[SAMPLE SENIOR FACILITIES TERM SHEET] CONFIDENTIAL …

[SAMPLE SENIOR FACILITIES TERM sheet ]. CONFIDENTIAL EXHIBIT A. November __, 2000. Project Target SENIOR Secured Credit FACILITIES Summary of Principal terms and Conditions Borrower: A newly formed Delaware corporation (the "Borrower") that will purchase all the capital stock of Widget Corporation, a Delaware corporation (the "Target"). The Borrower will be a wholly owned subsidiary of an additional newly formed Delaware corporation ("Holdings"), all the outstanding capital stock of which will be owned by Buyright Company (the "Buyer").

2 [Annotated Senior Term Sheet] provided to the Borrower in an aggregate principal amount of up to $200,000,000 (the "Term Loan Facilities"), such aggregate principal amount to be

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