[SAMPLE TERM SHEET] CONFIDENTIAL EXHIBIT A

1 [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 ").

2 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 Contributions "),(d) the Borrower will either issue $200,000,000principal amount of its subordinated unsecured notes(the " Subordinated Notes ") in a public or Rule 144 Aoffering or, in the event that the Subordinated Notescannot be issued, borrow $200,000,000 ofsubordinated unsecured loans from one or morelenders under a new bridge loan facility (the " BridgeFacility "), (e) the Borrower will obtain the seniorsecured credit facilities described below under thecaption " Facilities " and (f) the Borrower will pay feesand expenses in connection with the foregoing in anamount not to exceed $10,000,000 (the foregoingtransactions being collectively referred to as the" Transactions ").

3 Sources and Uses:The approximate sources and uses of funds necessaryto consummate the Transactions are set forth onANNEX II attached :(A)Two Senior Secured Term Loan Facilities to beprovided to the Borrower in an aggregate principal2[NYCorp; :4250F:05/24/2000--9:51a]amount of up to $200,000,000 (the " Term LoanFacilities "), such aggregate principal amount to beallocated between (a) a Tranche A Term Loan Facilityin an aggregate principal amount of up to$100,000,000 (the " Tranche A Facility ") and (b) aTranche B Term Loan Facility in an aggregate principalamount of up to $100,000,000 (the " Tranche BFacility ").(B)A Senior Secured Revolving Credit Facility to beprovided to the Borrower in an aggregate principalamount of up to $50,000,000 (the " Revolving Facility "and, together with the Term Loan Facilities, the" Facilities "), of which up to an amount to be agreedupon will be available in the form of letters of :The Big Bank (" Big Bank ") will act as administrativeagent and collateral agent (collectively, the " Agent ")for a syndicate of financial institutions (the " Lenders "),and will perform the duties customarily associated withsuch and Arranger:Big Bank Securities Inc.

4 Will act as advisor andarranger for the Facilities (the " Arranger "), and willperform the duties customarily associated with :(A)The proceeds of the Term Loan Facilities will be usedby the Borrower on the date of the initial funding underthe Facilities (the " Closing Date "), together with up to$10,000,000 to be drawn under the Revolving Facilityon the Closing Date, the proceeds of the SubordinatedNotes and the Equity Contributions, to pay thePurchase Price and related fees and expenses inconnection with the Transactions.(B)The proceeds of loans under the Revolving Facility(other than loans used for the purpose specified in theimmediately preceding paragraph) will be used forgeneral corporate purposes in the ordinary course ofthe Borrower's business.(C)Letters of credit will be used by the Borrower solely forordinary course :(A)The full amount of the Term Loan Facilities must bedrawn in a single drawing on the Closing Date.

5 Amounts repaid under the Term Loan Facilities maynot be reborrowed.(B)Loans under the Revolving Facility will be available atany time prior to the final maturity of the Revolving3[NYCorp; :4250F:05/24/2000--9:51a]Facility. Amounts repaid under the Revolving Facilitymay be reborrowed.(C)Letters of Credit will be available at any time before thefifth business day prior to the final maturity of theRevolving Rate:In the case of unpaid principal, the applicable interestrate plus 2% per annum and, in the case of any otheramount, the rate of interest applicable to ABR loansplus 2% per of Credit:Letters of credit under the Revolving Facility will beissued by Big Bank, as fronting bank (in such capacity,the " Fronting Bank "). Each letter of credit shall expireno later than the earlier of (a) 12 months after its dateof issuance and (b) the fifth business day prior to thefinal maturity of the Revolving under any letter of credit shall be reimbursedby the Borrower on the same business day.

6 To theextent that the Borrower does not reimburse theFronting Bank on the same business day, the Lendersshall be irrevocably obligated to reimburse the FrontingBank pro rata based upon their issuance of all letters of credit shall be subject tothe customary procedures of the Fronting :All obligations of the Borrower under the Facilities andunder interest rate protection agreements entered intowith any Lender (or any affiliate of any Lender) will beunconditionally guaranteed (the " Guarantees ") byHoldings and by each existing and each subsequentlyacquired or organized subsidiary of Holdings other thanthe Borrower (provided that no foreign subsidiary shallbe required to provide a guarantee to the extent and forso long as to do so would cause adverse taxconsequences to the Borrower). Any guarantees to beissued in respect of the Subordinated Notes will besubordinated to the obligations under the :The Facilities, the Guarantees and any interest rateprotection agreements entered into with any Lender (orany affiliate of any Lender) will be secured bysubstantially all the assets of Holdings, the Borrowerand each existing and each subsequently acquired ororganized subsidiary of Holdings (collectively, the" Collateral "), including but not limited to (a) a first-priority pledge of all the capital stock of the Borrowerand each other existing and each subsequently acquired4[NYCorp.]

7 :4250F:05/24/2000--9:51a]or organized subsidiary of Holdings (which pledge, inthe case of any foreign subsidiary, shall be limited to65% of the capital stock of such foreign subsidiary tothe extent and for so long as the pledge of any greateramount would cause adverse tax consequences to theBorrower) and (b) perfected first-priority securityinterests in, and mortgages on, substantially all tangibleand intangible assets of Holdings and each existing andeach subsequently acquired or organized domesticsubsidiary of Holdings (including but not limited toaccounts receivable, inventory, intellectual property,real property, cash and proceeds of the foregoing).All the above-described pledges, security interests andmortgages shall be created on terms , and pursuant todocumentation, reasonably satisfactory to the Lenders,and, subject to limited exceptions to be agreed upon,none of the Collateral shall be subject to any otherpledges, security interests or Ratesand Fees:As set forth on ANNEX I and(A)Tranche A FacilityAmortization:The Tranche A Facility will mature on the fifthanniversary of the Closing Date, and will amortize on aquarterly basis in annual amounts to be agreed upon.

8 (B)Tranche B FacilityThe Tranche B Facility will mature on the seventhanniversary of the Closing Date, and will amortize on aquarterly basis in nominal annual amounts for a numberof years to be agreed upon and in annual amounts to beagreed upon thereafter.(C)Revolving FacilityThe Revolving Facility will mature on the fifthanniversary of the Closing Prepayment:Loans under the Term Loan Facilities shall be prepaidwith (a) 75% of Excess Cash Flow (to be defined),(b) 100% of the net cash proceeds of all non-ordinary-course asset sales or other dispositions of property byHoldings and its subsidiaries (including insurance andcondemnation proceeds), subject to limited exceptionsto be agreed upon, and (c) 100% of the net cashproceeds of issuances of equity securities and debtobligations of Holdings and its subsidiaries, subject tolimited exceptions to be agreed [NYCorp; :4250F:05/24/2000--9:51a]The above-described mandatory prepayments shall beallocated between the Term Loan Facilities pro rata,subject to the provisions set forth below under thecaption " Special Application Provisions ".

9 Within each Term Loan Facility, mandatoryprepayments shall be applied pro rata to reduce theremaining amortization payments under such Facility. Special Application Provisions:Holders of loans under the Tranche B Facility may, solong as loans are outstanding under the Tranche AFacility, decline to accept any mandatory prepaymentdescribed above and, under such circumstances, allamounts that would otherwise be used to prepay loansunder the Tranche B Facility shall be used to prepayloans under the Tranche A Prepayment:Voluntary prepayments will be permitted in whole or inpart, at the option of the Borrower, in minimumprincipal amounts to be agreed upon, without premiumor penalty, subject to reimbursement of the Lenders'redeployment costs in the case of prepayment ofAdjusted LIBOR borrowings other than on the last dayof the relevant Interest Period.

10 All voluntaryprepayments of the Term Loan Facilities will beapplied pro rata to the remaining amortization paymentsunder the Term Loan Warranties:Usual for facilities and trans- actions of this type andothers to be reasonably specified by Big Bank,including but not limited to accuracy of financialstatements; no material adverse change; absence oflitigation; no violation of agreements or instruments;compliance with laws (including ERISA, marginregulations and environmental laws); payment of taxes;ownership of properties; inapplicability of theInvestment Company Act and Public Utility HoldingCompany Act; solvency; effectiveness of regulatoryapprovals; labor matters; environmental matters;accuracy of information; and validity, priority andperfection of security interests in the Precedentto Initial Borrowing:Usual for facilities and transactions of this type, thosespecified below and others to be reasonably specifiedby Big Bank, including but not limited to delivery ofsatisfactory legal opinions, audited financial statementsand other financial information; first-priority perfectedsecurity interests in the Collateral; accuracy ofrepresentations and warranties; absence of defaults,prepayment events or creation of liens under debt6[NYCorp; :4250F:05/24/2000--9:51a]instruments or other agreements as a result of thetransactions contemplated hereby; evidence ofauthority; consents of all persons; compliance withapplicable laws and regulations (including ERISA,margin regulations and environmental laws).