Citibank, N.A.
399 Merit Avenue
New York, NY 10043
CITIBANK
SAMPLE CONFIRMATION
Date: January
14,1998
To: Fairchild
Holding Corporation ("Fairchild")
Attention:Colin Cohen / Jeff Kenyon
Fax No. 703-478-5915
From: Citibank, N.A. New York ("Citibank")
Fax No: 416 - 941 - 7432
Transaction Reference Number: 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 provisions of
the Master Agreement (Multicurrency-Cross Border), in the form
published by ISDA, are incorporated by reference herein and form
a par. 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 had 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 the 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
Trade Date: January 14, 1998
Effective Date: February 17, 198
Termination Date: February 19, 2008;
provided, however, Citibank
may elect to cancel this
Transaction on February 17,
2003 by providing notice to
Fairchild two Business Days
prior to February 17. 2003,
with such date subject to
adjustment in accordance with
Modified Following Business
Day Convention.
Fixed Amounts:
Fixed Rate Payer: Fairchild
Fixed Rate Payer Payment Dates: Quarterly on each February 17,
May 17, August 17 and November
17 commencing May 17, 1998 to
and including the Termination
Date.
Modified Following Business
Day Convention applies
Fixed Rate: 6.26 percent from February 17,
1998 to February 17. 2003
provided, however, that if
Citibank elects not to cancel
the transaction on February
17, 2003 as described above,
the Fixed Rate for the
Calculation Periods from
February 17, 2003 to February
19, 2008 will be 6.715
percent.
Fixed Rate Day Count Fraction Actuall360
Floating Amounts:
Floating Rate Payer: Citibank
Floating Rate Payer Payment Dates: Payment Dates: Quarterly on
each February 17, May 17,
August 17 and November 17
commencing May 17, 1998 to and
including the Termination
Date.
Modified Following Business
Day Convention applies
Floating Rate Option: Either (1) a Floating Rate
determined pursuant to the
USD-LIBOR-BBA Floating Rate
option With a Reset Date
corresponding to the first day
of the subject Calculation
Period, or (2) a Floating Rate
determined pursuant to the
USD-LIBOR-BBA Floating Rate
option with a Reset Date
corresponding to the last day
of the subject Calculation
Period, whichever is lower.
Designated Maturity 3 month
Compounding: Inapplicable
Floating Rate Payer Day Count Fraction: Actual/360
Floating Fate Reset Dates Either the first day of each
Calculation Period or the last
day of each Calculation
Period, as provided above.
3. Other
Business Days: New York and London
Calculation Agent: Citibank, N.A. New York
4. Cash Settlement Provisions:
Provided that no Early Termination Date has occurred or been
designated with respect to this Transaction, each party may
require this Transaction to be terminated and the remaining
payment obligations under this Transaction to be settled and
discharged on February 27, 2003 (the "Cash Settlement Date") by
written or telephonic notice to the other party at approximately
11:00 a.m. New York time, on the day that is two Business Days
prior to the Cash Settlement date (the "Cash Settlement
Determination Date"). If such notice Is given, an amount (the
"Cash Settlement Amount") shall be calculated as provided below
on 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 Citibank: Account for payments:
Citibank, N A. New York
ABA # 021000089
Account No. 00167679
Financial Futures
Reference Swap 50970148
Payments to Fairchild: Account for payments:
To be provided.
Fairchild hereby agrees (a) 1O 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 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.
Very truly yours,
CITIBANK, N.A. New York
By: Susan Kellner
Mgr., Global Markets
Derivatives & Structured Products
Operations and Technology
399 Park Ave./11th/Floor/Zn. 3
Agreed and Accepted By:
FAIRCHILD HOLDING; CORPORATION
By: Karen L. Schneckenburger
Vice President & Treasurer