REVISED CONFIRMATION
--------------------
Date: December 23, 1997
To: Fairchild Holding Corporation
Attention: Colin Cohen
From: Citibank, N.A. New York
399 Park Avenue
New York, NY 10043
Deal No. 50970148
The purpose of this letter agreement is to set forth the terms
and conditions of the Transaction entered into between us on the
Trade Date referred to below. This letter constitutes a
"Confirmation" as referred to in the Master Agreement specified
below. This Confirmation amends, restates and supersedes any
prior Confirmation for this Transaction.
This confirmation evidences a complete binding agreement between
you and us as to the terms of the Transaction to which this
Confirmation relates. In addition, you and we agree to use our
best efforts promptly to negotiate, execute and deliver a Master
Agreement (Multicurrency-Cross Border) in the form published by
the International Swaps and Derivatives Association, Inc.
("ISDA"), with such modifications as you and we shall in good
faith agree. Upon the execution by you and us of such Master
Agreement (the "Agreement"), this Confirmation will supplement,
form a part of, and be subject to the Agreement. A copy of the
Agreement has been, or promptly after the date hereof will be,
delivered to you.
If Fairchild Holding Corporation fails to execute and deliver or
to negotiate in good faith the Agreement within 180 days of the
Trade Date, Citibank may give Fairchild Holding Corporation
notice that an Additional Termination Event has occurred and is
continuing with respect to Fairchild Holding Corporation, in
which event Fairchild Holding Corporation will be the only
Affected Party.
Prior to execution of the Agreement the provision of the Master
Agreement (Multicurrency-Cross Border), in the form published by
ISDA, are incorporated by reference herein and form a part of
this Confirmation and, further, this Confirmation (together with
all other Confirmations of Transactions previously entered into
between us, notwithstanding anything to the contrary therein)
shall be deemed to be subject to the terms of the Agreement, as
if, on the Trade Date of the first such Transaction between us,
you and we have executed the Agreement (without any Schedule
thereto).
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by ISDA) are incorporated by reference
into this Confirmation.
This Confirmation and ISDA Agreement will be governed by the laws
of the State of New York.
1. In the event of any inconsistency between this Confirmation
and 1991 ISDA Definitions or the ISDA Agreement, this
Confirmation will control for the purpose of the Transaction to
which this Confirmation relates.
2. Each party will make each payment specified in this
confirmation as being payable by it, not later than the due date
for value on that date in the place of the account specified
below or otherwise specified in writing, in freely transferable
funds and in a manner customary for payments in the required
currency.
3. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Notional Amount: USD 100,000,000.00
Trade Date: August 6, 1997
Effective Date: February 17, 1998
Termination Date: February 19, 2008
Fixed Amounts:
Fixed Rate payer: Party B (Fairchild Holding Corporation)
Fixed Rate Payer
Payment Dates: The 17th day of February, May, August and
November,
in each year, commencing May 18, 1998, and
to and
including the Termination Date, subject to
adjustment
in accordance with the Modified Following
Business
Day Convention.
Fixed Rate: 6.715000 % per annum
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: Party A (Citibank N.A. New York)
Floating Rate Payer
Payment Dates: The 17th day of February, May, August and
November,
each year, commencing May 18, 1998, and to
and
including the Termination Date, subject to
adjustment in accordance with the Modified
Following
Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated
Maturity: 3 months
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days: New York and London
Calculation Agent: Citibank, N.A. New York
4. Cash Settlement Provision:
Party B may, provided that no Early Termination Date has occurred
or been designated with respect to Party B, require this
Transaction to be terminated and the remaining payment
obligations under this Transaction to be settled and discharged
on any Business Day prior to February 17, 1998 (a "Cash
Settlement Date") by written or telephonic notice to Citibank at
approximately 11:00 am, New York time, two Business days prior to
such Cash Settlement Date. If Party B has not selected a date
prior to February 17, 1998 then the February 17, 1998 shall be
deemed the Cash Settlement Date. An amount (the "Cash Settlement
Amount") shall be calculated as provided below on the day that is
two Business Days prior to the Cash Settlement Date (the "Cash
Settlement Determination Date"), and the remaining Payment
obligations of each party under this Transaction shall be settled
and discharged by payment of the Cash Settlement Amount on the
Cash Settlement Date.
The Cash Settlement Amount, as determined by Citibank in good
faith on the Cash Settlement Determination Date, will be an
amount equal to the amount which Citibank would be required to
pay to the Counterparty or the Counterparty would be required to
pay to Citibank in consideration for the Termination as of the
Cash Settlement Date of the outstanding rights and obligations of
the parties under this Transaction.
Upon payment of the Cash Settlement Amount and settlement of the
Fixed Amount and Floating Amount (if any) payable on the Cash
Settlement Date, this Transaction shall terminate and neither
party shall have any further rights or obligations hereunder.
5. Account Details:
Payments to Fixed Rate payer Fairchild Holding Corporation:
As directed in writing by Fixed Rate Payer
Payments to Floating Rate Payer Citibank, N.A. New York:
Citibank, N.A. New York
Fairchild Holding Corporation hereby agrees (a) to check this
Confirmation (Reference No: 50970148) carefully and immediately
upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing
correctly sets forth the terms of the agreement between Citibank,
N.A. New York and Fairchild Holding Corporation with respect to
the particular Transaction to which this Confirmation relates, by
manually signing this Confirmation and providing the other
information requested herein and immediately returning an
executed copy to facsimile No. (416) 941-7432. Please contact us
immediately should the particulars of this Confirmation not be in
accordance with your understanding (416) 947-4105/5665.
Citibank, N.A. New York
By: Nancy Ling
Title: Asst. Mgr.
Global Markets
Accepted and confirmed as of the date first written:
Fairchild Holding Corporation
By: Karen L. Schneckenburger
Title: Vice President & Treasurer