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THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
CLASS A COMMON STOCK OR CLASS B COMMON STOCK [OR OTHER
SECURITIES] ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT,
OR (ii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS
AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT
AGREEMENT REFERRED TO HEREIN.
EXERCISABLE AT ANY TIME
ON OR PRIOR TO MARCH 13, 2002,
SUBJECT TO THE CONDITIONS SET FORTH BELOW
No. 6 Warrants to Purchase 375,000
Shares of Class A Common Stock
or Class B Common Stock
THE FAIRCHILD CORPORATION
WARRANT CERTIFICATE
THIS CERTIFIES THAT, for value received, STINBES LIMITED, as
assignee of Jeffrey J. Steiner, or registered assigns (the
"Holder"), is the owner of the number of Warrants set forth
above, each of which entitles the owner thereof to purchase at
any time on or prior to March 13, 2002 (subject to the conditions
set forth below), one fully paid and nonassessable share of the
Class A Common Stock, $.10 par value (the "Class A Common
Stock"), or one fully paid and nonassessable share of the Class B
Common Stock, $.10 par value (the "Class B Common Stock"), of The
Fairchild Corporation, a Delaware corporation, p/k/a Banner
Industries, Inc. (the "Company") (the Class A Common Stock and
the Class B Common Stock are hereinafter jointly referred to as
the "Common Stock"), at the purchase price of $7.67 per share,
increased by two-tenths of one cent ($.002) for each day
subsequent to March 13, 1997, but fixed at $7.80 per share after
June 30, 1997, subject to adjustment (the "Warrant Price").
Payment of the Warrant Price may be made in cash or by certified
or official bank check. As provided in the Warrant Agreement
referred to below, the Warrant Price and the number or kind of
shares which may be purchased upon the exercise of the Warrants
evidenced by this Warrant Certificate are, upon the happening of
certain events, subject to certain modification and adjustment.
The number and kind of shares which may be purchased upon the
exercise of the Warrants evidenced by this Warrant Certificate
and the Warrant Price have been modified and adjusted for events
which have occurred through the date hereof pursuant to Section 9
of the Warrant Agreement (as hereinafter defined).
Notwithstanding the foregoing, the Holder hereof may not
exercise the right to purchase Common Stock pursuant to the terms
of this Warrant Certificate, except within the following window
periods: (a) within 365 days after the merger of Shared
Technologies Fairchild Inc. with AT&T Corporation, MCI
Communications, Worldcom Inc., Tel-Save Holdings, Inc., or
Teleport Communications Group, Inc.; (b) within 365 days after a
change of control of the Company, as defined in the Fairchild
Holding Corp. Credit Agreement with Citicorp et. al.; or (c)
within 365 days after a change of control of Banner Aerospace,
Inc., as defined in the Banner Aerospace, Inc. Credit Agreement
with Citicorp. et. al. In no event may such right to purchase
Common Stock be exercised after March 13, 2002.
This Warrant Certificate is subject to, and entitled to the
benefits of, all of the terms, provisions and conditions of a
Warrant Agreement originally entered into as of March 13, 1986,
between the Company and Drexel Burnham Lambert Incorporated, and
subsequently assigned (through a series of transfers) to the
Holder hereof. Such Warrant Agreement, as amended from time to
time, together with the Extension of Warrant Agreement entered
into between the Company and Holder as of the date hereof, are
collectively referred to herein as the "Warrant Agreement." The
Warrant Agreement is incorporated herein by reference and is made
a part hereof. Without limitation, the Warrant Agreement sets
forth the rights, limitations of rights, obligations, duties and
immunities of the Company and the Holder with respect to this
Warrant Certificate. Copies of the Warrant Agreement are on file
at the principal office of the Company. The Holder hereof may be
treated by the Company and all other persons dealing with this
Warrant Certificate as the absolute owner hereof for any purpose
and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the books of the Company,
any notice to the contrary notwithstanding, and until such
transfer on such books, the Company may treat the Holder hereof
as the owner for all purposes.
The Warrant Certificate, with or without other Warrant
Certificates, upon surrender at the principal office of the
Company, may be exchanged for another Warrant Certificate or
Warrant Certificates of like tenor and date, evidencing Warrants
entitling the Holder to purchase a like aggregate number of
shares of Common Stock as the Warrants evidenced by the Warrant
Certificate or Warrant Certificates surrendered entitle such
Holder to purchase. If this Warrant Certificate shall be
exercised in part, the Holder shall be entitled to receive upon
surrender hereof, another Warrant Certificate or Warrant
Certificates for the number of whole Warrants not exercised.
No fractional shares of Common Stock will be issued upon the
exercise of any Warrant or Warrants evidenced hereby, but in lieu
thereof a cash payment will be made, as provided in the Warrant
Agreement.
No Holder shall be entitled to vote or receive dividends or
be deemed the holder of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained in the
Warrant Agreement or herein be construed to confer upon such
Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether
upon any recapitalization, issue of stock, reclassification of
stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance, or otherwise) or except as
provided in the Warrant Agreement, to receive notice of meetings,
or to receive dividends or subscription rights or otherwise,
until the Warrant or Warrants evidenced by this Warrant
Certificate shall have been exercised as provided in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused its duly
authorized officers to execute this Warrant Certificate (or such
officers' facsimile signatures to be printed hereon) and has
caused its corporate seal (or facsimile thereof) to be printed
hereon.
This Warrant Certificate is dated as of September 26, 1997,
effective retroactively as of February 21, 1997, extending and
modifying all previously issued Warrant Certificates issued prior
to the date hereof. All such previously issued Warrant
Certificates are null and void.
THE FAIRCHILD CORPORATION
[SEAL]
By:
Colin M. Cohen
Senior Vice President
and Chief Financial
Officer
Attest:
Donald E. Miller
Senior Vice President
and Corporate Secretary
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received,
hereby sells, assigns and transfers unto
the within Warrant Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and
appoint attorney, to transfer
said Warrant Certificate on the books of the within-named
Company, with full power of substitution in the premises.
Dated: , 19___.
NOTE: The above signature
should correspond exactly with
the name on the face of this
Warrant Certificate.
PURCHASE FORM
(To be executed upon exercise of Warrant)
To The Fairchild Corporation
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant Certificate
for, and to purchase thereunder, the following shares of Common
Stock, as provided for therein, and tenders herewith payment of
the purchase price in full in the form of [cash or certified or
official bank check in the amount of $
]:
Shares of Class A Common Stock
Shares of Class B Common Stock
Please issue a certificate or certificates for such shares
of Common Stock in the name of, and pay any cash for any
fractional share to:
Name:
Address:
Social Security or Tax I.D. Number:
(Please Print)
Signature
NOTE: The above signature should
correspond exactly with the name on
the fact of this Warrant
Certificate or with the name of
assignee appearing in the
assignment form below.
And, if said number of shares shall not be all the shares
purchasable under the within Warrant Certificate, a new Warrant
Certificate is to be issued in the name of said undersigned for
the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash.
Dated: , 19___.