[SAMPLE TERM SHEET] CONFIDENTIAL EXHIBIT A

[NYCorp; :4250F:05/24/2000--9:51a][SAMPLE TERM SHEET] CONFIDENTIALEXHIBIT AMay 1, 2000 Project TargetSenior Secured Credit FacilitiesSummary of Principal terms and ConditionsBorrower:A newly formed Delaware corporation (the" Borrower ") that will purchase all the capital stock ofWidget Corporation, a Delaware corporation (the" Target "). The Borrower will be a wholly ownedsubsidiary of an additional newly formed Delawarecorporation (" Holdings "), all the outstanding capitalstock of which will be owned by Experienced LBOFund, (the " Fund ").Transactions:The Borrower will acquire (the " Acquisition ") all thecapital stock of the Target from WorldwideCorporation, a Delaware corporation (" Worldwide "),pursuant to a stock purchase agreement (the " PurchaseAgreement ") to be entered into by the Borrower andWorldwide, for aggregate consideration of$500,000,000 in cash (the " Purchase Price "). Inconnection with the Acquisition, (a) the Borrower willmerge with the Target, with the Borrower being thesurviving corporation in such merger, (b) the Fund willcapitalize Holdings with not less than $100,000,000 incash common equity (the " Holdings EquityContribution "), (c) Holdings will capitalize theBorrower with a cash common equity contributionequal to the entire common equity contribution receivedby Holdings from the Fund (together with the HoldingsEquity Contribution, the " Equity Cont)

3 [NYCorp;1074919.1:4250F:05/24/2000--9:51a] Facility. Amounts repaid under the Revolving Facility may be reborrowed. (C) Letters of Credit will be available at any ...

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