUSE (b)(ii), WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities (now or hereafter outstanding) of WWI, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted PaymentsRESTRICTED PAYMENTS"); providedPROVIDED, that (w) WWI may -73- make Restricted Payments of dividends on WWI's Capital Securities or to repurchase WWI's Capital Securities in an amount up to $20,000,000 plus 50% of Net Income from the Effective Date, so long as (i) both before and after giving effect to such Restricted Payment no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred, no default has occurred under this Agreement or the Senior Subordinated Note Indenture or or, in either case, would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 5,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 20,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)) and (z) WWI may make Restricted Payments to redeem, in whole or in part, WWI Preferred Shares, so long as before and after giving effect to such Restricted Payment, (i) no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments; (b) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the BorrowerWWI's Senior Debt to EBITDA Ratio ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1.0, 1.0 and (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower WWI shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain have at least $30 million 30,000,000 of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses CLAUSES (aA) and (bB) above).

Restricted Payments, etc. On and at all times after September 29the Restatement Effective Date, 1999. (a) WWI the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stockCapital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes or any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI the Borrower (collectively, the foregoing prohibited acts are herein collectively referred to as "Restricted Payments"); provided, however, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of notwithstanding the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).provisions,

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date: (a) WWI Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI Holdings or the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI Holdings or the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock or Capital Stock and (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of its common stockCapital Stock) or apply, or permit any of its the Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its the Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI, Holdings or the Borrower or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectivelyHoldings, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year);Borrower (b) WWI Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to , except with the proceeds of (ix) any Permitted Subordinated Debt, or (y) any issuance or sale by Holdings or the Borrower of any Capital Stock of Holdings or the Borrower or any capital contribution to Holdings or the Borrower, (A) directly or indirectly make any payment or prepayment of principal of, or make any payment of interest on, any Senior Permitted Subordinated Notes (A) Debt, on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Permitted Subordinated Notes Debt Documents, or in which would violate the Senior subordination provisions of the Permitted Subordinated Note IndentureDebt Documents, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, defease any Senior Permitted Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, Debt; (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided that (c) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Holdings (x) pursuant to the Administrative Services Agreement which payments shall, to the extent applicable, be promptly applied by Holdings to meet its obligations under the Retained Interests and (y) to the extent necessary to enable Holdings to (i) pay its overhead expenses; (ii) pay taxes; (iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (b)(iii)(A) and (b)(iii)(B) above, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire any such Capital Stock of Holdings, held by any director, any member of management or an employee or Independent Contractor of Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to any employment agreement, management equity subscription agreement, restricted stock plan, stock option agreement or other similar arrangement so long as the total amount of the net cash consideration paid by Holdings, the Borrower and its Subsidiaries in respect of such repurchases, redemptions, acquisitions, retirements and payments shall not exceed (I) $7,500,000 in any calendar year (with unused amounts in any calendar year being carried forward to succeeding calendar years subject to a maximum (without giving effect to the following clause (II)) of $12,500,000 in any calendar year) plus (II) the aggregate cash proceeds received by the Borrower during such calendar year from any reissuance of Capital Stock of Holdings, and warrants, options and other rights to acquire Capital Stock of Holdings, by Holdings or the Borrower to directors, members of management and employees of the Borrower and the Restricted Subsidiaries (to the extent such proceeds are not otherwise required to be applied pursuant to clause (d) of Section 3.1.1); (iv) make payments in respect of expenses, fees and other costs in connection with litigation; (v) make payments in respect of employee benefit plans or other similar arrangements; (vi) pay fees and expenses in connection with the Transaction; and (vii) pay cash dividends permitted under clause (f) below; (d) notwithstanding the provisions of clause (a) above, the Borrower may pay a non-cash dividend to Holdings consisting solely of the transfer of all or a portion of the Intercompany Loan; (e) notwithstanding the provisions of clause (a) above, Holdings may make the payments referred to in clause (c)(iii) above; and (f) notwithstanding the provisions of clause (a) above, Holdings may pay a cash dividend to the holders of its common Capital Stock in an amount not to exceed $10,000,000 in any Fiscal Year so long as no Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared nor, on a pro forma basis as of such date, would an Event of Default result from the making of such Restricted Payment; provided that such amount may be increased by an amount equal to the portion of Excess Cash Flow for the preceding Fiscal Year that was not required to be applied to a mandatory prepayment of the Term Loans pursuant to Section 3.1.1(b) (or in respect of Fiscal Years ending prior to January 31, 2007, would have been required if not for the operation of the first parenthetical to Section 3.1.1(b)) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared nor, on a pro forma basis as of such date, would a Default result from the making of such Restricted Payment, (B) after giving pro forma effect to the making of such Restricted Payment, as of such date the Borrower shall be in pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1. 1, (C) after giving pro forma effect to the making of such Restricted Payment as of such date, the Borrower shall have demonstrated a Leverage Ratio no greater than 2.50:1.00 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (D) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (f)(i)(A), (f)(i)(B) and (f)(i)(C) above.

Restricted Payments, etc. On and at all times after September 29, 1999.the date hereof; (a) WWI each of the Borrower and each Designated Guarantor will not, and will not permit any of their respective Subsidiaries to, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or any Designated Guarantor or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or any Designated Guarantor (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower or any Designated Guarantor, or warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement Borrower or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Designated Guarantor; (b) WWI each of the Borrower and each Designated Guarantor will not, and will not permit any of its their respective Subsidiaries to , (i) make any payment or prepayment of principal of, or make any payment of interest on, any subordinated note (including any Senior Subordinated Notes (ANote) on any day other than, in the case of interest only, than the stated, scheduled date for such payment of interest or prepayment set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenturedocuments and instruments memorializing such subordinated note, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or such subordinated note, or (ii) redeem, purchase or defease, defease any subordinated note (including any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, Note) (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) above, (i) the Borrower shall be permitted to make Restricted Payments to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and to Holdings and (ii) each Affiliate Guarantor shall be permitted to make Restricted Payments to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and Holdings, in each case to the extent necessary to enable Holdings to pay interest on the Senior Subordinated Notes, so long as (A) no Default or Event of Default exists or would result therefrom and (B) the Restricted Payments referred to below are permitted to be paid at such time under the Senior Subordinated Note Indenture; (d) notwithstanding the provisions of clause (a) above, the Borrower may from time to time and at any time distribute to the Parent Guarantors (subject to the security interest granted by the Borrower to the Administrative Agent for the benefit of the Secured Parties) all of the Borrower's (i) Intellectual Property Collateral (as defined in the Borrower Security Agreement) so long as the Parent Guarantors concurrently transfer such Intellectual Property Collateral to Xxxxx Xxxxx IP and, to the extent they have not previously done so, Xxxxx Xxxxx IP and the Borrower enter into a royalty and license agreement (in form and substance reasonably satisfactory to the Agents) pursuant to which Xxxxx Xxxxx IP will permit the Borrower to use all Intellectual Property Collateral so transferred in consideration for the payment of a royalty to Xxxxx Xxxxx IP; and (ii) rights under all or a portion of the Eligible Leases to which the Borrower is a party so long as the Parent Guarantors concurrently transfer such rights to Xxxxx Xxxxx Realty and, to the extent they have not previously done so, Xxxxx Xxxxx Realty and the Borrower enter into corresponding sublease agreements (in form and substance reasonably satisfactory to the Agents) pursuant to which Xxxxx Xxxxx Realty will sublease to the Borrower the realty that is the subject of such Eligible Leases in consideration for lease payments to Xxxxx Xxxxx Realty, in each case, so long as no Default or Event of default shall have occurred and be continuing; (e) notwithstanding the provisions of clause (a) above, (i) the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings) and (ii) each Affiliate Guarantor shall be permitted to make Restricted Payments to Holdings and to DRI I (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings and DRI I (A) to pay their overhead expenses to the extent permitted under the Senior Subordinated Note Indenture as in effect on the Closing Date; provided, that the aggregate amount of Restricted Payments paid by the Borrower and the Affiliate Guarantors pursuant to this subclause (e)(i)(A) in any Fiscal Year shall not exceed $2,000,000; and (B) to pay their respective taxes based on income and franchise taxes and other similar licensure expenses; (f) notwithstanding the provisions of clause (a) above, (i) each Affiliate Guarantor shall be permitted to make Restricted Payments to the Parent Guarantors so long as the Parent Guarantors concurrently transfer such Restricted Payments to the Borrower as a capital contribution; and (g) so long as (i) no Default or Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result from the making of such Restricted Payment, (ii) after giving effect to the making of such Restricted Payment, Holdings shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (b) or (c) of Section 7.1.1, and (iii) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of Holdings' compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of subclauses (i) and (ii) above, (A) the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and (B) each Affiliate Guarantor shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings held by any member of management of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement, in each case as in effect on the Closing Date; provided, however, that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed an amount equal to $2,000,000 in any twelve month period plus (B) the aggregate cash proceeds received by Holdings during such twelve month period from any reissuance of Capital Stock of Holdings by Holdings to members of management of Holdings or any of its Subsidiaries.

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date subject to Section 7.2.18: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits splitups or reclassifications of its stock into additional or other shares of its common stock) ), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIof, the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI will not, and the Borrower will not permit prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan CommitmentsSECTION 7.2.2; and (c) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes purposes; PROVIDED, HOWEVER, that, (except in connection with i) the Borrower may pay dividends or make any permitted expenditure described in clauses (a) distribution of up to the Maximum Available Amount; and (bii) abovein any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."

Restricted Payments, etc. On and at all times after September 29the Closing Date, 1999. (a) WWI the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any New Senior Notes, any Additional Senior Notes, any Supplemental Senior Notes or any other Permitted Parent Debt, any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWI the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stockCapital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes, any New Senior Notes, any Additional Senior Notes, any Supplemental Senior Notes or any other Permitted Parent Debt, or any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of Capital Securities Stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI the Borrower (collectively, "the foregoing prohibited acts are herein collectively referred to as “Restricted Payments"”); provided, however, that notwithstanding the foregoing provisions, (a) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Parent and its Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which relevant financial information has been delivered pursuant to clause (a) or (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (A) and (B) above, the Borrower shall be permitted to pay cash dividends to the Parent to the extent necessary to enable the Parent to (i) repurchase, redeem or otherwise acquire or retire for value any common stock of the Parent, or any warrant, option or other right to acquire common stock of the Parent, from former employees or directors of the Parent or any Subsidiary for consideration not to exceed (x) WWI may make dividend payments under $500,000 in the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefromaggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried forward to subsequent Fiscal Years), and (y) WWI may use 50% in the case of Net Equity Proceeds retained any Itemized Executive, $2,000,000 per Itemized Executive (plus the amount of any proceeds of any key man life insurance received by WWI the Borrower or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, any Subsidiary in whole or in part, respect of such WWI Preferred Shares and (zItemized Executive) WWI may repurchase its stock held by employees constituting management, in any Fiscal Year up to an aggregate amount not to exceed $1,000,000 5,000,000 in any Fiscal Year and an Year; provided, that the aggregate amount of all such repurchases made pursuant to this clause (i) shall not exceed $4,000,000 17,000,000 over the term of this Agreement (amounts unused excluding the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of any Fiscal Year may be used in the immediately succeeding Fiscal YearItemized Executive); (b) WWI will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeempay cash interest on the Permitted Parent Debt in an aggregate amount which, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemptionpayment, purchase or defeasance, would not exceed $139,000,000 for the 12-month period immediately preceding such payment; and (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (zb) the Borrower shall at be permitted to make Restricted Payments to the time of any such redemptionParent in amounts required for the Parent to pay when due income and franchise taxes and other fees and expenses required to maintain its corporate existence and satisfy its reporting and financial obligations and to pay out-of-pocket costs, purchase or defeasance (unless otherwise consented operating expenses and other amounts required to be paid by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; andParent during such Fiscal Year. (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).Section 7.2.10 of the Credit Agreement is amended in its entirety to read as follows:

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries (other than Restricted Subsidiaries) to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries (other than Restricted Subsidiaries) to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year)Borrower; (b) WWI the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Notes or any Subordinated Notes (A) Debt on any day other than, in than the case of interest only, the stated, scheduled stated date for such payment of interest or prepayment set forth in the applicable documents and instruments memorializing any Senior Subordinated Notes or in the Senior such Subordinated Note IndentureDebt, or (B) which would violate the terms of this Agreement or the subordination provisions of any such Subordinated Debt; provided, that the Borrower may pay or prepay all or a portion of the Senior Subordinated Note IndentureNotes if both before and after giving effect thereto, no Default shall have occurred or be continuing and there are no Loans outstanding hereunder; and provided further, that the Borrower may make optional purchases, redemptions or prepayments of the Zero Coupon Debentures if both before and after giving effect thereto, no Default shall have occurred and be continuing; or (ii) redeem, purchase or defease, defease any Senior Notes or any Subordinated Notes, unless, so long as, both before and after giving Debt unless the effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time of any such redemption, purchase or defeasance is to make a payment or prepayment permitted under clause (unless otherwise consented to by the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; andb)(i); (c) WWI the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes except to the extent a payment or prepayment would be otherwise permitted hereunder; and (except in connection with d) the Borrower will not, and will not permit any permitted expenditure described in clauses of its Subsidiaries to, make any voluntary prepayment of principal of any Indebtedness (aother than payments by any Subsidiary on Indebtedness owed to the Borrower or any Restricted Subsidiary), if either before or after giving effect thereto, there shall exist a Default (other than a Nonmaterial Subsidiary Default) and (b) above)or an Event of Default.

Restricted Payments, etc. On and at all times after September 29, 1999.the Effective Date: (a) WWI the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWI the Borrower (other than dividends or distributions payable in its common stock or rights or warrants to purchase its common capital stock or splits split-ups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Securities capital stock (now or hereafter outstanding) of WWIthe Borrower, or warrants, options or other rights with respect to any shares than (i) payments of any class dividends as required on preferred stock outstanding and (ii) dividends on common stock and purchases and redemptions of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments")capital stock; provided, that the aggregate of all such dividends, purchases, and redemptions paid after January 1, 1992 does not exceed the sum of (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefromthirty-three percent of cumulative income, net of cumulative losses, after January 1, 1992 and (y) WWI one hundred percent of the cumulative proceeds from the issuance of any capital stock after January 1, 1992; provided, further, that no dividends on common stock shall be paid in cash, property, or obligations unless the net worth of the Borrower, based on the Borrower's latest available balance sheet, after subtracting therefrom intangible assets including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights, service marks, and brand names, is positive; provided, further, that notwithstanding any restriction contained in this Section 8.5, the Borrower may use 50% redeem any of Net Equity Proceeds retained by WWI its shares of capital stock in exchange for, or its Subsidiaries out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under clause (d) the terms of this Section 3.1.1, solely for 8.5 on the redemption, in whole or in part, date of such WWI dividend's declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this section; and provided, further, that Hybrid Preferred Shares and (z) WWI may repurchase its Securities shall not be treated as capital stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal YearBorrower for purposes of this Section 8.5(a); (b) WWI the Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in except to the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower shall at the time extent of any such payment, prepayment, redemption, purchase or defeasance (unless otherwise consented to by paid from the Required Lenders) maintain at least $30 million of unused Revolving Loan Commitments; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any proceeds of the foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).issuance or sale of