Warrants; Additional Fee Clause Samples

Warrants; Additional Fee. In consideration of the execution and delivery of the Forebearance Amendment, the Second Restated Intercreditor Agreement and this Agreement by the Banks and the Noteholders, and subject to the approval of the Worldwide-DE board of directors on or before January 10, 1997, Worldwide-DE will issue to the Second Revolving Credit Lenders, no later than January 10, 1997, warrants (the "Lender Warrants") for the purchase of an aggregate of five percent (5%) of Worldwide-DE's one-vote Common Stock, pursuant to a warrant agreement (the "Lender Warrant Agreement") in form and substance reasonably satisfactory to the Majority Lenders. The Lender Warrant Agreement will contain customary terms and conditions and will also provide that (i) the Lender Warrants will be (x) callable by Worldwide-DE at the market price therefor from and after June 1, 1997 and (y) dilutable by the duly and validly authorized issuance of additional shares for fair value of Worldwide-DE common stock (or warrants or options therefor) after the issuance of the Lender Warrants, (ii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will have a right of first refusal with respect to the sale of Lender Warrants by Second Revolving Credit Lenders (or of Common Stock issued to Second Revolving Credit Lenders upon the exercise of Lender Warrants) to (w) shareholders of Borrowers, (x) officers, directors or Affiliates of Borrowers, (y) officers or directors of such shareholders or (z) affiliates of such shareholders who control, are controlled by, or are under common control with, such shareholders and (iii) the Lender Warrants will be exerciseable for a period of five (5) years from and after June 1, 1997 at an exercise price of $100 in the aggregate; provided, however, that the Lender Warrants will not be exerciseable, and instead will terminate by their terms, in the event that Borrowers pay in full in immediately available funds on or before May 31, 1997, the outstanding principal amount of the Loans and the Private Placement Notes, all accrued and unpaid interest thereon and all fees, expenses and other amounts owed by Borrowers in connection therewith; provided, further, that if all such amounts are so paid on or before May 31, 1997, Borrowers will pay, at the time of such payment, to the Second Revolving Credit Lenders an additional fee (the "Additional Fee") of $1,000,000 in immediately available funds. The issuance of the Lenders Warrants will be accompanied by a legal opinion (as to matters concerning the authorization and...